Mar 31, 2018
Notes to the Financial Statements
1 Background:
1.1 Sathavahana Ispat Limited (SIL), (the âcompanyâ) is a public limited company incorporated under the provisions of erstwhile Companies Act, 1956 having its registered office at Hyderabad in the state of Telangana, India. The Equity Shares of the Company are listed with Stock Exchanges in India viz., BSE Limited, Mumbai (Stock Code:526093) and the National Stock Exchange of India Limited, Mumbai (Stock Code: SATHAISPATâ).
1.2 âSathavahana Ispat Limited (the Company) is engaged in the manufacture of ferrous products, Metallurgical Coke with Co-generation of Power. The ferrous products plant is in Anantapuram District of Andhra Pradesh and the Metallurgical Coke with Co-generation Power facility is in Bellary District, Karnataka. A major portion of Metallurgical Coke is captively used for manufacture of ferrous products. The Companyâs turnover is mainly from domestic markets.
1.3 The Financial statements are approved for issue by the Companyâs Board of Directors on May 30, 2018
Note:
i) Capital work in progress mainly consist of cost incurred for the New Boiler at Kudithini Plant.
ii) The Company has elected the option of fair value as deemed cost for Freehold Land, as on the date of transition to Ind AS. Fair value of the freehold land was determined by using the market comparable method. This means that valuations performed by the valuers are based on active market prices, significantly adjusted for difference in the nature, location or condition of the properties. As at the date of revaluation April 01, 2016 , the properties fair values are based on valuations performed by G.P Sankaram & Associates, Hyderabad an accredited independent valuers who has relevant valuation experience.
iii) Under the agreement with the KIADB, at the expiry of sale cum lease the Company owns the leasehold land at the expiry of stipulated period subject to conditions provided in agreement and the company is expected to fulfil the conditions stipulated in the agreement /-
iv) Refer Note 37 for assets pledged as security in favour of the Lenders.
v) Capitalised borrowing costs - Adjustment made (net of Depreciation ) to Buildings Rs. 60,18,267/- & Plant & Equipment Rs. 4,46,62,793/- on account of borrowing costs capitalised during the installation period as per Para D7AA of Ind AS 101.
Note:
i) Raw Material & Finished goods Includes stock lying with the third party as on March 31 ,2018 : Rs.2,08,37,906/-(March 31 ,2017 : Rs.14,13,22,404, April 01, 2016: Rs.26,24,57,432/- )
ii) Inventories are hypothecated to banks under working capital financing. (Refer Note :37)
ii) 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. The distribution will be in proportion to the number of equity shares held by the shareholders.
* Pledge on 153651 equity shares for an amount of Rs. 27,31,534/- invoked and sold by IFCI after the balance sheet date due to default in repayment of principal and service of interest.
Secured borrowings and assets pledged as security
i. Term Loan borrowings from banks are secured by first mortgage and charge on entire fixed assets, both present and future, and second charge on current assets and guaranteed by two Promoter Directors of the Company. The Principal amount on these term loans are generally repayable in 32 equated quarterly instalments after moratorium period of one year with interest payable on monthly rests. The interest rates vary from 12.5% to 13.75% p.a. Borrowing from IFCI Limited is secured by first mortgage and charge on immovable properties including movable assets, both present and future, ranking pari passu with the existing lenders and guaranteed by one Promoter Director of the Company and further secured by pledge of twenty five percent of equity shares held by the promoters in the company. The borrowing from IFCI Limited is repayable in sixteen equated quarterly instalments after a moratorium period of one year from the date of first disbursement with interest 13.55% payable on monthly rests.
ii. The period of maturity with reference to five term Loan Borrowings from Balance Sheet date are: (a) Loan 1 comprises of 5 quarterly instalments of Rs.12550000/- each, one quarterly instalment of Rs.11746778/-; (b) Loan 2 comprises of 1 quarterly instalment of Rs.15750000/- , 1 instalment of Rs.9000000/-, 6 quarterly instalments of Rs.7875000/- each and 1 quarterly instalment of Rs.7846976/- (c) Loan 3 comprises of 19 quarterly instalments of Rs.85625000/- each, and 1 quarterly instalment of Rs.9873486/- (d) Loan 4 comprises of 20 quarterly instalments of Rs.42000000/- each and 1 quarterly instalment of Rs.17983203/-, and 19 quarterly instalments of Rs.18000000/- each (e) Loan 5 comprises of 14 quarterly instalments of Rs.56250000/- each and one quarterly instalment of Rs.29618877/-.
iii. Other loans from banks and other party are on hypothecation of assets and guaranteed by the Managing Director of the Company. These loans are mostly repayable in 36 equated monthly instalments including interest. The interest rates vary from 9.50% to 11.5% p.a. The future maturities from the Balance Sheet date comprises (a) loan 1 comprises two instalments of Rs.618929/- each and (b) loan 2 comprises thirty eight instalments of Rs.93012/- each (c) loan 3 comprises forty instalments of Rs.20112/-each; (d) loan 4 comprises thirty nine instalments of Rs.14799/- each and (e) loan 5 comprises thirty instalments of Rs.143870/- each. All instalments includes interest.
iv. The above borrowings and interest due thereon have not been paid as on balance sheet date are stated below:
v. The carrying amounts of financial and non-financial assets pledged as security for the above borrowing are disclosed in note 37.
Secured borrowings and assets pledged as security
i) Working capital loans from banks and Buyerâs credit are secured by first charge on the entire current assets and further secured by second charge on entire fixed assets of the Company and guaranteed by two Promoter Directors of the Company. The rate of interest on working capital loans varies from 14.50% to 15.25% p.a.
The rate of interest in respect of Buyerâs credit varies from 6m LIBOR 70 bps to 6m LIBOR 120 bps p.a.
ii) The carrying amounts of financial and non-financial assets pledged as security are disclosed in note no. 37 Defaults in repayment of Long Term Borrowings and interest thereon which are paid and unpaid as at balance sheet date:
i) Company had non fund based limit of Rs. 592,00,00,000/- sanctioned by above bankers as at March 31, 2018. Overdrawn balance includes amount of Rs. 436,00,44,527/- arising on devolvement of letters of credit.
ii) No defaults on working capital borrowings as at March 31, 2017 and April 01, 2016.
Note 2.1 : Unpaid dividend account represents dividend amount unclaimed and no amount is due for deposit in Investor Education and Protection Fund
Note 3(a):
(i) Defined Contribution plans:
Employerâs Contribution to Provident Fund: Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
Employerâs Contribution to State Insurance Scheme: Contributions are made to State Insurance Scheme for employees at the rate of 4.75%. The Contributions are made to Employee State Insurance Corporation(ESI) to the respective State Governments of the Companyâs location. This Corporation is administered by the Government and the obligation of the company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
ii) Defined Benefits plans:
i) Post-employment obligations- Gratuity:
The company provides for gratuity for employees in India as per the payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 dayâs salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India. The company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
Defined benefit liability and employer contributions:
The weighted average duration of the defined benefit obligation is 13.38 years. The expected cash flows over the next years is as follows:
Risk Management
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below: Salary Cost Inflation Risk: The present value of the Defined Benefit Plan liability is calculated with reference to the future salaries of participants under the Plan. Increase in salary due to adverse inflationary pressures might lead to higher liabilities.
Note 3(b): Details of Operating Lease:
The Companyâs significant leasing arrangements are in respect of operating leases for office building premises. These leasing arrangements which are not non-cancellable for a period of 11 months and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as âRentâ.
Note 3(c): Corporate Social Responsibility (CSR):
In terms of provisions of sub section 5 to section 135 of the Companies Act, 2013 the company is not required to earmark any fund for corporate social responsibility activities in view of past losses.
Note 4: Income tax expense:
This note provides an analysis of the companyâs income tax expense, show amounts that are recognised directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the companyâs tax positions.
Deferred Tax:
In the absence of reasonable certainty Company has recognized deferred tax assets arising on account of carried forward tax losses and unabsorbed depreciation to the extent of the deferred tax liability. In the absence of probable tax profits against which the same can be utilised. Company is incurring losses since two years and doesnât expect the future taxable income in the near future.
Note:
i) Mat Credit Entitlement will be carried forward up to the Assessment year 2025-26 under the Income Tax Act, 1961
ii) Unabsorbed depreciation does not have any expiry period under the Income Tax Act, 1961
Note 5 : First-time adoption of Ind AS:
Transition to Ind AS:
These are the Companyâs first financial statements prepared in accordance with Ind AS.
The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 01, 2016 (companyâs date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation on how the transition from previous GAAP to Ind AS has effected the Companyâs financial position, financial performance and cash flows is set out in the following tables and notes.
A. Exemptions and exceptions availed:
Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.
A.1 Ind AS optional exemptions:
A.1.1 Deemed Cost:
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities except for certain class of assets i.e. Freehold land which are measured on its fair value at carrying value as deemed cost.
A.2 Ind AS mandatory exceptions:
A.2.1 Estimates:
An entityâs estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with the estimates made for the same date in accordance with previous GAAP(after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.
Ind AS estimates as at April 01, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:- Investments in equity instruments at FVPL-Impairment of financial asset based on expected credit loss model.
A.2.2 Classification and measurement of financial asset:
Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist on the date of transition to Ind AS.
B. Reconciliations between previous GAAP and Ind AS ( as at April 01, 2016 and March 31, 2017):
(i) Reconciliation of equity as at transition dated: April 01, 2016:
Notes to the Financial Statements
C: Notes to first-time adoption:
Note 1: Remeasurements of post-employment benefit obligations:
Under Ind AS, remeasurements i.e. Actuarial gains and losses are recognised in Other Comprehensive Income as compared to being recognised in the statement of profit and loss under the previous GAAP. These remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2017 decreased by Rs.56,50,057/-. There is no impact on the total equity as at March 31, 2017.
Note 2: Fair valuation of investments :
Under the previous GAAP, investments in equity instruments and mutual funds were classified as long term investments or current investments based on the intended holding period and realizability. Long term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments has been recognised in retained earnings as at the date of transition and subsequently in the profit and loss for the year ended March 31, 2017. This increased the retained earnings by Rs.7,96,629/-as at March 31, 2017 (April 01, 2016- Rs.11,89,919/-).
Note 3 (i): Excise Duty:
Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented inclusive of excise duty. The excise duty paid is presented on the face of the statement of profit and loss as part of expenses. This change has resulted in an increase in total revenue and total expenses for the year ended March 31, 2017 by Rs.35,99,63,800/-There is no impact on the total equity and profit.
Note 3(ii): Movement of Excise Duty in Finished goods:
Movement of excise duty in finished goods, reclassified from changes in inventories to other expenses amounting to Rs.57,78,515/-. There is no impact on the profit or (Loss) for the year.
Note 4: Reserves and Surplus:
Retained earnings as at April 01, 2016 has been adjusted consequent to the above Ind AS transition adjustments.
The Company had received a Government grant towards State Investment Subsidy with an outstanding amount of Rs.20,00,000/- These amounts have been transferred to retained earnings since the assets related to the grant have been fully depreciated as at April 01, 2016.
Note 5: Property, Plant and Equipment:
The Company have considered fair value for property, viz land admeasuring over 271.51 acres, situated in India, with impact of Rs.55,35,92,639/-in accordance with stipulations of Ind AS 101 with the resultant impact being accounted for in the reserves.
Note 6: Borrowings:
Under previous GAAP, transaction costs incurred in connection with borrowings are accounted upfront and either charged to profit or loss for the period or capitalised to fixed assets in which such transaction costs is incurred. Ind AS requires Finance Liabilities consisting of Long Term Borrowings to be designated and measured at amortised cost based on Effective Interest Rate (EIR) method. The transaction costs incurred towards origination of borrowings are required to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Resultant impact being accounted for in the reserves & borrowings .This change has also resulted in an increase in finance cost for the year ended March 31, 2017 by Rs.86,00,750/- and also decrease in depreciation charge of Rs.21,49,576/- on account of reversal of processing costs of Rs.5,06,81,060/- from property, plant and equipment, as per the clarification given in Ind AS Transition facilitation group (ITFG).
Note 7: Taxation:
MAT credit entitlement is in the nature of deferred tax, accordingly, on transition, the company has reclassified such MAT Credit to deferred tax. However due to lack of reasonable certainty in recognition of deferred tax asset the company derecognised the MAT. This change has decreased the retained earnings by Rs.58,73,858/Note 8: Other Comprehensive Income:
Under Ind AS, all items of income and expense recognized in a period should be included in the profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit or loss as âother comprehensive incomeâ includes remeasurements of defined benefit plans. The concept of âother comprehensive incomeâ did not exist under previous GAAP.
Note 8: Prior year errors:
Under Ind AS 8 , adjustments to material prior period errors are made retrospectively by restating the comparative amounts for the prior period to retained earnings at the beginning of the earliest period presented, in the first set of financial statements after the error is discovered.
The retained earnings as at April 01, 2016 stand corrected from (Rs.22,44,95,072) to (Rs.23,80,33,640) i.e. by Rs.1,35,38,568 which represents the net impact of the restatement due to correction of the errors.
Note 6:Fair value Hierarchy:
Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels: Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted price including within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case with listed instruments where market is not liquid and for unlisted instruments.
Note:
(i) The carrying amounts of trade payables, other financial liabilities, borrowings, cash and cash equivalents, other bank balances, trade receivables and other financial assets are considered to be the same as their fair values due to their short term nature and recoverability from the parties.
Set out below, is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments, other than those with carrying amounts that are reasonable approximations of fair values.
Note 7: Financial Risk Management:
The Companyâs principal financial liabilities, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds FVTPL investments. Company is exposed primarily to Credit Risk, Liquidity Risk and Market risk (fluctuations in foreign currency exchange rates and interest rate) which may adversely impact the fair value of its financial instruments.
(A) Credit Risk:
Credit risk is the risk or potential of loss that may occur due to failure of counterparty to meet the obligation on agreed terms and conditions of the financial contract. Credit risk arises from financial assets such as cash and cash equivalents, trade receivables and other financial assets. The company has a credit risk management policy in place to limit credit losses due to non-performance of financial counterparties and customers. Management of the Company monitors exposure to credit risk on an ongoing basis at various levels.
a) Trade receivables:
An impairment analysis is performed at each reporting date on an individual basis for major receivables. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively based on historical data and payment statistics. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
The ageing analysis of the trade receivables (gross of provisions) has been considered from the date the invoice :
b) Cash and cash equivalents and other financial assets:
All of our cash equivalents and other bank balances are carried at fair value. Cash and cash equivalents are deposited with financial institutions that management believes are of high credit quality and accordingly, minimal credit risk exists. With respect to six non operative bank accounts the company doesnât have sufficient evidence for the balance outstanding and impairment is made of Rs 47,606/- (Previous year Rs Nil) . In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks by the Company. The Companyâs maximum exposure in this respect is the maximum amount the Company would have to pay if the guarantee is called on. Refer Note 30 (i).
B) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
However, in view of various unfavourable factors as set out in Note 35, the Company has been experiencing stressed liquidity condition. In order to overcome such situation, the Company has been taking measures to ensure that the Companyâs cash flow from business borrowing or financing is sufficient to meet the cash requirements for the Companyâs operations. As discussed in the aforesaid note management believes deep restructuring plan will be considered by consortium of bankers, accordingly Term loans had been disclosed as per terms of present loan covenant with bankers.
(C) Market Risk:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTPL Investments.
- Interest Rate Risk
Interest rate risk is the risk that the future cash flows or the fair value of a financial instrument will fluctuate because of changes in market interest rates. The Company policy is to obtain favourable interest rates available . The Company is significantly exposed to interest rate risks that relates primarily to interest bearing financial liabilities.
Interest rate risk is managed by the company with primary objective of limiting the extent to which interest expense could be affected by an adverse movement in interest rates.
Interest Rate risk- Sensitivity analysis
An increase / decrease of 50 basis points in the interest rate at the end of the reporting period for the variable financial instruments would (decrease)/ increase profit after taxation for the year by the amounts shown below.
- Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in a foreign currency). The exposure of entity to foreign currency risk is very limited on account of limited transactions in foreign currency which is not material. i) Foreign Currency Risk - Sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and liabilities.The analysis is based on the assumption that the Foreign Currency has increased/(decreased) by2. 5% with all other variables held constant.
- Other price risk Commodity Risk
Commodity price risk is the threat that a change in the price of a production input will adversely impact a producer who uses that input. Factors that can affect commodity prices include political and regulatory changes, seasonal variations, weather, technology and market conditions. The company has commodity price risk, primarily related to the purchases of coal, iron ore and the management monitors its purchases closely to optimise the price. However, in case of power segment the management do not bear significant exposure to earnings risk, as such changes are included in the rate-recovery mechanisms with the customers.
Our company is basically engaged in Ductile Iron Pipe Market and the companyâs turnover depends on the market risk of price volatility of the these products. The prices of the Ductile Iron pipe are determined by the market factors. The revenue/price of the DI Pipe products of the company are basically impacted by the cost of raw material inputs, production cost, and international and regional market conditions. Any positive and negative changes in any of the above factors can increase and reduce the revenue of the company generated from such products.
Note 8: Capital Management:
The fundamental goal of capital management are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and - maintain an optimal capital structure to reduce the cost of capital. For the purpose of companyâs capital management, capital includes issued capital and all other equity reserves.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The companyâs policy is to keep the gearing ratio at an optimum level to ensure that the debt related covenant are complied with.
However in view of certain adverse factors and challenges being faced by the Company over past few years as explained in Note 35, the net worth of the Company has been eroded and the Company has initiated certain measures/been actively engaging with the lenders for restructuring of its debts at sustainable level and thereby continuing to operate as a going concern. The Company has not declared any dividend since financial year 2010-11.
In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit certain banks to immediately call loans and borrowings. Pending restructuring plan with consortium banker, management believes consortium banker consider restructuring of loan along with additional working capital facilities.
The Company has delayed in repayment of dues to banks and financial institutions during the year. (Refer note no :13 )
Note 9 : Payables to Micro, Small & Medium Enterprises:
Information pertaining to Micro and Small Enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 (Act) as given below has been determined to the extent such parties have been identified on the basis of information available with the Company:
Note :The list of undertakings covered under MSMED was determined by the Company on the basis of information available with the Company and has been relied upon by the auditors.
Note 10: Disclosure as required under Ind As 108 - Operating Segments :
Operating Segments:
1. Ferrous Products, which includes Pig Iron & Ductile Iron Pipes
2. Metallurgical Coke with Co-generation Power Identification of Segments:
The Managing Director has been identified as being Chief Operating Decision Maker (CODM). The CODM monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss of the segment and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products for which discrete financial information is available.
Segment revenue and results :
The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income).
Segment assets and liabilities:
Assets used by the operating segment and mainly consist of property plant and equipment, trade receivable, cash and cash equivalents and inventories. Segment Liabilities include trade payables and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets/liabilities.
Note 11: Going Concern:
âAs at March 31, 2018, the company had negative other equity of Rs.1,99,31,87,179/- and the company incurred losses during the preceding two years. The company has delayed payment of loans and interest and loan accounts have been classified as non-performing assets by banks. Due to tight cash flows and non-availability of working capital limits the operations at ferrous division have been impacted and the plant was under shut down since 12th June 2017. The operations at Kudithini works too were impacted where Metallurgical Coke facility is running partially on job work basis and power generation is also partially operated. This impact is likely to continue until the restructuring of the debt is done by the financing institution and banks. Notwithstanding the above, the financial results of the company have been prepared on going concern basis as management believes that the shortage of working capital funds will be temporary and lenders will consider the request for deep restructuring of the debt and arrive at the resolution plan at the earliest. Presently lead banker of consortium in-principally agreeable to the request of the company for restructuring of the debt and its sanction is awaited. Management believes remaining banks will take same view as decided in the lender meetings. The Company views that the deep restructuring will help to restart and establish profitable operations of the company and it would be able to meet commitments and reduce debt. The auditors of the company had drawn an emphasis of matter relating to âMaterial uncertainty related to Going Concernâ in their Audit Report for the year in this regard.
Note 12: Note on Balances:
Trade receivables, supplier advances and capital advances as at March 31, 2018 includes of Rs.46,71,24,493/-, Rs.4,40,72,265/- and Rs.2,70,23,201/- respectively due for a period of more than one year for which no provision has been made in the books of account, as the management considers these receivables as good and recoverable. The management assesses the recoverability of trade receivables on regular basis and there is no uncertainty at present on recoverability of these receivables. legal cases were preferred where required to ensure recoverability. Based on the review during the year Rs.15,71,23,644/- , were written off as bad debts, Rs.15,40,64,913/- were written of as bad advances. Also provisions were made against debtors for Rs.7,94,61,861/-, against capital advances Rs.97,54,976/-, and other deposits Rs.2,70,89,738/- wherever management believes doubtful of recovery. With regard to other long outstanding capital and supplier advances management is confident of recoverability and no provision at present is required to be made. This is a subject matter of qualification in the audit report for the year ended March 31, 2018.
Confirmation letters have been issued in respect of trade receivables and other receivables, loans and advances and trade payables and other payables of the company. Balances where confirmations are not forthcoming such balances are subject to reconciliation and consequential adjustment required, if any, would be determined/made on receipt of confirmation. However, in the opinion of the Board, assets other than Fixed Assets and non-current investments have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated and provision for all known liabilities have been made.
Mar 31, 2016
Notes:
1 The Cash Flow Statement has been prepared under ''Indirect Method'' in accoidance with the requirement of Accounting Standard-3 "Cash Flow Statement".
2 Summary of Significant Accounting Policies and Other Explanatory Information (Note 27) forms an integral part of Cash Flow Statement.
3 Previous year''s figures have been regrouped wherever necessary to conform to this year''s classification
(f) Terms / rights attached to Equity Shares
The Company has only one class of Equity Shares having par value of -10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees.
(g) In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Mar 31, 2015
1 CORPORATE INFORMATION:
Sathavahana Ispat Limited (the Company) is a listed Company in India
and is engaged in the manufacture of Pig iron Metallurgical Coke with
Co-generation of Power. The Pig Iron Plant is in Anantapuramu District
of Andhra Pradesh and the Metallurgical Coke with Co-generation Power
facility is in Bellary District, Karnataka. The Company's head office
is at Hyderabad, India. A major portion of Metallurgical Coke is
captively used for manufacture of Pig Iron. The Company's turnover is
mainly from domestic markets. The Equity Shares of the Company are
listed on the BSE Limited and The National Stock Exchange of India
Limited.
2 Previous year figures have been regrouped/ recast/ rearranged
wherever necessary to conform to current year classification.
3 CHANGE IN ACCOUNTING ESTIMATE:
As per the requirements of the Companies Act, 2013 ("the Act"), the
Company has computed depreciation on the basis of the useful lives of
tangible fixed assets in the manner prescribed in Schedule II of the
Act. Consequently, depreciation for the year is higher by Rs.7391322/-
and depreciation of Rs. 16199140/- (net of deferred tax of
Rs.7243899/-) on account of assets whose useful life is already
exhausted as on 1st April, 2014 has been adjusted to Reserves and
Surplus.
4 Confirmation letters have been issued in respect of trade receivables
and other receivables, loans and advances and trade payables and other
payables of the Company. Balances where confirmations are not
forthcoming such balances are subject to reconciliation and
consequential adjustment required, if any, would be determined/made on
receipt of confirmation. However, in the opinion of the Board, assets
other than fixed assets and non-current investments have a value on
realisation in the ordinary course of business at least equal to the
amount at which they are stated and provision for all known liabilities
have been made.
5 EXCISE DUTY ON OPENING AND CLOSING STOCKS:
Excise Duty on sales for the year has been disclosed as reduction from
turnover. Excise Duty relating to the difference between closing stock
and opening stock has been included in Note 25 "Changes in inventories
of finished goods and work-in-progress."
6 FOREIGN CURRENCY EXPOSURES THAT ARE HEDGED BY A DERIVATIVE
INSTRUMENTS:
a. The Company uses foreign exchange forward contracts to hedge its
foreign currency exposures relating to the underlying transactions and
firm commitments to mitigate the foreign exchange fluctuation risk and
to reduce the hedging cost to the Company. The Company does not use
these derivative instruments for trading and speculative purposes.
b. The details of outstanding foreign exchange forward contracts are:
7 Disclosure on utilisation of proceeds of Preferential Issues in
terms of SEBI (ICDR) Regulations 2009
The proceeds of preferential issue made in the year 2013-14 amounting
to Rs. 450000000/-have been fully utilised for the purposes for which
they were raised.
8 Corporate Social Responsibility (CSR):
In terms of provisions of sub section 5 to section 135 of the Companies
Act 2013 the Company is not required to earmark any fund for Corporate
Social Responsibility activities in view of the past losses.
9 DISCLOSURES UNDER ACCOUNTING STANDARD 17 ON SEGMENT REPORTING:
The Company's business consists of two reportable segments viz., Pig
Iron and Metallurgical Coke with Co-generation Power as per Accounting
Standard 17 "Segment Reporting".
Segment information has been prepared in conformity with the accounting
policies adopted for preparing and presenting the Financial Statements
of the Company. Inter/lntra segment transfers are accounted at selling
price to the transferring segment. Inter segment transfers are
eliminated on consolidation. Asa part of secondary reporting revenues
are attributed to geographical markets based on the location of the
customers. Tne following tables present the revenue, profit or loss,
assets and liabilities information relating to the
business/geographical segment for the year ended 31st March 2015.
10 DISCLOSURES UNDER ACCOUNTING STANDARD 19 ON LEASES:
Information on leases as per Accounting Standard 19 "Leases":
Operating Lease expenses:
The Company has various operating leases for various premises that are
renewable on a periodic basis and cancelable at its option. Rental
expenses for operating leases recognised in the Statement of Profit and
Loss for the year is Rs.4909853/- (previous year Rs.4655088/-)
11 Leasehold land represents land purchased admeasuring 88.57 acres
under lease-cum-sale agreement with Karnataka Industrial Area
Development Board (KIADB), Government of Karnataka.
12 The Summary of Significant Accounting Policies and other Explanatory
Information form an integral part of Balance Sheet, Statement of Profit
and Loss and Cash Flow Statement.
Mar 31, 2014
1. (a) Terms / rights attached to Equity Shares
The Company has only one class of Equity Shares having par value of Rs.
10/- per share. Each holder of Equity Shares is entitled to one vote
per share. The Company declares and pays dividend in Indian Rupees.
(b) In the event of liquidation of the Company, the holders of the
Equity Shares will be entitled to receive remaining assets of the
company after distribution of all preferential amounts. The
distribution will be in proportion to the number of Equity Shares held
by the shareholders.
i. Term loan borrowings from banks are secured by first mortgage and
charge on entire fixed assets, both present and future, and second
charge on current assets and guaranteed by two Directors of the
Company. The principal amount on these term loans are generally
repayable in 32 equated quarterly installments after moratorium period
of one year with interest payable on monthly rests. The interest rates
vary from 13.5% to 15.5% p.a.
The period of maturity with reference to four term loan borrowings from
Balance Sheet date are: (a) Loan 1 comprises one installment of Rs.
34692640/- (b) Loan 2 comprises four quarterly installments of Rs.
27375000/- each; eight quarterly installments of Rs. 32625000/- each
and six quarterly installments of Rs. 7875000/- each and (c) Loan 3
comprises sixteen quarterly installments of Rs. 12550000/- each and one
installment of Rs. 10242283/-. (d) Loan 4 comprises eighteen quarterly
installments of Rs. 87500000/- and (e) Loan 5 and 6 are yet to be drawn
fully and hence period of maturities is not determined.
ii. Borrowings from other parties are on hypothecation of assets and
guaranteed by the Managing Director of the Company. These loans are
mostly repayable in 36 equated monthly installments including interest.
The interest rates vary from 10.5% to 12.5% p.a. The future maturities
from the Balance Sheet date comprises (a) loan 1 comprises twenty eight
installments of Rs. 64335/- each (b) loan 2 comprises 27 installments
of Rs. 36534/- each and (c) loan 3 comprises 34 installments of Rs.
44595/- each and loan 4 comprises 33 installments of Rs. 146969/- each,
all installments includes interest.
iii. The rate of interest in respect of loan from related party is 12%
p.a.
iv. The above borrowings and interest due thereon have been paid upto
date and there are no continuing defaults.
v. Working capital loans from banks and buyer''s credit are secured by
charge on the entire current assests and further secured by second
charge on entire fixed assets of the Company and guaranteed by two
Directors of the Company. The rate of interest on working capital loans
varies from 14.50% to 15.25% p.a. The rate of interest in respect of
Buyer''s credit varies from 6m LIBOR 70 bps to 6m LIBOR 120 bps p.a.
vi. The rate of interest in respect of loans from related parties is
12% p.a.
vii. The above borrowings and interest due there on have been paid upto
date and there are no defaults.
Information as required to be disclosed under section 22 of Micro,
Small and Medium Enterprises Development Act 2006 (MSMEDA 2006) as
given below with reference to dues to micro, small and medium
enterprises has been determined to the extent such parties have been
identified on the basis of information available with the Company and
relied upon by the Auditors.
II. OTHER EXPLANATORY INFORMATION::
1 CORPORATE INFORMATION:
Sathavahana Ispat Limited (the Company) is a listed company in India
and is engaged in the manufacture of Pig iron, Metallurgical Coke with
Co-generation of Power. The Pig Iron Plant is in Anantapuram District
of Andhra Pradesh and the Metallurgical Coke with Co-generation Power
facility is in Bellary District, Karnataka. The Company''s head office
is at Hyderabad, Telangana, India. A major portion of Metallurgical
Coke is captively used for manufacture of Pig Iron. The Company''s
turnover is mainly from domestic markets. The Equity Shares of the
Company are listed on the BSE Limited and The National Stock Exchange
of India Limited.
2 Previous year figures have been regrouped/ recast/ rearranged
wherever necessary to conform to current year classification.
3 CONTINGENT LIABILITIES AND COMMITMENTS:
As at As at
31st March 2014 31st March 2013
A Contingent Liabilities:
i. Claims against the Company
not acknowledged as debt Rs. 12168141 12168141
ii. On account of bank
guarantees issued by the bankers Rs. 6785000 22098289
iii. Taxes and Duty demands
contested by the Company. Rs. 8135807 8135807
Rs. 27088948 42402237
B Commitments:
Estimated amount of contracts
remaining to be executed on
capital account and not provided
for (net of advances) Rs. 1246974226 1296547179
The above liabilities aggregating to Rs. 2507883179/- (previous year
Rs. 896383701/-) pertaining to project under implementation but
classified as current liablities by following revised schedule VI to
the Companies Act 1956. Un-drawn term loan is Rs. 1706574591/-
(previous year Rs. 1490000000/-)
4 Confirmation letters have been issued in respect of trade receivables
and other receivables, loans and advances and trade payables and other
payables of the Company. Balances where confirmations are not
forthcoming such balances are subject to reconciliation and
consequential adjustment required, if any, would be determined/ made on
receipt of confirmation. However, in the opinion of the Board, assets
other than fixed assets and non- current investments have a value on
realisation in the ordinary course of business at least equal to the
amount at which they are stated and provision for all known liabilities
have been made.
5 EXCISE DUTY ON OPENING AND CLOSING STOCKS:
Excise Duty on sales for the year has been disclosed as reduction from
turnover. Excise Duty relating to the difference between closing stock
and opening stock has been included in Note 25"Changes in inventories
of finished goods and work-in-progress."
6 FOREIGN CURRENCY EXPOSURES THAT ARE HEDGED BY A DERIVATIVE
INSTRUMENTS:
a. The Company uses foreign exchange forward contracts to hedge its
foreign currency exposures relating to the underlying transactions and
firm commitments to mitigate the foreign exchange fluctuation risk.
The Company does not use these derivative instruments for trading and
speculative purposes.
(d) The present value of obligation in respect of provision for payment
of leave encashment is determined based on actuarial valuation using
the Projected Unit Credit Method, which recognises each period of
service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final
obligation recognised and charged off to Statement of Profit and Loss.
(e) The estimates of rate of escalation in salary considered in
actuarial valuation is determined after taking into account inflation,
seniority, promotion and other relevant factors including supply and
demand in the employment market. The above information is certified by
the Actuary.
7 DISCLOSURES UNDER ACCOUNTING STANDARD 17 ON SEGMENT REPORTING:
The Company''s business consists of two reportable segments viz., Pig
Iron and Metallurgical Coke with Co-generation Power as per Accounting
Standard 17"Segment Reporting"issued under the Companies (Accounting
Standard) Rules 2006.
Segment information has been prepared in conformity with the accounting
policies adopted for preparing and presenting the financial statements
of the Company. Inter/Intra segment transfers are accounted at selling
price to the transferring segment. Inter segment transfers are
eliminated on consolidation. As a part of secondary reporting revenues
are attributed to geographical markets based on the location of the
customers. The following tables present the revenue, profit or loss,
assets and liabilities information relating to the business/
geographical segment for the year ended 31st March 2014.
8 DISCLOSURES UNDER ACCOUNTING STANDARD 19 ON LEASES:
Information on leases as per Accounting Standard 19"Leases"issued under
the Companies (Accounting Standard) Rules 2006:
Operating Lease expenses:
The Company has various operating leases for various premises that are
renewable on a periodic basis and cancelable at its option. Rental
expenses for operating leases recognised in the Statement of Profit and
Loss for the year is Rs. 4655088/- (previous year Rs. 4510663/-)
9 PROVISION FOR TAXATION:
(i) The Company estimates the deferred tax charge / (credit) using the
applicable rate of taxation based on the impact of timing differences
between financial statements and estimated taxable income for the
current year.
10 Leasehold land represents land purchased admeasuring 88.57 acres
under lease-cum-sale agreement with Karnataka Industrial Area
Development Board (KIADB), Government of Karnataka.
11 The Summary of Significant Accounting Policies and other Explanatory
Information form an integral part of Balance Sheet, Statement of Profit
and Loss and Cash Flow Statement.
Mar 31, 2013
1 CORPORATE INFORMATION:
Sathavahana I spat Limited (the Company) is a listed company in India
and is engaged in the manufacture of Pig iron, Metallurgical Coke with
Co-generation of Power. The Pig Iron Plant is in Anantapuram District
of Andhra Pradesh and the Metallurgical Coke with Co-generation Power
facility is in Bellary District, Karnataka. The Company''s head office is
at Hyderabad, India. A major portion of Metallurgical Coke is actively
used for manufacture of Pig Iron. The Company''s turnover is mainly from
domestic markets. The Equity Shares of the Company are listed on the
BSE Limited and The National Stock Exchange of India Limited.
2 Previous year figures have been regrouped/ recast/ rearranged
wherever necessary to conform to current year classification.
As at As at
31st March
2013 31st March
2012
3 CONTINGENT LIABILITIES
AND COMMITMENTS:
A Contingent Liabilities:
i. Claims against the Company
not acknowledged as debt Rs. 12168141 12168141
ii. On account of bank
guarantees issued by the
bankers Rs. 22098289 36124135
iii. Taxes and duty demands
contested by the Company. Rs. 8135807 6756707
Rs. 42402237 55048983
B Commitments:
i. Estimated amount of
contracts remaining to be Rs. 1296547179 918233772
executed on capital account
and not provided for (net
of advances)
4 Confirmation letters have been issued in respect of trade receivables
and other receivables, loans and advances and trade payables and other
payables of the Company. Balances where confirmations are not
forthcoming such balances are subject to reconciliation and
consequential adjustment required, if any, would be determined/made on
receipt of confirmation. However, in the opinion of the Board, assets
other than Fixed Assets and non-current investments have a value on
realization in the ordinary course of business at least equal to the
amount at which they are stated and provision for all known liabilities
have been made.
5 EXCISE DUTY ON OPENING AND CLOSING STOCKS:
Excise Duty on sales for the year has been disclosed as reduction from
turnover. Excise Duty relating to the difference between closing stock
and opening stock has been included in Note 27 "Changes in inventories
of finished goods and work-in-progress."
(d) The present value of obligation in respect of provision for payment
of leave encashment is determined based on actuarial valuation using
the Projected Unit Credit Method, which recognizes each period of
service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final
obligation recognized and charged off to Statement of Profit and Loss.
(e) The estimates of rate of escalation in salary considered in
actuarial valuation is determined after taking into account inflation,
seniority, promotion and other relevant factors including supply and
demand in the employment market. The above information is certified by
the Actuary.
6 DISCLOSURES UNDER ACCOUNTING STANDARD 17 ON SEGMENT REPORTING:
The Company''s business consists of two Reportable segments viz., Pig
Iron and Metallurgical Coke with Co-generation of Power as per
Accounting Standard 17 "Segment Reporting" issued under the Companies
(Accounting Standard) Rules 2006. Segment information has been prepared
in conformity with the accounting policies adopted for preparing and
presenting the financial statements of the Company. Inter/Intra segment
transfers are accounted at selling price to the transferring segment.
Inter segment transfers are eliminated on consolidation. The following
tables present the revenue, profit or loss, assets and liabilities
information relating to the business/geographical segment for the year
ended 31st March 2013.
7 DISCLOSURES UNDER ACCOUNTING STANDARD 19 ON LEASES:
Information on leases as per Accounting Standard 19 Teases "issued under
the Companies (Accounting Standard) Rules 2006: Operating Lease
expenses:
The Company has various operating leases for various premises that are
renewable on a periodic basis and cancelable at its option.
8 PROVISION FORTAXATION:
(i) The Company estimates the deferred tax charge / (credit) using the
applicable rate of taxation based on the impact of timing differences
between financial statements and estimated taxable income for the
current year.
9 Leasehold land represents land purchased admeasuring 88.57 acres
under lease-cum-sale agreement with Karnataka Industrial Area
Development Board (KIADB), Government of Karnataka.
10 The Summary of Significant Accounting Policies and other Explanatory
Information form an integral part of Balance Sheet, Statement of Profit
and Loss and Cash Flow Statement.
Mar 31, 2012
Notes:
1 The Cash Flow Statement has been prepared under 'Indirect Method' in
accordance with the requirement of Accounting Standard-3 "Cash Flow
Statement" issued under Companies (Accounting Standards) Rules, 2006
2 Significant Accounting Policies and Notes to accounts (Note 31) forms
an integral part of Cash Flow Statement.
3 Previous year's figures have been regrouped wherever necessary to
conform to this year's classification
(a) Terms of Securities convertible into Equity Shares:
38,00,000 Share Warrants allotted on 15th March 2011 at an issue price
of A60/- each, comprising of A10/- each towards face value and A50/-
each towards premium are convertible at the option of the holder
thereof in one or more tranches to 38,00,000 Equity Shares on or before
expiry of 18 months from the date of allotment. The last date for
exercise of option by the holder is 15th September 2012.
(b) Terms / rights attached to Equity Shares
The Company has only one class of Equity Shares having par value of
A10/- per Share. Each holder of Equity Shares is entitled to one vote
per Share. The Company declares and pays dividend in Indian Rupees.
(c) During the year ended 31st March 2012, the amount of per Share
dividend recognised as distribution to Equity Shareholders was Nil.
(Previous year A1.80)
(d) In the event of liquidation of the Company, the holders of the
Equity Shares will be entitled to receive remaining assets of the
Company after distribution of all preferential amounts. The
distribution will be in proportion to the number of Equity Shares held
by the shareholders.
During the year on exercise of option of conversion by the allottee,
18,30,000 (previous year 4,00,000) Share Warrants to 18,30,000
(previous year 4,00,000) Equity Shares were allotted and accordingly a
sum of Rs 1,83,00,000/- (previous year Rs 40,00,000/-) and Rs
9,15,00,000/- (previous year Rs 2,00,00,000/-) was adjusted to Paid-up
Capital (at Rs 10/- per share) and Share Premium account (at Rs 50/-
per share) respectively.
i. Term Loan borrowings from banks are secured by first mortgage and
charge on all the immovable and movable assets, present and future,
subject to the charges created in favour of the Company's Bankers on
current assets for securing borrowings for working capital and
guaranteed by two Directors of the Company. The Principal amount on
these term loans are generally repayable in 32 equated quarterly
installments after moratorium period of one year with interest payable
on monthly rests. The interest rates vary from 13.5% to 15.5% p.a. and
interest amount payable at monthly rests.
The period of maturity with reference to four term Loan Borrowings from
Balance Sheet date are: (a) Loan 1 comprises nine quarterly
installments comprising eight quarterly installments of Rs 37188000/-
each and one installment of Rs 37172000/- (Rs ) Loan 2 comprises twelve
quarterly installments of Rs 27375000/- each; eight quarterly
installments of Rs 32625000/- each and six quarterly installments of Rs
7875000/- each and (c) Loan 3 comprises twenty four quarterly
installments of Rs 12550000/- each and one installment of Rs
10950000/-. Loan 4 is yet to be drawn fully and hence period of
maturities is not determined.
ii. Borrowings from other parties are on hypothecation of assets and
guaranteed by the Managing Director of the Company. These loans are
mostly repayable in 36 equated monthly installments including interest.
The interest rates vary from 10.5% to 12.5% p.a. The future maturities
from the Balance Sheet date comprises (a) loan 1 comprises ten
installments of A361111/- each and Loan two comprises fourteen
installments of Rs 132004/- each.
iii. The Sales Tax Deferment is an interest free loan granted by the
Government of Andhra Pradesh on sales tax collections and repayable in
ten installments, each installment comprising one year collections. The
period of maturies from the Balance Sheet date of this borrowal
comprises two installments of Rs 32650739/- and Rs 38487138/-.
iv. The above borrowings and interest due thereon have been paid upto
date and there are no continuing defaults.
i. Working capital loans from banks and Buyer's credit are secured by
hypothecation of stocks and book debts and further secured by second
charge on fixed assets of the Company and guaranteed by two Directors
of the Company. The rate of interest on working capital loans varies
from 14.50% to 15.25% p.a. The rate of interest in respect of Buyer's
credit varies from LIBOR 110 bps to LIBOR 250 bps p.a.
ii. The rate of interest in respect of loans from related parties is
12% p.a.
iii. The above borrowings and interest due there on have been paid upto
date and there are no defaults.
1 CORPORATE INFORMATION:
Sathavahana Ispat Limited (the Company) is a listed company in India
and is engaged in the manufacture of Pig iron, Metallurgical Coke with
Co-generation of Power. The Pig Iron plant is in Anantapur District of
Andhra Pradesh and the Metallurgical Coke with Co-generation Power
facility is in Bellary District, Karnataka. The Company's head office
is at Hyderabad, India. A major portion of Metallurgical Coke is
captively used for manufacture of Pig Iron. The Company's turnover is
mainly from domestic markets. The Equity Shares of the Company are
listed on The Bombay Stock Exchange Limited and The National Stock
Exchange of India Limited.
2 PRESENTATION AND DISCLOSURE OF FINANCIAL STATEMENTS:
During the year ended 31st March 2012, the Revised Schedule VI notified
under the Companies Act, 1956 has become applicable to the Company for
preparation and presentation of its financial statements. The adoption
of Revised Schedule VI does not impact recognition and measurement
principles followed for preparation of financial statements. However,
it has significant impact on presentation and disclosures made in the
financial statements. The Company has also reclassified the previous
year figures in accordance with the requirements applicable in the
current year.
3 In the opinion of the Board, assets other than Fixed Assets and
non-current investments have a value on realisation in the ordinary
course of business atleast equal to the amount at which they are stated
and provision for all known liabilities have been made.
4 EXCISE DUTY ON OPENING AND CLOSING STOCKS:
Excise Duty on sales for the year has been disclosed as reduction from
turnover. Excise Duty relating to the difference between closing stock
and opening stock has been included in Note 27 "Changes in inventories
of finished goods, work-in-progress and scrap".
(a) The present value of obligation in respect of provision for payment
leave encashment is determined based on actuarial valuation using the
projected unit credit method, which recognises each period of service
as giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up the final obligation
recognised and charged off to Statement of Profit and Loss.
(b) The estimates of rate of escalation in salary considered in
actuarial valuation is determined after taking into account inflation,
seniority, promotion and other relevant factors including supply and
demand in the employment market. The above information is certified by
the Actuary.
5 DISCLOSURES UNDER ACCOUNTING STANDARD 17 ON SEGMENT REPORTING:
The Company's business consists of two reportable segments viz., Pig
Iron and Metallurgical Coke with Co-generation Power as per Accounting
Standard 17 "Segment Reporting" issued under the Companies (Accounting
Standard) Rules 2006. Segment information has been prepared in
conformity with the accounting policies adopted for preparing and
presenting the financial statements of the Company. Inter/Intra segment
transfers are accounted at selling price to the transfering segment.
Inter segment transfers are eliminated on consolidation. The following
tables present the revenue, profit or loss, assets and liabilities
information relating to the business/geographical segment for the year
ended 31st March 2012.
6 DISCLOSURES UNDER ACCOUNTING STANDARD 19 ON LEASES:
Information on leases as per Accounting Standard 19 "Leases" issued
under the Companies (Accounting Standard) Rules 2006: Operating lease
expenses:
The Company has various operating leases for various premises that are
renewable on a periodic basis and cancellable at its option. Rental
expenses for operating leases recognised in the Statement of Profit and
Loss for the year is Rs 4503210/- (previous year Rs 3970822/-)
Mar 31, 2011
1. Contingent Liabilities Not Provided For:
2010-11 2009-10
Rs. Rs.
i) Claims against the Company not
acknowledged as debt 12168141 12466141
ii) Taxes and Duty demands and show cause
notices contested by the Company 198768 190301
iii) On account of Bank Guarantees executed
by the bankers 14314025 9467212
Total 26680934 22123654
ii. Computation of net profit in accordance with Section 198 of the
Companies Act, 1956 with relevant details of calculation of commission
payable by way of percentage of such profits to Managing Director and
Executive Vice Chairman for the year ending 31sl March, 2011.
2. Confirmation letters have been issued in respect of sundry debtors,
loans and advances and sundry creditors of the Company but not
responded to in some cases. Hence unconfirmed balances are subject to
reconciliation and consequent adjustments, if any, would be
determined/made on receipt of confirmation. However, in the opinion of
the Board of Directors the current assets, loans and advances have a
value on realisation in the ordinary course of business at least equal
to the amount at which they are stated and provision for all known
liabilities has been made.
3. Excise Duty on sales for the year has been disclosed as reduction
from turnover. Excise Duty relating to the difference between closing
stock and opening stock has been included in Schedule
16 "Increase/(Decrease) in stocks".
4. Deposits include an amount of Rs. 1215000/-{previous year
Rs.8100007-) due from a Director of the Company towards rental deposit
of office premises. Maximum amount outstanding during the year Rs.
1215000/- (Previous year: Rs. 810000/-).
5 Previous year figures have been regrouped / rearranged wherever
necessary and paise have been rounded off to the nearest rupee.
6 Information as required to be disclosed under schedule VI of the
Companies Act, 1956 with reference to Micro, Small and Medium
Enterprises Development Act, 2006 (Act) as given below and the
information mentioned at Schedule No.13 -Current Liabilities with
reference to dues of Micro, Small and Medium enterprises, has been
determined to the extent such parties have been identified on the basis
of information available with the Company and relied on by the
Auditors:
7 terms of approval accorded by the Company at the Extraordinary
General Meeting held on 15Lh December 2010, the Company on 15th March
2011 allotted by a preferential issue to Ganapati Adusumilli Fininvest
Private Limited, an associate entity of Promoters'group, 4200000 Share
Warrants at an issue price of Rs.60/- (including Share Premium of
Rs.50/- for each) per Share Warrant against twenty five percent upfront
payment of Rs.630O000O/-. Each Share Warrant carries a right to apply
for 1 (one) Equity Share of Rs.10/-each at a premium of Rs.50/- per
share within a period not exceeding eighteen months from the date of
allotment of Share Warrants.The ailottee has since exercised option of
conversion of 400000 Share Warrants by paying the balance seventy five
percent of the outstanding amount of Rs. 18000000/-. On exercise of
this option, the Company appropriated a sum of Rs.4000000/- towards
paid up capital and balance of Rs.20000000/- towards Share Premium
account The balance 3800000 Share Warrants where an amount of Rs.15/-
per Share Warrant (Rs.2.50/- towards share capital and Rs.12.50/-
towards share premium) paid up aggregating to Rs.57O0OOO0/- has been
shown as "Money received against Share Warrants" under Shareholders'
funds. On exercise of option of conversion of these outstanding Share
Warrants, the paid up Share Capital and Share Premium will increase by
Rs.38000000/- and Rs. 190000000/- respectively. The upfront payment
would stand forfeited if the option of conversion is not exercised
within stipulated time.
During the year, the Company has also by way of the above preferential
issue, allotted 800000 Equity Shares of Rs. 10/- each at a premium of
Rs.50/- per share on a private placement by preferential allotment
basis to Stemcor AG on 15th March 2011 in terms of approval accorded by
the Company at the Extraordinary General Meeting held on 15th December
2010, whereby the paid up capital has gone up by Rs.8000000/- and the
Share Premium account by Rs.40000000/-.
Disclosure on Utilisation of proceeds of Preferential Issues in terms
of SEB1 (iCDR) Regulations 2009 :
i) The proceeds of preferential issue made in January 2008 amounting to
Rs.426000000/- has been fully utilised for project and other related
business expenditure.
8 The Company's business consists of two reportable segments viz.,
Pig Iron and Metallurgical Coke with Co- generation Power as per
Accounting Standard 17"SegmentReporting"issued under the Companies
(Accounting Standard) Rules 2006.
Segment information has been prepared in conformity with the accounting
policies adopted for preparing and presenting the financial statements
of the Company. Inter segment transfers are eliminated on
consolidation.
9 Information on leases as per Accounting Standard 19"Leases" issued
under the Companies (Accounting Standard) Rules 2006:
Operating lease expenses:
The Company has various operating leases for various premises that are
renewable on a periodic basis and cancellable at its option. Rental
expenses for operating leases recognised in the Profit and Loss Account
for the year is Rs.3970823/- (previous year Rs.3671782/-)
10 Provision for taxation:
(i) The provision for taxation is made based on an estimate of
assessable income determined by the Company under the Income Tax Act,
1961.
11. Leasehold land represents land purchased admeasuring 88.57 acres
under lease-cunvsale agreement with Karnataka Industrial Area
Development Board (KIADB), Government of Karnataka.
12. During the year Company purchased 9994004 units, accumulated
117172 units and sold 10111176 units of Rs.10/- each in Ultra Short
Term Fund - Institutional plan- Daily Dividend of SBI Mutual Fund.
Dividend earned thereof is Rs.1172426/-.
13. The schedules referred to in the Balance Sheet and Profit and Loss
statements form an integral part of the accounts.
14. Information as required under part IV of Schedule VI to the
Companies Act, 1956 is as per Annexure.
Mar 31, 2010
1. Contingent Liabilities Not Provided For:
2009-10 2008-09
Rs. Rs.
i) Claims against the Company not
acknowledged as debt 12466141 12966141
ii) Taxes and Duty demands and show cause
notices contested by the Company 190301 9955478
iii) On account of Bank Guarantees
executed by the bankers 9467212 6512000
Total 22123654 29433619
ii. Computation of net profit in accordance with Section 198 of the
Companies Act, 1956 with relevant details of calculation of commission
payable by way of percentage of such profits to Managing Director and
Executive Vice Chairman for the year ending 31st March, 2010.
*The company depreciates Blast Furnace lining / relining based on
estimated useful life that is lower than those implicit in Schedule XIV
of the Companies Act 1956. Accordingly, the rates of depreciation used
by the Company in such cases are higher than the minimum rates
prescribed by Schedule XIV.
2. Confirmation letters have been issued in respect of sundry debtors,
loans and advances and sundry creditors of the Company but not
responded to in some cases. Hence unconfirmed balances are subject to
reconciliation and consequent adjustments, if any, would be
determined/made on receipt of confirmation. However, in the opinion of
the Board of Directors the current assets, loans and advances have a
value on realisation in the ordinary course of business at least equal
to the amount at which they are stated and provision for all known
liabilities has been made.
3. Excise duty on sales for the year has been disclosed as reduction
from turnover. Excise Duty relating to the difference between closing
stock and opening stock has been included in Schedule 16
"Increase/(Decrease) in stocks".
4. Deposits include an amount of Rs.810000/- (previous year
Rs.810000/-) due from a Director of the Company towards rental deposit
of office premises. Maximum amount outstanding during the year
Rs.810000/- (Previous year: Rs. 810000/-).
5. Previous year figures have been regrouped / rearranged wherever
necessary and paise have been rounded off to the nearest rupee.
6. Information as required to be disclosed under schedule VI of the
Companies Act, 1956 with reference to Micro, Small and Medium
Enterprises Development Act, 2006 (Act) as given below and the
information mentioned at Schedule No.13 -Current Liabilities with
reference to dues of Micro, Small and Medium enterprises, has been
determined to the extent such parties have been identified on the basis
of information available with the Company and relied on by the
Auditors:
7. Utilisation of proceeds of Preferential Issue:
In terms of SEBI (DIP) Guidelines 2000 for preferential issues, the
utilisation of proceeds of Preferential Issue made in January 2008 is
as under:
8. The Companys business consists of two Reportable segments viz.,
Pig Iron and Metallurgical Coke with Co-generation Power as per
Accounting Standard 17 "Segment Reporting" issued under the Companies
(Accounting Standard) Rules 2006.
Segment information has been prepared in conformity with the accounting
policies adopted for preparing and presenting the financial statements
of the Company. Inter segment transfers are eliminated on
consolidation.
9. Information on leases as per Accounting Standard 19 "Leases"
issued under the Companies (Accounting Standard) Rules 2006:
Operating lease expenses:
The Company has various operating leases for various premises that are
renewable on a periodic basis and cancellable at its option. Rental
expenses for operating leases recognised in the Profit and Loss Account
for the year is Rs.3671782/- (previous year Rs.2180886/-)
10. Provision for taxation:
(i) The provision for taxation is made based on an estimate of
assessable income determined by the company under section 115JB
(Minimum Alternate Tax)the Income Tax Act, 1961.
11. The schedules referred to in the Balance Sheet and Profit and Loss
statements form an integral part of the accounts.
12. Information as required under part IV of Schedule VI to the
Companies Act, 1956 is as per Annexure.
CODE OF BUSINESS CONDUCT AND ETHICS
1. INTRODUCTION:
1.1 Good business and good ethics are identical if viewed from moral,
legal and practical stand points. As we understand, ethics is the
discipline dealing with what is good and bad, or right or wrong or with
moral duty and obligation. Viewed from this sense of understanding,
business ethics is the application of ethical principles to business
relationships and activities. The trust and respect of all stakeholders
are biggest assets which cannot be purchased but earned. Therefore, the
business of a corporate must be conducted according to the highest
ethical standards.
1.2 This Code is aimed at adding ethics to the business curriculum. The
present written Code of Business Conduct and Ethics is expected to make
the users ethically sensitized and would improve the business
practices. When confronted with ethical dilemmas, this Code is expected
to offer some guidance in resolving them and therefore, the users are
encouraged to review and imbibe the same in their day to day
functioning.
1.3 This Code is only a guidance note and is not exhaustive. The users
may well take this as a basic and minimum discipline for taking any
business decision or conduct of business. The users are always
encouraged to follow any improved set of ethical standards in the given
circumstances and set an example for others and thus represent our
business as a role model.
2. POLICY STATEMENT:
2.1 This Code of Business Conduct and Ethics (herein after referred to
as "Code") embodies the commitment of Sathavahana Ispat Limited to
conduct our business in accordance with highest standards of ethics and
with all applicable laws, rules and regulations. This Code forms an
integral part of the Corporate Governance policy of the Company and all
the members of the Board of Directors and Senior Management must adhere
to the policy of Corporate Governance and the present Code in its true
spirit. The members of the Board of Directors and Senior Management are
expected to and advised to follow the principles and procedures set
forth in this Code in their respective functioning and thus set highest
ethical standards in their business and personal dealings.
3. OBJECTIVE:
3.1 In line with the avowed policy on Corporate Governance, the
objective of this Code is to bring in highest standards in the conduct
of Companys business while ensuring honesty and integrity in managing
the affairs of the Company. The Code is aimed at providing
accountability, transparency and control systems and encourages value
creation. We, at Sathavahana Ispat Limited believe that we are the
trustees of all the stakeholders involved in the Company and in terms
of this trusteeship, we should strive hard to protect and further the
interest of our stakeholders in perpetuity.
4. AUTHORITY:
4.1 The Board of Directors of the Company is the authority for setting
the standards of the Code. Should there arises a need for review,
refinement, improvement, modification and update of the Code, the Board
of Directors of the Company is alone empowered to do so on a periodical
basis while ensuring its continuing relevance, effectiveness and
responsiveness to the needs of all stakeholders as also to reflect
corporate, legal and regulatory developments.
4.2 It is the intention of the Company that this Code will also be The
Code of Conduct and Ethics for the Board of Directors and Senior
Management stated in the listing requirements of clause 49 of the
Listing Agreements entered into by the Company with the Stock Exchanges
where the Companys equity shares are listed.
4.3 In the event of any difficulty in understanding and interpretation
of the Code, the Board of Directors shall be the sole authority to
clarify and apply the meaning to the issue on hand.
5. APPLICATION:
5.1 This Code shall apply to all the Board of Directors of the Company
irrespective of executive and non- executive directors. This Code shall
also apply to all the Senior Management of the Company covering all
functional heads upto the level of Managers. Each person covered by the
Code shall submit a signed annual declaration to the Company certifying
therein, interalia, the compliance of the Code.
6. DISCLOSURE:
6.1 It is the intention of the Company that this Code shall be included
in the next annual report of the Company to the shareholders as an
exhibit to the report on Corporate Governance and be included so
thereafter as may be decided by the Board of Directors in every annual
report of the Company to the shareholders. The Code be also posted and
maintained on the website of the Company, as and when the Company hosts
its website.
6.2 The Managing Director in his capacity as Chief Executive Officer of
the Company shall make an annual statement in the Annual Report of the
Company addressed to all stake holders to the shareholders that all the
Directors and Senior Management of the Company has complied with the
standards of the Code and a certificate from every person affirming the
compliance has been obtained.
6.3 Any update and modification to the Code shall be promptly
disseminated and notified to all the members of the Board of Directors
and senior management of the Company and so also to the Stock Exchanges
where the equity shares of the Company are listed.
7. STANDARDS:
7.1 Fiduciary duty and Conflict interest:
7.1.1 Directors and Senior Management owe a fiduciary duty to the
Company to act always in the best interests of the Company and have a
bounden duty to advance its legitimate business interests to itself
whenever the opportunity to do so arises and must avoid any situation
in which personal interests conflict or have potential of conflict with
the Company interests.
7.1.2 Directors and Senior Management are prohibited from taking any
benefit or advantage for themselves or through a third party entity
where they have a direct or indirect relation, any corporate or
business opportunity that is discovered through the use of Companys
property, information or position unless Company itself has been given
or afforded a first right of opportunity or option to take advantage of
such opportunity and /or refusal and the Company has turned down such
opportunity or option and refused to take such opportunity. Directors
and Senior Management should desist from taking any personal gain,
directly or indirectly through any related party, out of any corporate
or business opportunity which otherwise would have genuinely belonged
to the Company by virtue of deployment of its resources.
7.1.3 In the event of any conflict of interest in a particular
situation, the proper course would be to have an approval of the Board
of Directors of the Company beforehand. Where any personal benefit or
gain made or accrued out of any corporate or business opportunity in
which Companys property or services were used, the Directors and
Senior Management must promptly account for such benefit or gain to the
Company.
8.1 Confidentiality:
8.1.1 All confidential information concerning the Company is the
property of the Company and must be closely guarded and / or protected
and shall not be disclosed to any third party save and except mandated
to do so by Law or authorized by the Company.
8.1.2 Confidential information concerning Company include possible /
future business opportunities, customer and supplier data or profile,
financial performance, unpublished financial information and / or
financial data, unpublished securities information, technology and
technical information, technical advancements, patents, trade marks,
copy rights or any other information, expertise, knowledge which are in
the exclusive domain of the Company.
8.1.3 Directors and Senior Management are prohibited from disclosing or
using the same for personal gain any confidential information
concerning the Company, which they acquire in the course of their
association / employment with the Company. Such prohibition shall
extend not only to work place but also to any other outside place and
covers a period of say, one year after their dis-association or
cessation of employment with the Company.
9.1 Insider Trading:
Trading of Securities of the Company on the basis of confidential
information acquired through your association /employment with the
Company is restricted and / or prohibited.
9.2 Directors and Senior Management are bound by Securities and
Exchange Board of Indias (SEBIs) Insider Trading Regulations and
Companys policy thereof. Directors and Senior Management are
accordingly restricted from dealing in the Companys securities based
on the unpublished price sensitive information concerning the Company
during the opening of ÃWindow period as provided in the above
Regulations. Directors and Senior Management are strictly prohibited
from dealing in the Companys securities based on any unpublished price
sensitive information.
9.3 Any clarifications in this regard Director/Senior Management may
always take assistance from Company Secretary and Compliance Officer of
the Company.
10.1 Protection of Companys Assets:
10.1.1 Protection of Companys Assets is of paramount importance and it
is our duty to protect Companys Assets and also put the same to proper
use.
10.1.2 Companys assets are exclusive property of the Company and they
are to be used solely for legitimate business purposes of the Company
only. Directors and Senior Management in their capacities as Ãtrustees
of the Companys properties shall always endeavor to protect the
Companys assets and also bound to put the same to proper use.
10.1.3 Companys assets should not be used for personal purposes both
in the course of employment or association and after cessation of
employment or association with the Company.
11.1 Compliance with Laws and Regulations:
11.1.1 The Company seeks to comply in letter and spirit with all
applicable laws and regulations in force and at all times and wherever
operated.
11.1.2 Companys business is guided by several laws and regulations
some of which are stringent. Directors and Senior Management must
endeavor to comply with all the applicable laws and regulations with
respect to conduct of Companys business and personal conduct both
within and outside work place.
11.1.3 Violation of any laws will attract personal indictment and
penalties, and the Company will also similarly be subjected to such
penalties. Directors and Senior Management should ensure total
compliance of laws and regulations to avoid any such penalties. They
should familiarize themselves about the laws of land and keep abreast
of all changes / amendments from time to time.
12.1 Fair Business Practice and Dealings:
12.1.1 The Company believes in fair dealings in the conduct of its
business and encourages honest business competition.
12.1.2 Fair dealings imply conducting ourselves with honesty and
integrity and showing transparency and openness when dealing with
Companys customers, suppliers, competitors and employees.
12.1.3 Directors and Senior Management are discouraged from engaging in
unfair methods of competition and unfair or deceptive acts and
practices. Directors and Senior Management are also discouraged from
taking unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts or
other unfair dealings.
12.1.4 Directors and Senior Management shall not authorize any third
party to represent the Company whose business conduct and ethics are
known to be inconsistent with the Code.
12.1.5 Directors and Senior Management are discouraged from accepting
any gifts, contributions, donations other than customary nature from
any parties and discourage offering such things to any third parties in
the conduct of Companys business.
13.1 Dissemination / Disclosure of Companys Information:
13.1.1 The Company encourages dissemination or disclosure of timely,
accurate and complete information to all stakeholders and law enforcing
authorities through proper channel.
13.1.2 The Company is required to disclose information concerning its
business affairs from time to time through media, publication, letters,
notes, memoranda etc., the object being to keep the stakeholders, law
enforcing authorities and public at large informed of the Companys
plans, policies, compliances, achievements, accomplishments etc.
13.1.3 Directors and Senior Management should ensure that dissemination
/ disclosure are time bound, accurate, complete, true and fair.
Disclosure / dissemination of non-public information is strictly
prohibited. Inter action with media should be only through authorized
persons. Information sought by the law enforcing authorities should be
furnished as early as possible. All disclosures / dissemination of
information shall be for and on behalf of the Company.
14.1 Health, safety and Environment:
14.1.1 The Company abides by the health, safety and environment norms
guidelines and is committed to preserve quality of life of all
concerned with Companys business.
14.1.2 Protection / perseverance of health, safety and quality of life
of all involved in the business of Company in a conducive external and
internal environment is of utmost importance for a sustainable
development and therefore deserves highest priority.
14.1.3 Directors and Senior Management shall ensure compliance with the
health, safety and environment laws and regulations and strive hard to
adopt best practices concerning these issues.
15.1 Reporting violations:
15.1.1 Any activities that are in violation or having potential of
violation of the Code should be promptly brought to the notice of the
immediate supervisors or to the Chairman of the Board.
15.1.2 All employees are encouraged to report any violations or
situations having potential of any violation should be brought to the
notice of immediate supervisors or to the Chairman of the Company.
15.1.3 Directors / Senior Management should always welcome to receive
information about violations of the Code from colleagues and sub
ordinates such information and desist from taking punitive or vengeful
action or punishment against the reporting employees.
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