GUJARAT NRE COKE LIMITED
Corporate Information
BOARD OF DIRECTORS
(As on 14th August, 2014)
Mr. Girdharilal Jagatramka
Mr. Arun Kumar Jagatramka
Mrs. Mona Jagatramka
Mr. Gopal Prasad Dokania
Mr. Sisir Kumar Mukherjee
Dr. Mahendra Kumar Loyalka
Mr. Murari Sananguly
Mr. C. Narasimhan
Chairman Emeritus
Chairman & Managing Director
Director
Director
Director
Director
Director
Nominee Director
REGISTERED OFFICE
22, Camac Street,
Block - C, 5th Floor,
Kolkata - 700016, India
Phone : +91-33-22891471
Fax : +91-33-22891470
Email : info@gujaratnre.com
Website : www.gujaratnre.com
Corporate Identification Number (CIN) : L51909WB1986PLC040098
CHIEF FINANCIAL OFFICER
Mr. P. R. Kannan
WORKS
COKE
1) Village Dharampur, Khambhalia,
Devbhoomi Dwarka, Gujarat, India
CHIEF COMMERCIAL OFFICER
Mr. Pawan Kumar Agrawal
2)
Village Lunva, Bhachau,
Kutch, Gujarat, India
3)
Road No. 16, 1st Cross, KIADB,
Belur Industrial Area, Dharwad,
Karnataka, India
CHIEF OPERATING OFFICER
Mr. Sunil Kumar Maskara
AUDITORS
M/s. N. C. Banerjee & Co.
Chartered Accountants,
2, Ganesh Chandra Avenue,
Room No. 9, 1st Floor,
Kolkata - 700 013
STEEL
Village Lunva, Bhachau,
Kutch, Gujarat, India
REGISTRAR & SHARE TRANSFER AGENT
M/s. Niche Technologies (P) Ltd.
D-511, Bagri Market, 5th Floor,
71, B. R. B. Basu Road, Kolkata - 700 001
Phone : +91-33-2235-7270 / 7271
Fax : +91-33-2215-6823
SOLICITORS & ADVOCATES
M/s. L. P. Tiwari & Co.
Emerald House, 4th Floor,
1B, Old Post Office Street,
Kolkata - 700 001
BANKERS
State Bank of India
Bank of Baroda
State Bank of Hyderabad
Standard Chartered Bank
Axis Bank Ltd
ICICI Bank Ltd
Tamilnad Mercantile Bank Ltd
DBS Bank Ltd
Life Insurance Corporation of India
IDBI Bank Ltd
Corporation Bank
State Bank of Patiala
State Bank of Travancore
Export-Import Bank of India
Lakshmi Vilas Bank Ltd
Syndicate Bank
United Bank of India
The Ministry of Corporate Affairs has taken a “Green Initiative in Corporate
Governance” allowing paperless compliances by Companies for serving of
notice/documents/annual reports by email to the members. To support this
initiative in full measure, members who have not registered their email
address so far, are requested to register their email address, in respect of
electronic holdings with their concerned Depository Participants
immediately. Members who hold shares in physical segment are also
requested to immediately register their email address with Registrar &
Share Transfer Agent of the Company.
Contents
Directors' Report 1 Annexure to the Directors' Report 4 Report on Corporate Governance 9 Auditors'
Certificate on Corporate Governance 18 Management Discussion and Analysis 19 Managing
Director (CEO) and Chief Financial Officer (CFO) Certification 21 Independent Auditors' Report 22
Balance Sheet 24 Statement of Profit & Loss 25 Notes to the Financial Statements 26 Cash Flow
Statement 47 Statement under Section 212 relating to Subsidiary Companies 48 Particulars of
Subsidiary Companies 49 Independent Auditors' Report on Consolidated Financial Statements 49
Consolidated Balance Sheet 50 Consolidated Statement of Profit & Loss 51 Notes to the
Consolidated Financial Statements 52 Consolidated Cash Flow Statement 72
GUJARAT NRE COKE LIMITED
Directors’ Report
To
The Members,
ISSUE OF EQUITY
The Company has allotted equity shares of Rs. 10/- as per
following details:-
Your Directors present 27th Annual Report and the Audited
Financial Statements for the financial year ended 31st March,
2014.
FINANCIAL RESULTS/HIGHLIGHTS
Date of Allotment
No. of shares Particulars
22nd May, 2013
50,00,000
Issued to Promoters Group entities at a
premium of Rs. 11.08 per share upon
conversion of Warrants
17th June, 2014
1,21,61,222
Issued to ICICI Bank Ltd. at a premium of Rs.
1.01 per share upon conversion of Funded
Interest Term Loan
17th June, 2014
3,35,00,000
Issued to Promoters Group entities at a
premium of Rs. 0.90 per share upon
conversion of Warrants
(Rs. in crores)
2013-14
2012-13
Total Income
1250.64
1751.94
Total Expenditure
1644.87
1336.37
Profit/(Loss) before Interest,
Depreciation and Tax
(394.23)
415.57
Less: (1) Finance Cost
331.40
263.02
(2) Depreciation
61.30
58.33
ISSUE OF CONVERTIBLE WARRANTS
(786.93)
94.22
The Company allotted 10,00,00,000 convertible warrants on 18th
April, 2014 at a conversion price of Rs. 10.90 per Warrant
aggregating Rs. 109.00 crores only and 6,00,00,000 convertible
warrants on 17th June, 2014 at a conversion price of Rs. 10.72
aggregating Rs. 64.32 crores on preferential basis to the
Promoter Group entities. Each Warrant is convertible at the option
of the holders into One Equity Share of Rs. 10/- each.
47.47
47.95
NON-CONVERTIBLE DEBENTURES
Less: Provision for Taxation
(273.59)
15.29
Profit/(Loss) after Tax
(560.81)
30.98
–
–
(560.81)
30.98
During the year under review, the company redeemed NonConvertible Secured Redeemable Debentures (NCDs)
amounting Rs. 34.99 crores as per the terms of issue of these
debentures. The NCDs amounting to Rs. 427.51 crores were
outstanding at the end of the year under review.
Profit/(Loss) before Tax and
Exceptional Items
Exceptional Items
Add : Amount brought forward
Amount available for appropriation
LISTING
Less : Amount transferred to
General Reserve
10.80
Add : Dividend for earlier year
written back
28.87
–
Add : Dividend tax written back
4.68
–
–
30.98
(538.06)
–
Less : Transferred to Debenture
Redemption Reserve
Balance carried to Balance Sheet
Both the Equity Shares and “B” Equity Shares of the Company are
listed at the National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE). The Non-convertible Debentures of the
company (including Debentures issued under QIP) are listed at
BSE. The convertible warrants issued by the Company under QIP
are listed at NSE and BSE. The Foreign Currency Convertible
Bonds (FCCBs) are listed at Singapore Exchange Limited (SGX).
–
BUSINESS PLANS
The market for metcoke continued to remain sluggish during the
year under review due to dwindling demand from Steel industry,
the major user of metcoke. This had severely impacted
realisations of our products.
REVIEW OF OPERATIONS
During the year under review, the Total Income from operations
was Rs.1250.64 Crores as compared to Rs 1751.94 Crores in the
previous year. The Company has suffered net loss of Rs. 560.81
crores during the year, as compared to the Profit of Rs. 30.98
crores during the previous year.
Steel industry, which is the largest consumer of coking coal and
metcoke, continued to reel through extreme recessionary trends
which has resulted in subdued demand of metcoke and also
dragged its realizations to rock bottom levels. This had resulted in
huge built up of inventories of coking coal and metcoke impacting
the cash flows in the business.
In view of these adversities, Corporate Debt Restructuring
Empowered Group (CDR EG), upon being approached by the
Company, have approved CDR Package in March, 2014 under
Corporate Debt Restructuring mechanism (CDR) issued by
Reserve Bank of India.
The key features of CDR Package are given in detail in the Notes
to the Financial Statements forming part of this Annual Report.
DIVIDEND
In view of the losses incurred, the Board does not recommend any
dividend.
Due to the market imbalances and the continued global economic
slowdown, the Company has been facing liquidity constraints.
This has resulted in the Company realigning its debts under CDR
mechanism through CDR Package. The Company plans to
gradually increase its capacity utilization along with its turnover
and margins in a phased manner.
The Company's projects for generation of power from waste heat
emanating from its Coke Oven Plants in the States of Karnataka
and Gujarat had to be temporarily shelved during the year under
review due to liquidity constraints. However, during 2014-15 the
project at Dharwad in Karnataka is proposed to be revived as it is
at an advanced stage of completion. The Company is presently
generating power through non polluting method i.e. through wind
turbine generators having capacity to generate 87.5 MW of power.
SUBSIDIARIES
During the year, Jindal Steel & Power Ltd (Jindal Group) had
acquired majority stake in Gujarat NRE Coking Coal Ltd.
(GNCCL), erstwhile Australian mining subsidiary of the Company.
Accordingly, GNCCL along with its three subsidiaries viz. Gujarat
1
GUJARAT NRE COKE LIMITED
Directors’ Report (Contd.)
NRE Wonga Pty Ltd, Gujarat NRE Resources NL and Southbulli
Holdings Pty Ltd ceased to be subsidiaries of the company. The
other five Australian subsidiaries of the Company viz. Gujarat
NRE Properties Pty Ltd, Gujarat NRE Ltd, Gujarat NRE Coal
(NSW) Pty Ltd, Wonga Coal Pty Ltd and Gujarat NRE India Pty Ltd
also ceased to be subsidiaries during the year due to restructuring
of their respective share capital.
Mr Subodh Kumar Agrawal, Non Executive Director has resigned
from his office w.e.f. 25th May 2014. The Board records its
appreciations for the services rendered by them during their
tenure in the Company.
Dr Mahendra Kumar Loyalka retires by rotation at the forthcoming
Annual General Meeting and express his unwillingness to be reappointed.
The Company has two wholly-owned Indian Subsidiaries i.e.
Manor Dealcom Pvt Ltd and Huntervalley Coal Pvt Ltd. The
Financial Statements and other reports of these subsidiaries are
not attached to this Annual Report pursuant to a general
exemption granted under circular no 2/2011 dated 8th February
2011 of Ministry of Corporate Affairs. The relevant information of
these subsidiaries as required by the said Circular of Ministry of
Corporate Affairs has been provided in this Annual Report.
Mr Sisir Kumar Mukherjee was appointed by the Board as a
Director in the casual vacancy caused by the resignation of Dr
Basudeb Sen in terms of Section 161(4) of the Companies Act
2013 w.e.f. 18th March 2014 and accordingly, he retires by
rotation at the ensuing Annual General Meeting.
Mr Sisir Kumar Mukherjee and Mr Murari Sananguly are proposed
to be re-appointed as Directors designated as Independent
Directors of the Company pursuant to the provisions of Section
149 of Companies Act 2013 w.e.f. 1st October 2014 and the
Listing Agreement for a period of 5 years and they shall not be
liable to retire by rotation.
The Financial Statements and other reports related to these
subsidiaries are available at Registered Office of the Company
during the working hours and a copy thereof will be provided to the
shareholders of the Company upon request.
Mr Gopal Prasad Dokania was appointed as an Additional
Director by the Board at its meeting held on 30th June 2014 to hold
office upto the date of ensuing Annual General Meeting. It is
proposed to appoint him as a Director designated as Independent
Director at the ensuing Annual General Meeting for a period of 5
years w.e.f. 1st October 2014 and he shall not be liable to retire by
rotation.
MERGER
The Scheme of Amalgamation of Bharat NRE Coke Limited with
the Company was approved by the shareholders of the Company
on 28th January, 2013. However in view of subsequent
development of reference of the Company to CDR EG for its debt
restructuring, the said amalgamation was not allowed by the
Hon'ble High Court of Calcutta.
Mr C Narasimhan has been appointed as a Nominee Director of
State Bank of India w.e.f. 8th August 2013.
CORPORATE GOVERNANCE
In compliance with the requirements of clause 49 of the Listing
agreement with Stock Exchanges, a Report on 'Corporate
Governance' as on 31st March, 2014 and a Report on
Management Discussions and Analysis are annexed to and form
a part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the
Companies Act, 1956 with respect to Directors' Responsibility
Statement, your Directors confirm having -
Chairman & Managing Director (CEO) and Chief Financial Officer
(CFO) have certified to the Board with regard to the financial
statements and other matters as required by the aforesaid clause
of the listing agreement and the said certificate is also annexed to
and forms a part of this Report.
EMPLOYEE STOCK OPTION SCHEME
The Company had granted 95,89,000 options to its
Employees/Directors through four different tranches under GNCL
Employee Stock Options Scheme 2007 (ESOP 2007) till the end
of previous year against the approval received from shareholders
to grant upto 1,21,95,302 options under the said Scheme.
i)
Followed in the preparation of the annual accounts the
applicable accounting standards with proper explanation
relating to material departures;
ii)
Selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the year under
review and of the profit of the Company for the year ended on
that date;
iii) taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the
assets of the company and for preventing and detecting fraud
or other irregularities; and
As required by clause 12 of the SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999,
the disclosures with regard to Stock Options in respect of GNCL
Employee Stock Option Scheme 2007 as on 31st March, 2014 are
given in an Annexure to this Report.
iv) prepared the annual accounts on a 'going concern basis'.”
AUDITORS
The Company has received a certificate from the Auditors that the
aforesaid Scheme has been implemented in accordance with
SEBI Guidelines and the resolution passed by the shareholders.
The Certificate would be placed at the meeting for inspection by
the shareholders.
M/s. N. C. Banerjee & Co., Chartered Accountants, the Statutory
Auditors hold office upto the forthcoming Annual General Meeting
of the Company and are eligible for reappointment. As required
under the provisions of Section 139 of the Companies Act, 2013,
the Company has received written confirmation from M/s. N C
Banerjee & Co., that their re-appointment as Auditors, if made,
would be in conformity within the limits prescribed in the said
Section and that they are not disqualified from being appointed as
the Auditors of the Company.
DIRECTORS
Dr Basudeb Sen and Mr Chinubhai R Shah, Non Executive
Directors resigned from their office w.e.f. 18th March 2014 and
2
GUJARAT NRE COKE LIMITED
Directors’ Report (Contd.)
Audit Branch of Ministry of Corporate Affairs, Government of India
are given below
AUDITORS' REPORT
The Directors refer to the auditors' observation in the Auditors'
Report and as required under Section 217(3) of the Companies
Act, 1956, provide their explanation as under:
i.
.
ii.
In respect of auditors' observation in standalone financial
statements regarding default in payment of interest and
repayment of dues to financial institutions, banks and NCD
holders as per para (xi) of Annexure to Auditors Report :
Due to the continued slowdown in the domestic and global
market, the operations of the company were severely
impacted. The Company ended the financial year with a high
operating loss mainly due to lower price realization,
diminution in the value of stocks, and unusual diminutions in
the value of rupees as against the US dollar. Due to above,
the company was unable to meet its interest and principal
liabilities under the various credit facilities from financial
institutions, banks and NCD holders in time. Consequently,
the Company's debts were restructured under the Corporate
Debt Restructuring (CDR) Forum. The company is also taking
various steps to reduce costs and improve efficiencies to
make its operations profitable.
a)
Name & address of the Cost Auditor –
M/s. B Mondal & Associates
61/H/15, Raja Naba Krishna Street,
Kolkata - 700 005.
b)
Name and membership no of the partner of the firm –
Mr Baidyanath Mondal, Membership no - 11681.
c)
Due date of filing and actual date of filing of the cost audit
report for the year 2012-13
Due date of filing :- 30.09.2013
Actual date of filing :- 31.03.2014
PUBLIC DEPOSITS
The Company has not accepted or renewed any Public Deposits,
as defined under Section 58A of the Companies Act, 1956, during
the year under review.
PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In respect of auditors' observation in standalone financial
statements regarding delay in depositing statutory dues, as
per para (ix) of Annexure to Auditors Report, with the
appropriate authorities :
The information on Particulars of conservation of energy,
technology absorption and foreign exchange earnings and outgo
as required under Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 are annexed and forms a part
of Annual Report.
It is clarified that the delay arose on account of mismatch in
cash flow/liquidity issues due to prevailing uncertain
economic environment that adversely impacted operating
conditions as stated above.
PARTICULARS OF EMPLOYEES
iii. In respect of auditors' Qualifications in consolidated financial
statements regarding considering Financial Statements of
erstwhile five Australian Subsidiaries, which were more than
six months old on the date on which these five companies
ceased to be subsidiaries of the company and in respect of
remaining four erstwhile Australian Subsidiaries, the
Management Approved Accounts as on the date on cessation
of Subsidiaries has been considered :
There was no employee during the year under review , who was in
receipt of remuneration of more than Rs. 5,00,000/- per month if
appointed for a part of the year or Rs. 60,00,000/- per annum, if
appointed for whole year. Therefore, the particulars of employees
as required under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975
as amended, are not applicable.
Due to acquisition of majority stake in the Australian mining
Company Gujarat NRE Coking Coal Ltd (GNCCL) by the
Jindal Steel & Power Ltd. (Jindal Group) in November 2013,
the said mining Company along with its Australian
subsidiaries company ceased to be subsidiaries of the
Company from that date. The New Management of GNCCL
has not complied with the company's request for providing
Audited Financial Statement of the erstwhile Australian
Subsidiaries for the relevant period. Hence for the purposes
of deconsolidation of these subsidiaries the company has
considered latest available Audited Consolidate Financial
Statement as on 31st March, 2013 of these companies.
PERSONNEL / INDUSTRIAL RELATIONS
The Company maintained cordial and harmonious relations at all
levels at the offices and plants of the Company and its subsidiaries
throughout the year under review.
APPRECIATION
We wish to acknowledge the understanding, support and services
of our workers, staff and executives which has largely contributed
to efficient operations and management of the Company during
the year under review. We also take this opportunity to express our
deep sense of gratitude to all our customers, dealers, suppliers,
bankers, government officials and all other business associates
for their continuous guidance and support to the Company and
their continued confidence in its management. We also take this
opportunity to express our sincere thanks to our shareholders and
debenture holders for the confidence and faith in our company.
As far as other erstwhile Australian Subsidiaries are
concerned, the Management Approved Accounts were made
available to the company on the date it ceased to be
subsidiaries of the company, as Audit of these companies
were not mandatory as per rules and regulation of that country.
COST AUDIT
The Company had reappointed M/s B Mondal & Co., Practicing
Cost Accountants as Cost Auditor under the provisions of Section
233B of the Companies Act, 1956, to audit the cost records of its
steel and metcoke plant(s) for the financial year 2013-14.
For and on behalf of the Board
Place : Wollongong
Dated : 14th August, 2014
The particulars of cost auditor/cost audit report etc. as required by
General Circular no 15/2011 dated 11th April 2011 issued by Cost
3
Arun Kumar Jagatramka
Chairman & Managing Director
GUJARAT NRE COKE LIMITED
Annexure To The Directors’ Report
Information as required under section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988
A.
(d) Total energy consumption and energy consumption
per unit of Production:
As per Form-A annexed
CONSERVATION OF ENERGY
B.
(a) Efforts made in technology absorption:
(a) Energy Conservation measures taken:
As per Form-B annexed.
The Company continued to give major emphasis for
conservation of energy, and the measures taken in
the previous year were continued. The efficiency of
Energy Utilization at each plant is monitored at the
Corporate level every quarter, in order to achieve
effective conservation of energy. The significant Energy
conservation measured during the year were as
follows l
Use of Energy Efficient Lighting systems like low
wattage sodium vapour lamps and CFL in place of
high power mercury vapour lamps and fluorescent
tube lights.
l
Use of transparent roof sheets wherever possible
to make use of natural lighting to avoid power
lights in day time.
l
C.
Use of power capacitors to improve the Power
factor.
l
Creating awareness among employees about the
necessity of energy conservation by celebrating
energy conservation week.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(a)
Activities relating to export, initiative taken to
increase exports; development of new export markets
for products and services; and export plans:
No export during the year under review as compared to
Rs 163.34 crores in the previous year. Due to long
drawn recession in the global market and lack of
demand of met coke, no export was there, however,
efforts are being made to explore the possibilities of
export.
(b) Total foreign exchange used and earned (Amount) :
(Rs. in crores)
Current Year Previous Year
Switching off machines / equipment immediately
after use and fixing of timers to avoid over usage of
water pumps.
l
TECHNOLOGY ABSORPTION
Total Foreign exchange earning
301.92
190.67
Total Foreign exchange outgo
149.25
1034.66
FORM-A
Disclosure of particulars with respect to Conservation of Energy
for the year ended 31st March, 2014
A.
The Company continued to generate power through
wind mills having a capacity of 87.5 MW during the year
under review.
POWER AND FUEL CONSUMPTION
1
Current
Year
Previous
Year
368.89
682.07
14.85
16.84
4.03
2.47
Electricity
a) Purchased
(b) Additional investments and proposals, if any, being
implemented for reduction of consumption of
energy:
- Units (kwh in Lacs)*
- Total Amount (in crores)**
- Rate (Rs./ Unit)
The Company is at advance stage of completion of its
co-generation power plant having aggregate capacity
of 30 MW at its plant in the States of Karnataka. Such
captive generation of power through co-generation
power plant will reduce use of power acquired from
external agencies. Apart from this, the Company has
also installed energy efficient equipment wherever
required.
b) Own Generation
Through Diesel Generator
- Units (kwh In Lacs)
12.11
3.05
- Units per ltr. of Diesel Oil
11.59
3.19
4.95
14.66
- Cost (Rs./ Unit)
2. Coal
(c) Impact of above measures at (a) and (b) above for
reduction of energy consumption and consequent
impact on the cost of production of goods:
- Quantity (MT)
Nil
Nil
- Total Cost (Rs. in crores)
Nil
Nil
- Average Rate (Rs./ MT)
Nil
Nil
81.94
2360.15
0.42
8.91
- Average Rate (Rs./ K.Ltr.) 51366.53
37732.43
3. Furnace Oil
The generation of power through alternate means such
as wind mills provides power to the company at a rate
lower than the market rates for purchasing power from
power generating companies and thereby reducing the
cost of production.
- Quantity (K. Ltrs.)
- Total Cost (Rs. in crores)
4. Others/Internal Generation
4
Nil
Nil
GUJARAT NRE COKE LIMITED
Annexure To The Directors’ Report (Contd.)
B.
CONSUMPTION PER UNIT OF PRODUCTION (MT)
Coke
Electricity (Kwh)
Rolled & Alloy Steel Products
Electricity (kwh)
Coal (MT)
Furnace Oil (K. Ltrs.)
*
**
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
Current
Year
Previous
Year
1.
EFFORTS MADE : Efforts are being made towards
improvements in the existing production process through
indigenous methods.
24.70
18.82
2.
BENEFITS :
1085.14
NIL
0.002
1091.3
NIL
0.03
3.
includes units through wind turbine generators.
represents cost of Electricity purchased after adjusting
generation through wind turbine generators.
FORM - B
Form for disclosure of particulars with respect to technology
absorption
RESEARCH AND DEVELOPMENT (R&D)
1. SPECIFIC AREAS IN WHICH R&D
CARRIED OUT BY THE COMPANY
2. BENEFITS DERIVED
3. FUTURE PLAN OF ACTION
4. EXPENDITURE ON R&D: (Rs. in Lacs)
(a) Capital
(b) Recurring
(c) Total
(d) Total R&D Expenditure as
a Percentage of total turnover
a)
Improved quality and productivity.
b)
Conservation of fuel & reduced emissions.
PARTICULARS OF TECHNOLOGY IMPORTED DURING
LAST 5 YEARS:
(a) Technology imported
: NIL
(b) Year of import
: N.A.
(c)
: N.A.
Has technology been fully absorbed
(d) If not fully absorbed, areas where
this has not taken place, reasons
therefore and future plan of action
: N.A.
: None
: Not Applicable.
: None
: NIL
: NIL
: NIL
For and on behalf of the Board of Directors
Place : Wollongong
Dated : 14th August, 2014
: N.A.
5
Arun Kumar Jagatramka
Chairman & Managing Director
6
Options Exercised
during the year
Total number of shares
arising as a result of
exercise of options
Options lapsed/forfeited
during the year
Variation of terms of options
upto March 31, 2014
Money realized by exercise
of options during the year
6
7
8
9
Pricing Formula
3
5
Options Granted during
the year
2
Options Vested
(as on March 31, 2014)
Total number of options
under the Plan
1
4
Particulars
Sr
Nil
Nil
1,92,400 Options
(Options lapsed till
Prev. Year - 10,33,200)
Not Applicable
Not yet Exercised
3,12,200 Options (these
options are also entitled to
receive 31,220 “B” Equity
Shares as bonus shares).
Options were granted on
02.06.2007 at the closing market
price of the shares of the
Company on NSE on the day
immediately preceding the date of
grant of the options i.e. Rs.60.20
per share. Price of all options
under the Scheme was adjusted to
Rs.43 per share on account of
bonus issue in 2008. All options
were re-priced at Rs.18.05 per
share as per Note given below.
Consequent upon a further bonus
issue of “B” Equity Shares in 2010,
the price was not adjusted but
27,77,600 options outstanding at
that time were entitled to receive
2,77,760 “B” Equity Shares as
bonus shares free of cost in the
ratio of 1 “B” Equity Share upon
conversion of every 10 options
into 10 equity shares.
Nil
33,90,800 Options (includes
27,77,600 options also entitled to
receive 2,77,760 “B” Equity
Shares as bonus shares) (options
issued initially - 25,06,000 plus
bonus options issued - 8,84,800)
GNCL Employee Stock Option
Scheme, 2007 – 1st Tranche
Nil
Nil
10,600 Options
(Options lapsed till Prev. Year 1,57,800)
Nil (till Previous year - 1,49,000 Equity
Shares & 14,900 “B” Equity Shares).
Nil (Options exercised
till Previous year - 1,49,000).
3,25,800 Options (these options
are also entitled to receive 32,580 “B”
Equity Shares as bonus shares).
Options were granted on
19.01.2008 at Rs.120 per share at
a discount to the market price on a
day immediately preceding the
date of grant of options to make it
lucrative to the employees. Price
of all options under the Scheme
was adjusted to Rs.85.72 per share
on account of bonus issue in 2008.
All options were re-priced at
Rs.18.05 per share as per Note
given below. Consequent upon a
further bonus issue of “B” Equity
Shares in 2010, the price was not
adjusted but 3,65,400 options
outstanding at that time were
entitled to receive 36,540 “B”
Equity Shares as bonus shares
free of cost in the ratio of 1 ”B”
Equity Share upon conversion of
10 options into 10 equity shares.
Nil
4,26,600 Options (includes
3,65,400 options also entitled to
receive 36,540 “B” Equity Shares
as bonus shares) (Options issued
initially - 3,09,000 plus bonus
options issued - 1,17,600)
GNCL Employee Stock Option
Scheme, 2007 – 2nd Tranche
Nil
Nil
2,25,000 Options (Options lapsed
till previous year - 4,98,000 Options)
Not applicable
Not applicable
8,30,000 Options
Options were granted on 9.7.2010
at the closing market price of the
shares of the Company on NSE on
the day immediately preceding the
date of grant of options i.e.
Rs.63.05 per share.
Nil
32,14,000 Options
GNCL Employee Stock Option
Scheme, 2007 – 3rd Tranche
Nil
Nil
2,57,250 Options (Options lapsed
till previous year - 5,30,000
Options)
Not applicable
Not applicable
Nil
Options were granted on
30.9.2011 at the closing market
price of the shares of the
Company on NSE on the day
immediately preceding the date
of grant of options i.e. Rs.24.30
per share.
Nil
35,60,000 Options
GNCL Employee Stock Option
Scheme, 2007 – 4th Tranche
Disclosure in compliance with Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are given below
GUJARAT NRE COKE LIMITED
Annexure forming part of the Directors’ Report
Particulars
7
Nil
Nil
Nil
List given below.
Options to Directors given in
Corporate Governance Report
Nil
24,91,000 Options
GNCL Employee Stock Option
Scheme, 2007 – 3rd Tranche
Not Applicable
14 Weighted average exercise
prices and weighted
average fair values of
options shall be disclosed
separately for options
whose exercise price either
equals or exceeds or is less
than the market price of the
stock on the grant date.
Not Applicable
The Company has calculated Employee Compensation Costs on the basis
of Intrinsic Value Method and has amortized Rs. (5,68,676.01) for the
year ended 31st March, 2014 in respect of 1st & 2nd Tranches of ESOP
2007 Scheme. However, had the company followed Fair Value Method for
calculating Employee Compensation Costs, such costs for the year would
have been lower by Rs. 10,56,011.55 and the Profit/(Loss) after tax would
have been higher by the like amount and its impact on Basic as well as
Diluted EPS would have been negligible.
Not Applicable
Not Applicable
No options were exercised during the year.
Nil
List given below.
Options given to Directors – Nil
1,09,800 Options ( these options
are also entitled to receive 10,980
”B” Equity Shares as bonus
shares).
GNCL Employee Stock Option
Scheme, 2007 – 2nd Tranche
List given below.
Options to Directors given in
Corporate Governance Report
Nil
21,65,200 Options ( these
options are also entitled to
receive 2,16,520 “B” Equity
Shares as bonus shares).
GNCL Employee Stock Option
Scheme, 2007 – 1st Tranche
13 Where the Company has
calculated the employee
compensation cost using
the intrinsic value of the
stock options, the
difference between the
employee compensation
cost so computed and the
employee compensation
cost that shall have been
recognized if it had used
the fair value of the options.
The impact of this
difference on profits and on
EPS of the Company.
12 Diluted Earnings Per Share
(EPS) pursuant to issue
of shares on the
exercise of option
calculated in accordance
with Accounting
Standard (AS) 20
Employees holding 5%
or more of the total
number of options
granted during the year
iii) Identified employees
who were granted
option, during any
one year, equal to or
exceeding 1% of the
issued capital (excluding
outstanding warrants
and conversions) of
the Company at
the time of grant.
ii)
11 Employee wise details
of options granted to:
i) Senior Managerial
Personnel
10 Total number of
options in force at the
end of the year
Sr
Not Applicable
Not Applicable
Nil
List given below.
Options to Directors given in
Corporate Governance Report
Nil
27,72,750 Options
GNCL Employee Stock Option
Scheme, 2007 – 4th Tranche
GUJARAT NRE COKE LIMITED
Annexure forming part of the Directors’ Report (Contd.)
Particulars
The fair value of options is
estimated using Black Scholes
Option Pricing Model after applying
the following key assumptions
i) Risk free interest rate 6.23%
ii) expected life - 10 Years
iii) expected volatility 84%
iv) expected dividends - 3%
v) the price of the underlying
share in market at the
time of option/grant - the
market price (i.e. closing
price at NSE) on the day
immediately preceding
the day of grant i.e.
Rs.60.20 per share.
GNCL Employee Stock Option
Scheme, 2007 – 1st Tranche
The fair value of options is
estimated using Black Scholes
Option Pricing Model after applying
the following key assumptions
i) Risk free interest rate 6.23%
ii) expected life - 10 Years
iii) expected volatility 84%
iv) expected dividends - 3%
v) the price of the underlying
share in market at the
time of option/grant - the
market price (i.e. closing
price at NSE) on the day
immediately preceding
the day of grant i.e.
Rs.139.15 per share.
GNCL Employee Stock Option
Scheme, 2007 – 2nd Tranche
The fair value of options is
estimated using Black Scholes
Option Pricing Model after applying
the following key assumptions
i) Risk free interest rate 8.0907%
ii) expected life - 10 Years
iii) expected volatility 85%
iv) expected dividends - 2%
v) the price of the underlying
share in market at the
time of option/grant - the
market price (i.e. closing
price at NSE) on the day
immediately preceding
the day of grant i.e.
Rs.63.05 per share.
GNCL Employee Stock Option
Scheme, 2007 – 3rd Tranche
The fair value of options is
estimated using Black Scholes
Option Pricing Model after applying
the following key assumptions
i) Risk free interest rate 8.33%.
ii) expected life 10 Years
iii) expected volatility 85%
iv) expected dividends 3.2%
v) the price of the underlying
share in market at the
time of option/grant - the
market price (i.e. closing
price at NSE) on the day
immediately preceding
the day of grant i.e.
Rs.24.30 per share.
GNCL Employee Stock Option
Scheme, 2007 – 4th Tranche
Name of the Senior
Managerial Personnel
Mr. P. R. Kannan
Mr. P. K. Agrawal
Mr S. K. Maskara
Mr. D. R. Sabherwal
Mr. B. N. Tiwari
Mr R K Agarwal
Mr. M. K. Shah
Sr
8
1
2
3
4
5
6
7
29,400
–
29,400
42,000
–
42,000
42,000
2,940
–
2,940
4,200
–
4,200
4,200
–
–
–
–
42,000
–
–
–
–
–
–
4,200
–
–
“B” Equity
Shares
Equity
Shares
Equity
Shares
“B” Equity
Shares
Options granted under
GNCL Employee Stock
Option Scheme,
2007 – 2nd Tranche
Options granted under
GNCL Employee Stock
Option Scheme,
2007 – 1st Tranche
21,000
21,000
21,000
24,000
27,000
27,000
27,000
Equity Shares
Options granted under
GNCL Employee Stock
Option Scheme,
2007 – 3rd Tranche
List of employee wise details of Options Granted to Senior Managerial Personnel and outstanding as on 31.3.2014
18,000
18,000
18,000
21,000
25,500
25,500
25,500
Equity Shares
Options granted under
GNCL Employee Stock
Option Scheme,
2007 – 4th Tranche
NB The shareholders through postal ballot as per its results declared on 2nd May, 2009 have approved re-pricing of all options issued under GNCL Employee Stock Option Scheme, 2007- 1st Tranche
and 2nd Tranche at Rs.18.05 per option.
15 A description of the method
and significant assumptions
used during the year to
estimate the fair values of
options, including the
weighted average
information.
Sr
GUJARAT NRE COKE LIMITED
Annexure forming part of the Directors’ Report (Contd.)
GUJARAT NRE COKE LIMITED
Report on Corporate Governance
1.
social responsibility, which in turn is the basis of public
confidence in corporate system.
Philosophy on Corporate Governance:
At Gujarat NRE, Corporate Governance gets high priority.
The company believes that good Corporate Governance
strengthens the investors' trust and ensures a long term
partnership which helps in achieving Company's objectives.
The Company's philosophy on Corporate Governance lays
strong emphasis on transparency, accountability and
integrity. This philosophy is manifested in its operations
through exemplary standards of ethical behavior.
A Report in line with the requirement of clause 49 of listing
agreement with Stock Exchange for the year ended 31st
March, 2014 is given below.
2.
Composition, Category & Independence etc.
The Board of Directors of the Company represents an
appropriate mix of executive and Non-executive Directors. The
Board consists of seven members - (1) One Executive, NonIndependent Director, (2) Two Non-Executive, NonIndependent Directors and (3) Four Non-Executive,
Independent Directors.
Gujarat NRE Coke is committed to good Corporate
Governance by creating an environment based on
entrepreneurship, professionalism and pursuit for
excellence. The company's corporate governance is based
on two core principles:
●
Management must have executive freedom to drive the
enterprise forward without undue restraints; and
●
This freedom of management must be exercised within
a framework of effective accountability.
Board of Directors:
All the Independent Directors satisfies the criteria of
independence as provided in the Clause 49 of the Listing
Agreement. All the Non-Executive Directors are eminent
professionals and bring their professional expertise and
experience to the management of the Company.
The Chairman & Managing Director has been appointed by
the shareholders on terms and conditions including
remuneration as per the recommendation of the Board of
Directors. The Non-Executive Directors are appointed or
reappointed with the approval of the shareholders.
The above belief and core principles of Corporate
Governance adopted by Gujarat NRE Coke leads the
company's governance philosophy, trusteeship,
transparency, independence, fairness, accountability and
The following Table indicates the composition of Board of Directors of the Company and the number of other Boards and Board
committees served by them as member(s)/chairman as on 31st March 2014:
Name of the Director
Category
No. of other
Directorships*
No. of other Board
Committee** position as
Member
Chairman
Mr. Arun Kumar Jagatramka,
Chairman & Managing Director
Promoter Executive
8
3
–
Mrs. Mona Jagatramka
Promoter Non-Executive
6
–
–
Dr. Mahendra Kumar Loyalka
Independent Non Executive
-
-
-
Mr. Subodh Kumar Agrawal
Independent Non Executive
1
1
-
Mr. Murari Sananguly
Independent Non Executive
-
-
-
Mr Sisir Kumar Mukherjee
(appointed w.e.f. 18.3.2014)
Independent Non Executive
1
1
2
Mr. C Narasimhan
(appointed w.e.f. 8.8.2013)
Non- Independent Non Executive
1
-
-
*
Directorship in Foreign Companies, Private Limited Companies and Companies covered under Section 25 of the Companies Act, 1956 have not been
considered.
** Only the positions held in Committees, such as audit and shareholders' grievance committee in Indian Public Limited Companies have been considered.
Meetings and Attendance Record of Directors.
The Board meets on a regular basis to ensure overall focus on preserving and increasing stakeholders' value. This includes review of
Company strategy and performance, management oversight, ethical business practices and legal compliance, accounting and financial
controls, financial structure, preservation of assets and Board effectiveness. The required information as enumerated in Annexure IA of
Clause 49 of the Listing Agreement is made available to the Board of Directors for discussion and consideration at the Board Meeting. The
Chairman & Managing Director keeps the Board apprised of the overall operations & performance of the Company and about the market of
the products of the Company.
During the year ended March 31, 2014, 7 (Seven) Board Meetings were held on 29 April, 2013, 26 May 2013, 11 August 2013, 30
September 2013, 9 November 2013, 8 February 2014, 18 March 2014. The time gap between any two consecutive board meetings did not
exceed four months. The last AGM was held on 30 September, 2013.
9
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
The following Table indicates the attendance of each Director at Board Meetings and at the last Annual General Meeting (AGM)
Name of the Directors
No. of Board
Meetings held
No. of Board
Meetings Attended *
Attendance at last AGM
held on 30.9.2013
Mr. Arun Kumar Jagatramka
7
7
Yes
Mrs. Mona Jagatramka
7
6
Yes
Mr. Subodh Kumar Agrawal
7
0
No
Dr. Mahendra Kumar Loyalka
7
7
Yes
Yes
Mr. Murari Sananguly
7
5
Mr. C. Narasimhan (appointed w.e.f. 8.8.2013)
5
3
No
Mr Sisir Kumar Mukherjee (appointed w.e.f. 18.3.2014)
0
0
N.A.
Dr Basudeb Sen (ceased to be a Director w.e.f. 18.3.2014)
7
6
Yes
Mr Chinubhai R Shah (ceased to be a Director w.e.f. 18.3.2014)
7
7
Yes
(* Includes participation through tele-conference/video-conference)
3.
3) To review with the management, the financial
statements before submission to the Board, focusing
primarily on Directors Responsibility Statement
which forms part of the Directors Report, accounting
policies, compliance with accounting standards,
compliance with Stock Exchanges and legal
requirements and any related party transactions etc.
Code of Conduct
The Company's Board has laid down a Code of Conduct for
all Board members and senior management personnel for
avoidance of conflict of interest. This Code inter alia requires
the Board members and senior management personnel to
comply with the Code of Conduct for Insider Trading as laid
down by Securities & Exchange Board of India (SEBI). The
Company has received necessary confirmations affirming
compliance of the Code from all of them during the year
1.4.2013 to 31.3.2014. A declaration to this effect, duly
signed by the Chairman & Managing Director and Chief
Financial Officer of the Company, is given in CEO & CFO's
Certificate as annexed hereto and forms a part of this Report.
4.
4) To review with the management, external and
internal auditors, the adequacy of internal control
systems.
5) To discuss with the Auditors on the scope and
nature of Audit and also to have Post Audit
discussion to ascertain any area of concern.
Board Committees:
6) To review the Company's financial and risk
management policies.
To focus effectively on the issues and ensure expedient
decision making/resolution of diverse matters, the Board has
constituted various Committees with specific terms of
reference/ scope. The Committees operate as empowered
agents of the Board as per their Charter/terms of reference.
7) To review the financial statements of unlisted
subsidiary company, in particular, the investment
made if any, and all significant transactions entered
into by the subsidiary company.
As on 31st March 2104, there are 5 (five) Committees of the
Board namely Audit Committee, Share Transfer Committee,
Shareholders/Investors' Grievance Committee,
Remuneration/Compensation Committee and Management
Committee. The scope of the said Committees and its
memberships etc. are as follows:
8) To review the minutes of the Board meetings of the
unlisted subsidiary company along with a statement
of significant transactions and arrangements it has
entered into, if any.
9) To review the statement of material related party
transactions.
(a) Audit Committee
i)
10)To undertake such other matters as may be
delegated by the Board from time to time.
Terms of Reference. The primary objective of the
committee is to monitor and provide effective
supervision of the Management's financial reporting
process to ensure accurate and timely disclosures, with
the highest levels of transparency, integrity and quality
of financial reporting. The terms of reference of the Audit
Committee are in conformity with the requirements of
Clause 49 of the Listing Agreement and Section 292A of
the Companies Act, 1956. These broadly cover the
following:
ii)
Composition
The composition of the Audit Committee as on 31st
March 2014 is as follows:
Mr. Sisir Kumar Mukherjee - Committee Chairman
Mr. Murari Sananguly - Director
Dr. Mahendra Kumar Loyalka - Director
All the members of the Committee are Non-Executive
Directors. Mr. Sisir Kumar Mukherjee, an Independent
Director is a Bachelor of Commerce and a Certified
Associate of Indian Institute of Bankers, Mumbai.
Dr Mahendra Kumar Loyalka and Mr Murari Sananguly
are other Directors possessing extensive experience in
the respective fields of accounting, taxation, business
policies and management. The Company Secretary
acts as the Secretary to this Committee.
1) To oversee the Company's financial reporting
process and the disclosure of its financial
information to ensure that the financial statements
are correct, sufficient and credible.
2) To review and recommend to the Board the
appointment, re-appointment and if required
removal of statutory auditors.
10
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
iii)
The Committee looks into the redressal of shareholders' and
investors' complaints like transfer of shares, non-receipt of
Annual Reports & Accounts, non-receipt of dividends, nonreceipt of duplicate share certificates etc. The Committee met
4 times during the year under review and the attendance of
the committee members in these meetings were as follows:
Meetings and Attendance
The Audit Committee met four times during the year under
review on 26 May, 2013, 11 August, 2013, 9 November
2013 and 8 February, 2014.
The attendance of the committee members in these
meetings were as follows.
Name(s)
Dr. Mahendra Kumar Loyalka
Mr Murari Sananguly
Mr. Subodh Kumar Agrawal
Dr. Basudeb Sen
Mr. Chinubhai R Shah
Held
04
04
04
04
04
Name(s)
Mr. Subodh Kumar Agrawal
Dr. Mahendra Kumar Loyalka
Dr Basudeb Sen
Attended*
04
03
00
04
04
Mr. Sisir Kumar Mukherjee was appointed on 18 March,
2014 and no Audit Committee meeting was held in his
tenure upto 31 March 2014. Dr. Basudeb Sen,
Mr. Chinubhai R Shah and Mr. Subodh Kumar Agrawal
ceased to be committee members on 18 March, 2014.
The Statutory Auditors of the Company are invited to attend
audit committee meeting whenever required. Chairman &
Managing Director, Chief Financial Officer (CFO), Chief
Commercial Officer, Vice President, Internal Auditor and
other senior executives are also invited to attend and
deliberate in the Audit Committee meetings.
(d)
Share Transfer Committee
The Committee consists of the following members:
Mr Arun Kumar Jagatramka, CMD, Committee Chairman
Mr Subodh Kumar Agrawal, Director
Dr Mahendra Kumar Loyalka, Director
Mr Sisir Kumar Mukherjee, Director
Mr Pawan Kumar Agrawal, Chief Commercial Officer
The Committee meets at regular intervals to consider and
approve transfers, transmission and issue of duplicate share
certificates. The Company Secretary acts as the Secretary to
this Committee. During the year under review, 8 meetings
were held and the attendance of the committee members in
these meetings were as follows:
Name(s)
Mr Aurn Kumar Jagtramka
Mr Subodh Kumar Agrawal
Dr Mahendra Kumar Loyalka
Mr Pawan Kumar Agrawal
Dr Basudeb Sen
Mr Sisir Kumar Mukherjee
Held
01
08
08
08
08
01
The terms of reference of this Committee is to consider and
recommend to the Board
remuneration payable to
managerial personnel including Chairman & Managing
Director upon examining a) employment scenario, b)
remuneration package, c) individual performance track
record and d) the provisions relating to payment of
managerial remuneration prescribed under the Companies
Act, 1956 and/or rules framed under the said Act. The
Company is committed to make full disclosures regarding its
payment to all directors. Apart from sitting fees for attending
Board and Committee meetings and commissions the
Company did not pay any other remuneration to the nonexecutive directors during the year under review. The
details of remuneration paid by the Company to its
Executive and Non-executive Directors during the year
under review are given below. The Company Secretary acts
as the Secretary to this Committee.
The attendance at the meeting of the Committee during the
year under review is as follows:
Attended*
01
02
08
06
05
01
Name(s)
Dr Mahendra Kumar Loyalka
Mr. Subodh Kumar Agrawal
Mr Aurn Kumar Jagtramka and Mr. Sisir Kumar Mukherjee
were appointed on 18 March, 2014 and Dr. Basudeb Sen
ceased to be member on 18 March, 2014.
(i)
Mr Arun Kumar Jagatramka and Mr. Sisir Kumar Mukherjee
were appointed on 18 March 2014 and no meeting was held
during their tenure upto 31 March, 2014. Dr. Basudeb Sen
ceased to be Director and Committee Member on 18 March,
2014.
Mr. Manoj K Shah, Company Secretary has been
designated as the Compliance Officer by the Board and
assigned with the responsibilities of overseeing
shareholders'/investors' grievances under the supervision of
the Committee. He also acts as the Secretary to this
Committee. There were no complaints which remained
pending at the beginning of the year and out of 60 complaints
received during the year all complaints were redressed and
no complaint was pending as on 31st March, 2014.
Remuneration/Compensation Committee.
The Committee consists of following members:
Dr. Mahendra Kumar Loyalka, Committee Chairman
Mr. Arun Kumar Jagatramka, Chairman & Managing Director
Mr. Subodh Kumar Agrawal, Director
Mr. Sisir Kumar Mukherjee, Director
Mr. Murari Sananguly, Director
(* Includes participation through tele-conference/video-conference).
(c)
Attended*
1
4
4
(* Includes participation through tele-conference/video-conference)
(* Includes participation through tele-conference/video-conference)
(b)
Held
4
4
4
Mr Arun Kumar Jagatramka
Mr. Murari Sananguly
Shareholders'/Investors' Grievance Committee
The Committee consists of the following members:
Mr. Arun Kumar Jagatramka, CMD, Committee Chairman
Mr. Subodh Kumar Agrawal, Director
Dr. Mahendra Kumar Loyalka, Director
Mr. Sisir Kumar Mukherjee, Director
Dr Basudeb Sen
Held
01
01
01
01
01
Attended*
01
00
01
01
01
(* Includes participation through tele-conference/video-conference)
Mr. Sisir Kumar Mukherjee was appointed on 18 March,
2014 and no such meeting was held during his tenure upto
31 March, 2014 and Dr. Basudeb Sen ceased to be Director
and Committee Member on 18 March, 2014.
Payments made to the Chairman and Managing Director & Whole time Director during the year under review are given in the
following Table :
Name of the Directors
Mr. Arun Kumar Jagatramka
Salary
Perquisite
Commission
Total
(Rs.)
Contribution
to PF
(Rs.)
(Rs.)
Service Contract/
Notice Period/
Severance Fees
(Rs.)
(Rs.)
12,00,000
10,10,172
0
1,44,000
23,54,172
As per Service Contract
NB – The remuneration paid to Mr Arun Kumar Jagatramka during the year 2013-14 was in accordance with the provisions of Schedule XIII of the Companies Act 1956.
11
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
(ii) Details of sitting fees paid to the non-executive Directors for the year ended 31 March 2014 along with shares/convertible
instruments held by them are given in the following Table:
Name of the Director
Equity Shares & “B”
Equity Shares held
Sitting
Fees Paid *
(Rs.)
Commission
Paid (Rs.)
Service Contract/
Notice Period/
Severance Fees
Mrs. Mona Jagatramka
58,55,007 Equity Shares &
5,85,500 “B” Equity Shares
1,22,472
Nil
Retire by Rotation
Mr. Subodh Kumar Agrawal
35,000 Equity Shares &
3,500 “B” Equity Shares
10,000
Nil
Retire by Rotation
Mr. Chinubhai R Shah
(ceased to be Director from 18.3.2014)
(Resigned w.e.f.
18.3.2014)
2,22,472
Nil
Retire by Rotation
Dr. Basudeb Sen
(ceased to be Director from 18.3.2014)
(Resigned w.e.f.
18.3.2014)
3,04,944
Nil
Retire by Rotation
Dr. Mahendra Kumar Loyalka
35,000 Equity Shares &
3,500 “B” Equity Shares
4,63,540
Nil
Retire by Rotation
Mr. Murari Sananguly
Nil
1,72,472
Nil
Retire by Rotation
Mr C. Narasimhan
(appointed w.e.f. 8.8.2013)
Nil
60,000
Nil
Director by nomination
Mr Sisir Kumar Mukherjee
(appointed w.e.f. 18.3.2014)
1,000 Equity Shares
33,708
Nil
Retire by Rotation
(* includes sitting fees paid for attending any committee meeting.)
NB – Non-executives Directors held convertible instrument viz. ESOP issued by the Company as per details given below.
(iii) Details of Outstanding Stock Options held by Directors, if any, as on 31st March 2014 and whether issued at a discount as
well as the period over which accrued and over which exercisable are given in the following Tables :
A)
Under GNCL Employee Stock Option Scheme, 2007 –1st tranche –
Name of the Director
Options Outstanding
as on 31.3.2014
Whether issued
at a discount
Period over which
Accrued
Period over
which exercisable
Mr Subodh Kumar Agrawal
70,000
No
On or After 1.6.2022
1.6.2022 to 31.5.2025
Dr. Mahendra Kumar Loyalka
70,000
No
On or after 1.6.2013
1.6.2013 to 31.5.2016
Mr. Murari Sananguly
70,000
No
- do -
- do -
NB – The abovementioned options were re-priced and are convertible at the rate of Rs.18.05 per share as already stated in an
Annexure to the Directors Report i.e. Disclosure on ESOP.
B)
Under GNCL Employee Stock Option Scheme, 2007 – 3rd tranche -
Name of the Director
Mr Subodh Kumar Agrawal
Dr. Mahendra Kumar Loyalka
Mr. Murari Sananguly
Options Outstanding
as on 31.3.2014
Whether issued
at a discount
Period over which
Accrued
Period over
which exercisable
9.7.13 - 8.7.16
20,000
No
On or after 9.7.2013
20,000
No
On or after 9.7.2014
9.7.14 8.7.17
20,000
No
On or after 9.7.2015
9.7.15 8.7.18
20,000
No
On or after 9.7.2013
9.7.13 - 8.7.16
20,000
No
On or after 9.7.2014
9.7.14 8.7.17
20,000
No
On or after 9.7.2015
9.7.15 8.7.18
9.7.13 - 8.7.16
20,000
No
On or after 9.7.2013
20,000
No
On or after 9.7.2014
9.7.14 8.7.17
20,000
No
On or after 9.7.2015
9.7.15 8.7.18
12
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
C)
Under GNCL Employee Stock Option Scheme, 2007 – 4th tranche Name of the Director
Mr Subodh Kumar Agrawal
Dr. Mahendra Kumar Loyalka
Mr. Murari Sananguly
Options Outstanding
as on 31.3.2014
Whether issued
at a discount
Period over which
Accrued
Period over
which exercisable
15,000
No
On or after 30.09.2014
30.09.2014 - 29.09.2017
15,000
No
On or after 30.09.2015
30.09.2015 - 29.09.2018
15,000
No
On or after 30.09.2016
30.09.2016 - 29.09.2019
15,000
No
On or after 30.09.2014
30.09.2014 - 29.09.2017
15,000
No
On or after 30.09.2015
30.09.2015 - 29.09.2018
15,000
No
On or after 30.09.2016
30.09.2016 - 29.09.2019
15,000
No
On or after 30.09.2014
30.09.2014 - 29.09.2017
15,000
No
On or after 30.09.2015
30.09.2015 - 29.09.2018
15,000
No
On or after 30.09.2016
30.09.2016 - 29.09.2019
and any other matter of routine nature etc. subject to
guidelines and supervision of the Board. The Company
Secretary acts as the Secretary to this Committee. The
committee met 19 times during the year under review. The
attendance of the Committee members at the Management
Committee meetings during the year under review were as
follows:
(e) Management Committee
Management Committee consists of the following members:
i.
Mr. Arun Kumar Jagatramka, CMD, Committee Chairman
ii.
Dr. Mahendra Kumar Loyalka, Director
iii.
Mr Sisir Kumar Mukherjee, Director
(appointed w.e.f. 18.3.2014)
Name(s)
iv.
Mr. P. R. Kannan, Chief Financial Officer
v.
Mr. Pawan Kumar Agrawal, Chief Commercial Officer
The term of reference of the committee comprises of matters
such as allotment of shares on conversion of FCCBs/
Warrants/ESOP etc., to borrow other than by issue of
Debenture(s), to give Loan(s)/ Advance(s) as well as to
invest funds of the company, to issue securities and/or to
provide guarantee(s) on the basis of limits prescribed by the
Board, opening and closure of bank accounts, filing of forms
5.
Held
Attended*
Mr. Arun Kumar Jagatramka
19
19
Mr. Subodh Kumar Agrawal
19
9
Dr. Mahendra Kumar Loyalka
19
19
Mr Sisir Kumar Mukherjee
04
04
Mr. P. R. Kannan
19
18
Mr. Pawan Kumar Agrawal
19
19
(* Includes participation through tele-conference/video-conference)
General Body Meetings:
a)
The details of last 3 Annual General Meetings :
Year
Meeting
Location
Date
Time
Special Resolution, if any
2012-13
26th AGM
Kala Mandir,
48, Shakespeare Sarani,
Kolkata – 700 017
30.09.2013
10.00 A.M.
Yes
2011-12
25th AGM
Kala Mandir,
48, Shakespeare Sarani,
Kolkata – 700 017
28.09.2012
11.30 A.M.
No
2010-11
24th AGM
Kala Mandir,
48, Shakespeare Sarani,
Kolkata – 700 017
30.09.2011
11.30 A.M.
Yes
13
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
b)
Postal Ballot: One Postal Ballots was held by the company during the financial year ended 31st March 2014 as per following
details (I)
Two Special Resolution(s) were passed by the members through Postal Ballot as per results declared on 17th June 2013.
The Results are given below –
i)
To make investment/loan and/or give guarantee/security in excess of limits under Section 372A of Companies Act, 1956 –
Promoter/Public
No. of shares
held
No. of votes
polled
(1)
(2)
Promoter and Promoter Group
312943136
Public - Institutional holders
18200784
Public-Others
Total
ii)
% of Votes
Polled on
outstanding
shares
(3)
= [(2)/(1)]*100
No. of Votes
in favour
No. of Votes
against
% of Votes
in favour on
votes polled
% of Votes
against on
votes polled
(4)
(5)
(6)
= [(4)/(2)]*100
(7)
= [(5)/(2)]*100
289082680
92.38
289082680
0
100.00
0.00
18200784
100
5047491
13153293
27.73
72.27
653787
485046
74.19
322734
162312
66.54
33.46
331797707
307768510
92.76
294452905
13315605
95.67
4.33
Issuance of Securities (including Foreign Currency Convertible Bonds) for an amount not exceeding USD 150 million or INR
750 crores, whichever is higher
Promoter/Public
No. of shares
held
No. of votes
polled
(1)
(2)
Promoter and Promoter Group
312943136
Public - Institutional holders
Public-Others
Total
% of Votes
Polled on
outstanding
shares
(3)
= [(2)/(1)]*100
No. of Votes
in favour
No. of Votes
against
% of Votes
in favour on
votes polled
% of Votes
against on
votes polled
(4)
(5)
(6)
= [(4)/(2)]*100
(7)
= [(5)/(2)]*100
289082680
92.38
289082680
0
100.00
0.00
18200784
18200784
100.00
5047491
13153293
27.73
72.27
653787
471901
72.18
358417
113484
75.95
24.05
331797707
307755365
92.75
294488588
13266777
95.69
4.31
NB - No of shares held includes “B” Equity Shares carrying lower voting rights in respect of both the aforesaid resolutions.
6.
resources of Subsidiaries/Associates. All related party
transactions are negotiated at arms length basis and in
the interest of the Company.
Subsidiaries:
As on 31st March 2014, the Company had two Subsidiaries
i.e. Manor Dealcom Pvt. Ltd and Huntervalley Coal Pvt. Ltd.
The Company is adequately represented on the Board of
Subsidiaries. The financial performance of the Subsidiaries
is discussed by the Board at its meeting and the details of
investment made by and minutes of the unlisted subsidiaries
are also reviewed by the Company's Board.
7.
b)
Details of Compliance - The Company is regular in
complying with the requirements of the regulatory
authorities on the matters relating to the Capital market
and no penalties/strictures have been imposed on the
Company by Stock Exchange or SEBI or any regulatory
authority, during last three years.
c)
Whistle Blower Policy The Company has a Whistle
Blower Policy and appropriate mechanism in place.
Employees can directly report to the top most
management (including Chairman & Managing Director
and/or the members of the Board/Audit Committee) any
concerns about any unethical behavior, actual or
suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy. Management on its turn is
responsible for establishing a fearless atmosphere
where reporting employee doesn't fear being harassed,
demoted or retaliated or threatened in any way and
simultaneously receiving, investigating and acting upon
complaints and concerns regarding actual/ possible
violation of Code of Conduct or an event that could affect
the business and/or reputation of the Company and/or
Disclosures:
a)
Materially significant Related Party Transactions - The
Company has not entered into any transactions of
material nature, with its promoters, Directors or the
Management, its Subsidiaries or with Director's
relatives, etc. that may have potential conflict with its
interest at large, other than those in the normal course of
business. The transactions undertaken during the year
have been disclosed in Note No. 33 of Notes to Financial
Statements for the year ended March 31, 2014. The
Company's major related party transactions are
generally with its Subsidiaries and Group Associates.
The related party transactions are entered into based on
consideration of various business exigencies, synergy
in operations, and optimization of market share,
profitability, legal requirements, liquidity and capital
14
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
its Subsidiaries or its Associates. No personnel of the
company have been denied access to the audit
committee during the year under review.
d)
8.
b)
c)
Listing of Equity Shares on Stock Exchanges :
(i)
BSE Ltd.
P J Towers, Dalal Street, Fort, Mumbai - 400 001
Non-Mandatory Requirements The Company is duly
complying with all the mandatory requirements of
Clause 49 of the Listing Agreement with the Stock
Exchanges and it has also adopted some of the nonmandatory requirements defined therein such as
formation of Remuneration Committee, adoption of best
practices to ensure regime of unqualified financial
statements, whistle blower policy.
(ii) National Stock Exchange of India Ltd.
Exchange Plaza, Bandra Kurla Complex,
Bandra (E), Mumbai - 400 051
f)
Listing Fees:
Annual Listing Fees for the year 2014-15 have been
paid to both the Stock Exchanges. The Company has
also paid the Annual Custody Fees to both the
Depositories for the year 2014-15.
Means of Communication:
a)
9.
e)
The quarterly, half yearly and yearly financial results of
the Company as taken on record and approved by the
Board of Directors are published in leading newspapers
such as Economic Times (English) in its All India
editions and Ei-Somoy (Bengali) in its West Bengal
edition.
g)
The quarterly, half yearly and yearly financial results are
also sent immediately upon conclusion of the meeting
approving them, to the Stock Exchange(s) on which the
Company's shares are listed.
h)
Depositories:
i)
National Securities Depository Ltd.
Trade World, Kamala Mills Compound,
Senapati Bapat Marg, Lower Parel,
Mumbai - 400 013.
ii)
Central Depository Services (India) Ltd.
P J Towers, 17th Floor, Dalal Street, Fort,
Mumbai - 400 001.
Stock Codes:
Copies of the financial results and Annual Reports of the
Company are provided to various Analysts,
Government Departments, Investors and others
interested in getting the same upon receipt of requests.
Equity Shares :
d)
The Management Discussion and Analysis is annexed
to the report and forms a part of this Annual Report.
e)
The quarterly, half yearly and yearly results, press
releases and relevant presentations of the Company
are displayed in the company's website:
www.gujaratnre.com.
Stock Code
Bombay Stock Exchange, (BSE)
512579
National Stock Exchange (NSE)
GUJNRECOKE
ISIN of equity shares
(on both the depositories)
INE110D01013
“B” Equity Shares (DVR Shares) :
General Shareholders' Information:
a) Annual General Meeting :
Date and Time
: Tuesday, 30th day of
September, 2014 at 10:30 a.m.
Venue
: Vidya Mandir,
1, Moira Street,
Kolkata – 700 017.
b) Financial Year
: 12 months from 1st April, 2013
to 31st March, 2014
c) Book Closure
: Monday, the 18th day of
Date
August 2014 to Friday,
22nd day of August 2014
(Both days inclusive).
d)
Stock Exchange(s)
Stock Exchange(s)
Stock Code
Bombay Stock Exchange, (BSE)
570003
National “B” Stock Exchange (NSE)
GUJNREDVR
ISIN of “B” equity shares
(on both the depositories)
IN9110D01011
Non-convertible Debentures quoted only at Bombay
Stock Exchange (BSE)
Series
Non-convertible
Debentures
Stock Id at
BSE
Stock
Code at
BSE
ISIN No. at
NSDL
2nd
11.9% NCD's of Rs. 10 lac each
GUJNRE07029
946074
INE110D07044
4th
12.5% NCD's of Rs. 10 lac each
GNCL30MAY9A
946143
INE110D07101
6th
12.5% NCD's of Rs. 10 lac each
GNCL30MAY9C
946145
INE110D07077
7th
12.5% NCD's of Rs. 10 lac each
GNCL30MAY9D
946146
INE110D07085
8th
12.5% NCD's of Rs. 10 lac each
GNCL30MAY9E
946147
INE110D07093
9th
11% NCD's of Rs. 10 lac each
GUJNRE09039
946671
INE110D07119
1090GUJ22
948228
INE110D07127
Particulars in respect of Unclaimed dividends paid
by the Company for the financial year 2006-07(Final
Dividend) and thereafter is given in the following
Table:
Financial year
Date of declaration
of Dividend
Last date of claiming
unpaid Dividend
10th
10.9%NCD's of Rs. 10 lac each
2006-07 (Final)
28.09.2007
27.09.2014
Warrants issued under Qualified Institutional Placement
ISIN no of Warrants INE110D13018
Stock Code at BSE W1-GUJNRECOKE
Stock Code at NSE W1-GUJNRECOKE
2007-08 (Final)
17.09.2008
16.09.2015
2008-09 (Final)
19.09.2009
18.09.2016
2009-10 (Final)
10.09.2010
09.09.2017
2010-11(Final)
30.09.2011
29.09.2018
i)
15
Corporate Identification Number (CIN) : L51909WB1986PLC040098
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
Market Price Data:
b)
BSE
High
Low
NSE
High
Low
April 2013
18.30
16.55
18.35
16.55
May 2013
18.05
16.05
18.40
16.00
June 2013
16.50
12.15
16.60
12.10
July 2013
14.98
13.22
15.00
13.20
August 2013
16.00
12.91
15.95
12.90
September 2013
15.75
12.13
15.90
12.00
October 2013
13.98
12.34
14.00
12.30
November 2013
13.59
7.60
13.60
7.60
December 2013
12.35
9.97
11.80
9.90
January 2014
11.83
9.05
11.85
9.05
February 2014
9.73
8.22
9.85
8.25
March 2014
9.00
7.71
9.05
7.70
24000.00
18000.00
12000.00
6000.00
0.00
Year 2013-14
Closing Price
BSE SENSEX
NB – Data relating to BSE Sensex and Closing price of
Company's Equity Shares & B Equity Shares has been
collected from BSE Website.
l)
Registrar and Share Transfer Agents:
M/s. Niche Technologies Private Limited,
D-511, Bagri Market, 71, B. R. B. Basu Road,
Kolkata-700 001
Phones: +91-33-22357270/7271
Fax: +91-33-22156823
E-Mail: nichetechpl@nichetechpl.com
“B” Equity Shares (DVR Shares) Months
BSE
High
Low
NSE
High
Low
April 2013
9.95
7.55
9.85
8.10
May 2013
9.00
8.00
9.15
8.00
June 2013
8.85
6.70
8.75
6.30
July 2013
7.95
6.20
8.40
6.20
m) Designated Exclusive email id : The Company has
designated the following email id exclusively for investor
servicing : investor@gujaratnre.com
August 2013
6.95
5.03
6.95
5.50
n)
September 2013
7.30
5.02
7.40
5.65
October 2013
6.40
5.30
6.15
5.35
November 2013
6.10
3.52
6.20
3.90
December 2013
6.45
4.82
6.60
4.75
January 2014
6.00
4.55
6.10
4.50
February 2014
4.80
3.50
4.85
3.45
March 2014
4.20
3.10
3.95
3.15
Warrants & NCDs There is hardly any trading in listed
warrants and NCDs of the Company and therefore, its
month-wise market prices are not available.
Share Price Performance for
Equity Shares as compared to BSE Sensex
during 2013-14:
24000.00
18.00
18000.00
12.00
12000.00
6.00
6000.00
0.00
0.00
The average time taken for process of share transfer
requests including dispatch of share certificates etc. is
within 15 days. Physical shares received for
dematerialisation are processed and computerised
within a period of seven to ten days from the date of
receipt, provided they are found in order in every
respect. Bad deliveries are immediately returned to the
respective Depository Participant under advice to the
Shareholders.
BSE Sensex
24.00
Ap
ri
M l ’ 13
ay
Ju ’13
n
Ju ’13
Au l’13
g
Se 1’ 3
p’
O 13
ct
N ’13
ov
D 1’ 3
ec
Ja ’13
n
Fe ’14
b
M ’1 4
ar
’1
4
Price per share
a)
Share Transfer System:
All matters pertaining to share transfers are being
handled by M/s. Niche Technologies Pvt Ltd., the
Registrars & Share Transfer Agents (RTA) of the
Company. The share transfer requests received by
them are processed and a memorandum of transfer is
sent to the Company for approval by the Share Transfer
Committee. The company regularly monitors and
supervises the functioning of the system so as to ensure
that there are no delays and lapses in the system.
Shares held in dematerialised form are traded
electronically in the Depository. The RTA of the
Company periodically receives from the Depository, the
beneficial holding so as to enable them to update their
records and to send all notices, corporate
communications and Dividend Payments etc. to the
beneficial owners of shares.
NB-1.Data relating to BSE & NSE has been taken from
their respective websites.
k)
24.00
18.00
12.00
6.00
0.00
Ap
ri
M l’13
ay
Ju ’13
n
Ju ’ 13
Au l ’ 1 3
g
Se ’1 3
p’
O 13
ct
N ’1 3
ov
D ’13
ec
J a ’ 13
n
Fe ’14
b’
M 14
ar
1’ 4
Months
Price per share
The Market Price of the Equity Shares of the Company
during 2013-14 is given in the table below:
Equity Shares -
“B” Equity Shares as compared to BSE Sensex
during 2013-14:
BSE Sensex
j)
Year 2013-14
Closing Price
BSE SENSEX
16
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
o)
Shareholding Pattern as on 31st March 2014 are given in the following Table:
Equity Shares Category
No. of Shares
% of Holding
28,82,03,617
50.13
10,26,380
0.18
9,75,40,558
16.96
17,74,58,373
30.87
NRIs/OCBs
56,13,350
0.98
Clearing Members & others
50,37,849
0.88
57,48,80,127
100.00
No. of Shares
% of Holding
2,41,01,468
45.92
56,766
0.11
42,82,116
8.16
2,34,39,710
44.65
NRIs/OCBs
3,75,818
0.72
Clearing Members & others
2,32,132
0.44
5,24,88,010
100.00
Promoters & Promoter Group
Financial Institutions, Banks, Mutual Funds, etc.
FIIs (including Foreign Bodies Corporates)
Indian Public (including Private Corporate Bodies)
Total
“B” Equity Shares (DVR Shares) Category
Promoters & Promoter Group
Financial Institutions, Banks, Mutual Funds, etc.
FIIs (including Foreign Bodies Corporates)
Indian Public (including Private Corporate Bodies)
Total
p)
Distribution of Shareholding as on 31st March 2014 are given in the following Table :
Equity Shares Shareholding Range
1 - 500
No. of
Shareholders
% of
Shareholders
No. of Shares
Held
% of
Shareholding
1,34,581
74.22
2,31,18,974
4.02
501 - 1000
21,986
12.12
1,73,04,211
3.01
1001 - 5000
20,219
11.15
4,43,76,267
7.72
5001 - 10000
2,630
1.45
1,87,89,397
3.27
10001 - 50000
1,604
0.89
3,09,56,185
5.38
155
0.09
1,07,49,352
1.87
50001 - 100000
100001 - and above
Total
148
0.08
42,95,85,741
74.73
1,81,323
100.00
57,48,80,127
100.00
No. of
Shareholders
% of
Shareholders
No. of Shares
Held
% of
Shareholding
1,18,106
96.91
46,06,805
8.78
“B” Equity Shares (DVR Shares) Shareholding Range
1 - 500
501 - 1000
1,736
1.42
12,87,606
2.45
1001 - 5000
1,570
1.29
34,93,125
6.66
5001 - 10000
236
0.19
17,28,815
3.29
10001 - 50000
177
0.15
36,28,422
6.91
50001 - 100000
18
0.01
13,53,193
2.58
100001 - and above
37
0.03
3,63,90,044
69.33
1,21,880
100.00
5,24,88,010
100.00
Total
17
GUJARAT NRE COKE LIMITED
Report on Corporate Governance (Contd.)
2.
Vill. : Lunva, Taluka-Bhachau
Dist. : Kutch, Gujarat
Pin : 370140
3. Road No. 16, 1st Cross, KIADB,
Belur Indusrial Area, Dharwad,
Karnataka, Pin : 580011
Steel Plant(s)
Vill. : Lunva, Taluka-Bhachau
Dist. : Kutch, Gujarat
Pin : 370140
t) Address of Subsidiaries
Manor Dealcom Private Ltd
22, Camac Street, Block C, 5th Floor,
Kolkata 700 016
Huntervalley Coal Private Ltd
22, Camac Street, Block C, 5th Floor,
Kolkata 700 016
u) Address for Correspondence:
22, Camac Street, Block - C, 5th Floor
Kolkata-700 016,
Phone: +91-33-22891471
Fax: +91-33-22891470
E-mail: kolkata@gujaratnre.com
v) Queries:
Any Query on Financial Statements, Company's
performance etc. may be sent to investor@gujaratnre.com
or addressed to the Company.
10. Auditor's Certificate on Corporate Governance
As per Clause 49 of the Listing Agreement, the Auditor's
Certificate on Corporate Governance is annexed to this Report.
q)
Dematerialisation of Shares and Liquidity:
Approximately 99.43% of the Company's Equity Shares
and approximately 98.04% of Company's “B” Equity
Shares have been dematerialised as on March 31, 2014.
The Equity Shares and the “B” Equity Shares of Company
are both actively traded in Stock Exchanges and are
permitted to be traded only in dematerialised form.
r) Outstanding FCCBs / Warrants / ESOS or any other
Convertible instruments, Conversion date and
likely impact on equity:
The outstanding convertible bonds, warrants and
ESOS as on 31st March, 2014 are as under:
–
2,08,00,000 Warrants of Rs.120 each issued
under Qualified Institutional Placement with option
to the warrant holder to get allotment of 1 Equity
Share in lieu of each warrant. The warrant holders
have the right to exercise the option for conversion
of warrants on or before 28th April, 2015. If all the
aforesaid warrants are converted then the Share
Capital of the Company will increase by
2,08,00,000 Equity Shares of Rs. 10 each and by
20,80,000 “B” Equity Shares of Rs. 10 each.
–
200 Nos. of 5.5% Unsecured FCCB due 2017 with
an issue value of USD 1,00,000 each. If all the
bonds are converted into equity share at its
conversion price, then the Share Capital of the
Company will increase by around 4,77,64,444
Equity Shares of Rs.10 each.
–
The status on outstanding options under Employee
Stock Option Schemes has already been provided
in an Annexure to the Directors Report.
s) Plant Location:
Coke Plant(s)
1. Vill. : Dharampur, P.O. Khambhalia
Dist. : Devbhoomi Dwarka, Gujarat
Pin : 361305
For and on behalf of the Board
Place : Kolkata
Dated : 25th May, 2014
Arun Kumar Jagatramka
Chairman & Managing Director
Auditors’ Certificate on Corporate Governance
Corporate Governance as stipulated in the above-mentioned
clause of the Listing Agreement.
To the Members of
Gujarat NRE Coke Limited
As required by the guidance note issued by the Institute of
Chartered Accountants of India, we state that as per the records
maintained, there were no investors' complaints remaining
unattended/pending for more than 30 days as at 31st March 2014.
We have examined the compliance of conditions of Corporate
Governance by Gujarat NRE Coke Limited for the year ended on
31st March 2014, as stipulated in clause 49G (iii) of the Listing
Agreement of the said Company with the Stock Exchanges.
We further state that such compliance is neither an assurance as
to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the
affairs of the Company.
The compliances of the conditions of the Corporate Governance
is the responsibility of the management. Our examination was
limited to a review of the procedures and implementations thereof,
adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance as stipulated in the said
clause. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
For N. C. Banerjee & Co.,
Chartered Accountants
(Registration No. 302081E)
In our opinion and to the best of our information and according to
the explanations given to us, and based on the representation
made by the Directors and the management, we certify that the
Company has substantially complied with the conditions of
Dated : 25th May, 2014
Place : Kolkata
18
ARNOB PAUL
Partner
(Membership No. 06490)
GUJARAT NRE COKE LIMITED
Management Discussion & Analysis
fall from the highs of $330 per tonne in 2011 to $120 per tonne in
2014. The long drawn recession in the global market has led to a
lack of demand of coking coal. Low demand and weak sentiments
had been the trademark of the Asian coking coal market. Chinese
steel mills not buying on the back of high inventory and lack of
demand from Indian and Japanese market coupled with coking
coal from USA and Canada available cheap in Asian markets
have kept the price of coking coal at its bottom.
The expectation of a revival in the global economy does come with
a silver lining. It is believed that Indian demand is going to increase
in the latter half of 2014 as also demand in developed and other
emerging countries expected to pick up. Also in the supply side,
recent production cuts in Canada, Australia and the US were
finally visible in the Chinese spot market recently with fewer
cargoes being on offer presently than before. With such supply
side corrections and increase in demand as steel production picks
up, the coking coal market is expected to see a revival in the
months to come. Experts believe that the coking coal market
might see a revival in the latter half of 2014 with prices increasing.
DOMESTIC MET COKE INDUSTRY
Indian economy has been passing through one of its challenging
times for last couple of years. Manufacturing sector is suffering on
account of lack of domestic demand and consumption,
infrastructure projects failing to take off and over all a weak
business sentiment had been the characteristics of Indian
economy in the last year. Indian steel mills have been looking for
the export market buoyed by a favourable exchange rate, due to
absence of a robust domestic demand. Lack of steel consumption
resulting into lower growth in steel production had a direct effect
on the demand for coking coal and met coke in India. Met coke
production remained almost the same as in last year (2012-13)
with no increase in imports as well.
There is an expectation of a turnaround in the Indian economy
from end of 2014 and into 2015. An expectation of return of the feel
good factor is palpable in the air as better economic conditions
coupled with accelerating global outlook is expected to return in
Indian economy in the latter half of 2014. With economy expected
to return stronger growth steel demand is expected to be higher to
around 5% in the year 2014-15 and potentially 10% in 2015-16.
Leading steel producers in India expect to raise production with
steel prices to remain stable in 2014, thus overall domestic steel
demand will grow faster with economic revival.
Increase in steel demand would certainly raise the demand for
met coke. Met coke price in the domestic market is expected to
strengthen with increasing demand. It is expected that there
would be potentially an additional shortfall of around 1.5-2 MT of
met coke going forward in 2015 which would have to be met by
merchant coke producers or through imports.
OPPORTUNITIES & THREATS
The biggest opportunity lies in the growing middle class in India
and in its burgeoning demand. The ever growing challenge of
meeting the incremental domestic demand is bound to fuel
growth. Indian growth being based on internal consumption does
not have to depend on external economies for selling its product.
Though no country can insulate itself from the global shocks in
today's liberalised economy, however the growth here is more
sustainable. The formation of a stable government at the centre
also raises hope of structural reforms and policy corrections
required for faster growth of the economy. With the revival in
global economy, demand multiplies, and since prices will not
remain subdued for long, the met coke industry has a host of
opportunities.
INDUSTRY STRUCTURE & DEVELOPMENTS
ECONOMY
Global economic activities experienced a slight uptick in the second
half of 2013 which is expected to follow through in 2014. The
positive signs first, which came from easing of financial conditions
in advanced countries due to the declining short term risks
associated with crisis hit euro-economies and fiscal adjustments in
US economy. However, growth in the emerging economies
remained unenthusiastic with tight financial conditions and low
demand raising the need for structural reforms and policy impetus.
The global growth in 2014 is expected to be much better than what
has been experienced in 2013. The current year is expected to be
initiating the revival as we have already seen euro area turning
from recession to recovery and the United States catching up the
growth momentum. The global economy is expected to grow by
3.4% in 2014 and further by 3.9% in 2015 which would be by far
the highest in recent years when compared to 2.8% in 2013, 3.0%
in 2012 and 3.4% in 2011 according to an OECD study.
As the developed economies are expected to perform, the
emerging economies are also expected to grow, albeit slowly.
Chinese growth would almost remain the same at around 7.5% in
2014. In India growth is expected to be stronger in the latter half of
2014 moving into 2015. According to a World Bank report, Indian
economy is expected to grow at around 5.5% in fiscal 2014-15,
accelerating to 6.3% in 2015-16 and 6.6% in 2016-17. Strong
structural policies supporting investment is expected to result in
an improvement in Indian growth in later half of 2014 and in 2015
compared to the weak performance experienced in last few years.
The biggest challenge for the new government is to address the
ease of doing business in the country and to revive the business
sentiment which has been at its low. Among other issues,
continued fiscal consolidation, fast track implementation of large
infrastructure projects and investments, tax reforms would be
some of the priority areas for the country.
The biggest challenge that policy makers world over face is
supporting robust growth and a balanced global recovery as well
as managing vulnerabilities and sustaining the job market. The
policy makers need to have a coordinated approach to mitigate
any negative spill-over, curb protectionism, ensure resource flow
to the developing and emerging economies to avoid derailment of
the feeble recovery that the world is currently experiencing. The
developing economies need to aggressively address their
structural issues to boost domestic demand, facilitate investment
and take benefit of the growing market in the developed
countries. External factors like the crisis in Ukraine, tension in
middle-east, or a bad monsoon in India may tilt the scales of the
fragile recovery.
WORLD COKING COAL AND METALLURGICAL
COKE INDUSTRY
Metallurgical coke prices have been on a continuous fall and have
been below the lows of 2009. There has been a sharp decline in
price in 2013-14 as experts belief that there is no further room for
rate cut as the price seems to have been bottomed out. With the
removal of export tax by China from January 2013, Chinese coke
is available to Indian, Japanese and Brazil markets. The export
prices since then have also been greatly dependent on the
domestic coke price of China. However the biggest concern in the
global coke market has been the lack of demand. Stagnation of
growth in India coupled with slowdown in growth in China has led
to absence of demand resulting in the prices stumbling.
There exists a strong correlation between coking coal and
metallurgical coke. Coking coal prices have also been on a steep
19
GUJARAT NRE COKE LIMITED
Management Discussion & Analysis (Contd.)
Various external factors like global recession, eurozone crisis act
as major threats to the met coke & coking coal industry as it does
to any other commodity market. The extreme volatility in price
adds to the uncertainty. Certain unexpected international &
domestic developments like the abolition of 40% export tax by
China or the imposition of mining ban in South India are a few
threats facing the industry.
consequently, its prices. Timely availability of raw material at
reasonable prices is therefore, critical for survival in this
industry.
c)
COMPANY'S PERFORMANCE
The income from operations was lower at Rs.932.38 crores in the
year under review as compared to Rs.1713.04 crores during the
previous year and consequently, the net loss during the year under
review was reported at Rs. 560.81 crores as compared to net profit
of Rs. 30.98 crores during the previous year. Accordingly, both
the Basic & Diluted earnings per share of the Company were
reported at nil respectively, for the year under review as compared
to Rs.0.52 respectively, during the previous year.
Forex Risk : The company like any other company operating
in global markets is subject to Forex Risk. The Company
however, has a policy to hedge its foreign exchange risk
within the defined parameters. However, such hedging does
not assure avoidance of any losses due to sudden and/or
substantial volatility in currency markets.
d) Risk from Natural Calamities: Any act of nature detrimental
to the smooth functioning of production of metallurgical coke
in India, can adversely affect the performance of the
Company.
e)
SEGMENT WISE PERFORMANCE & OUTLOOK
Coal & Coke
Political Risk : Any risk arising due to any major change in
policy decisions on account of change in Government,
Legislative bodies etc. such as levy of any additional duty etc.
on the product produced by the company may affect the
results of the company.
Coking coal and Coke segment has been at the core of the
operations of the Company contributing around 90% of the total
turnover during the year under review. Net Sales/income from this
segment for the year under review amounted to Rs. 832.74 crores
as compared to Rs.1495.74 crores in the previous year.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
Steel
The Company has an internal audit system which is conducted by
an independent firm of Chartered Accountants as well as a strong
in house internal audit cell so as to cover various operations on
regular basis through the year. Summarised Internal Audit
Observations/ Reports are reviewed by the Audit Committee on a
regular basis. The finance and accounts functions of the Company
are well staffed with qualified and experienced members.
The Company's internal control systems are commensurate with
the nature, size and complexities of its business and ensure
proper safeguarding of assets, maintaining proper accounting
records and providing reliable financial statements.
Steel segment contributes around 10% to the total turnover. It
achieved a turnover of Rs. 99.68 crores during the year under
review as compared to Rs.217.63 crores during previous year.
The Company is generating power through its Wind Turbines and
is in the final stages of commissioning co-generation power plants
to produce electricity from waste heat. This would help the
Company to reduce its power costs and ensure regular supply of
clean power to its production facilities.
HUMAN RESOURCES
The company considers its people as its most important resource.
All employees of Gujarat NRE are considered leaders and
encouraged to take responsibility to do their best that they can
while meeting business needs. Our strength lies in our human
pool of resources and our success is largely dependent on them.
The Company therefore, focuses on developing its talent pool and
its employee capability through increased emphasis on learning
and skill upgradation job rotation, multi skilling and inter plant
sharing of experiences. Critical skills identification and ramp up
planning continues at the operating level. The Company
continuously reviews its policies/practices with a view to make
them more contemporary and uniform in application and this is an
ongoing process. To improve quality of work life, medical,
transport facilities, welfare and recreational facilities have been
reviewed and upgraded. All these efforts had an impact on
reducing the attrition levels at our plants and offices. Cordial
industrial relations prevailed across the Company and its
subsidiaries during the year under review.
Outlook
The market conditions are expected to remain volatile during
2014-15. However, we are seeing early signs of some hope of
revival in the general economic & market conditions considering
the formation of new government at the Centre. Any uptrend in
economic activity would pull the prices up the curve with increased
market activity & demand. The prices of coking coal and metcoke
are believed to have been bottomed out with minimal downside
risk, and any further movement is expected to move upwards.
RISKS & CONCERNS
Our businesses and operations are subject to a variety of risks
and uncertainties which are similar to any other company in
general and also common to the industry to which we belong.
Some of the key risks and uncertainties affecting the company are
set forth below. Any of these risks has the potential of causing the
actual operating results in future to vary materially from the current
results or from anticipated future results.
a)
CAUTIONARY STATEMENT
Commodity Price Risk : The Company is exposed to the risk
of price fluctuations on raw materials and finished goods.
However, considering the normal correlation in the prices of
raw material i.e coking coal and finished good i.e. met coke,
this risk gets reduced / adjusted over a period of time.
The statement in this Management Discussion and Analysis
Report describing the company's objectives, projections,
estimates, expectations or predictions may be 'forward-looking
statement' within the meaning of applicable securities laws and
regulations. These statements being based on certain
assumptions and expectations of future events, actual results
could differ materially from those expressed or implied. The
Company assumes no responsibility whatsoever, in this regard.
b) Production Risk : Coking coal, the critical raw material
required for manufacture of met coke is in short supply
internationally resulting in uncertainty in its availability and
20
GUJARAT NRE COKE LIMITED
Managing Director (CEO) & Chief Financial Officer (CFO) Certification
4)
We, Mr. Arun Kumar Jagatramka, Chairman & Managing Director
and Mr. P R Kannan, Chief Financial Officer certify that:
1)
2)
3)
We have reviewed the Financial Statements and the Cash
Flow Statements for the year ended 31st March 2014 and to
the best of our knowledge and belief :
a)
These statements do not contain any materially untrue
statement or omit any material fact or contain statements
that might be misleading;
b)
These statements together present a true and fair view of
the company's affairs and are in compliance with existing
Accounting Standards, applicable laws and regulation.
To the best of our knowledge and belief, no transactions
entered into by the company during the year, which are
fraudulent, illegal or violative of the company's code of
conduct.
5)
We accept responsibility for establishing and maintaining
internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the
company pertaining to financial reporting. We have disclosed
to the Auditors and the Audit Committee, any deficiencies in
the design or operation of such internal controls of which we
are aware and the steps that have already been taken or
proposed to be taken to rectify these deficiencies.
We have disclosed based on our most recent evaluation,
wherever applicable, to the Company's Auditors and the Audit
Committee that a.
there has not been any significant change in internal
control over financial reporting during the year under
reference;
b.
there has not been any significant change in the
accounting policies during the year requiring disclosure
in the notes to the financial statements; and
c.
we are not aware of any instance during the year of any
significant fraud with involvement therein of the
management or any employee having a significant role in
the company's internal control system over financial
reporting.
We further declare that all board members and senior
management personnel have affirmed compliance with the
Code of Conduct during the year under review.
Place : Kolkata
Date : 25th May, 2014
21
A K Jagatramka
Chairman &
Managing Director
P R Kannan
Chief
Financial Officer
GUJARAT NRE COKE LIMITED
Independent Auditors’ Report
To the members of
Gujarat NRE Coke Ltd.
a)
in the case of the Balance Sheet, of the state of affairs of the Company as
at March 31, 2014;
b) in the case of the Statement of Profit and Loss, of the loss of the Company
for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows of the Company
for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2003 (“the
Order”) issued by the Central Government of India in terms of sub-section
(4A) of section 227 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of
our audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of
those books;
c) the Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this Report are in agreement with the books
of account;
d) in our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards notified
under the Act read with the General Circular 15/2013 dated 13th
September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013;
e) on the basis of written representations received from the directors as
on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act;
f)
Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said
section, prescribing the manner in which such cess is to be paid, no
cess is considered due and payable by the Company as on
31.03.2014.
Report on the Financial Statements
We have audited the accompanying financial statements of Gujarat NRE Coke
Limited (“the Company”), which comprise the Balance Sheet as at March 31,
2014, the Statement of Profit and Loss and Cash Flow Statement for the year
then ended and a summary of significant accounting policies and other
explanatory information.
Management's Responsibility for the Financial Statements
Company's Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
Accounting Standards, notified under the Companies Act, 1956 (the Act) read
with the General Circular 15/2013 dated 13th September, 2013 of the Ministry
of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and
in accordance with the accounting principles generally accepted in India. This
responsibility includes the design, implementation and maintenance of internal
control relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit in accordance with the Standards on
Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control
relevant to the Company's preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the information
required by the Act, in the manner so required, and give a true and fair view in
conformity with the accounting principles generally accepted in India:
For N.C.Banerjee & Co.
Chartered Accountants
(Firm’s Registration No. : 302081E)
Place : Kolkata
Dated : 25th May, 2014
A Paul
(Partner)
Membership No. 06490
Annexure to Independent Auditor's Report
Referred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date
(i)
(ii)
(iii)
(a)
The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) We were informed that the Company has a phased programme of
physical verification of all its fixed assets which, in our opinion, is
reasonable having regard to the size of the Company and the nature
of its assets. In accordance with this programme, fixed assets were
physically verified by management during the period under review
and no material discrepancy was noticed on such verification.
(c) Fixed assets disposed off during the year under review were not
substantial and the going concern status of the company is not
affected.
(a) During the year inventories have been physically verified by the
management at reasonable intervals. In our opinion, the
frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventory. We
were explained that the discrepancies noticed during the physical
verification of inventories as compared to book records were not
material and have been properly dealt with in the books of account.
In our opinion and according to the information and explanations given
to us, the company has not granted or taken loans, Secured or
Unsecured, to/from the companies, firm or other parties covered in the
(iv)
(v)
Register maintained under section 301 of the Companies Act, 1956,
consequently sub clauses (a) to (g) of clause (iii) of paragraph 4 of the
order is not applicable to the company.
In our opinion and according to the information and explanations given
to us, there exists an adequate internal control system commensurate
with the size of the company and the nature of its business with regard
to purchases of inventory and fixed assets and with regard to the sale
of goods and services. No major continuing weakness in internal
control system was observed.
(a) According to the information and explanations given to us, we are
of the opinion that particulars of all the transactions made in
pursuance of contracts or arrangements referred to in section 301
of the Companies Act, 1956 have been entered in the register
required to be maintained under that section.
(b)
(vi)
22
In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301
of the Companies Act, 1956 and exceeding value of rupees five
lacs in respect of each party during the year have been made at
prices which appear to be reasonable having regard to prevailing
market prices at the relevant time.
According to the information and explanations given to us, the
Company has not accepted any deposits from the public and
consequently, the directives issued by the Reserve Bank of India and
the provisions of Section 58A, 58AA or any other relevant provisions of
GUJARAT NRE COKE LIMITED
Annexure to Independent Auditors’ Report (contd.)
(vii)
(viii)
the Companies Act, 1956 and the rules framed there under are not
applicable to the Company.
In our opinion, the Company has an internal audit system
commensurate with the size and the nature of its business but it has to
be further strengthened.
We have broadly reviewed the cost records maintained by the
company pursuant to the Companies (Cost Accounting Records)
Rules, 2011 prescribed by the Central Government under Section
209(1) (d) of the Companies Act, 1956 and are of the opinion that prima
facie the prescribed cost records have been maintained. We have,
however, not carried out a detailed examination of such records, nor
we are required to do so, with a view to determine whether they are
accurate or complete.
(b)
(ix)
(a)
The Central Government has not notified the date of levy and
collection of cess under Rehabilitation & Revival Fund as per
section 441 A of the Companies act, 1956.
According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Sales Tax, Wealth Tax,
Service Tax, Custom duty and Excise duty were in arrear as at 31st March, 2014, for a period of more than six months from the date those became
payable, except for the Sales Tax/VAT/CST and Income Tax as given belowName of the statute
Gujarat Value Added Tax Act, 2003
Income Tax Act,1961
(c)
(x)
(xi)
According to the information and explanations given to us and on
the basis of our examination of the books of account, the
Company has been regular in depositing undisputed statutory
dues including Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance, Wealth Tax,
Customs Duty, Excise Duty, Cess and any other material
statutory dues except Income Tax, Sales Tax and Service Tax
where the amount has not been regularly deposited with the
appropriate authorities and there has been delays in a large
number of cases.
Nature of Dues
Amount (Rs./Crores)
Sales Tax/VAT/CST
11.18
Income Tax
5.92
According to the information and explanations given to us and the records of the company examined by us, there were no dues in respect of Income
Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess that have not been deposited with the appropriate authorities other
than disputed liabilities mentioned below:Name of the statute
Nature of
Dues
Amount
(Rs./Crores)
Period to which the
amount Relates
Forum where/
disputes are pending
Income Tax Act, 1961
Regular Assessment
1.86
2006-07
2010-11
Commissioner of Income Tax
(Appeals), Kolkata
Finance Act, 1994
(Act 32 of 1994)
Chapter V & VA
Service Tax
3.39
2007-08
to
2011-12
Custom, Excise and Service Tax
Appellate Tribunal, Ahmedabad,
Commissioner (Appeals),
Cental Excise, Rajkot
The Customs Act, 1962
Custom Duty
12.50
2004, 2005, 2007,
2008, 2010
Custom, Excise and Service Tax
Appellate Tribunal, Ahmedabad..
The Company does not have accumulated losses more than 50% of the networth of the Company as at 31st March, 2014. The Company has incurred cash
losses during the year under review, there was no cash losses in the immediately preceding financial year.
The Company has defaulted in repayment of dues to banks and financial institutions in respect of Letters of Credit, Buyer's Credit, Bills Discounting, Term
Loan Installments, NCD installments and Interest. However during the year, the CDR proposal of the Company has been approved by the CDR Empowered
Group (CDR EG) at its meeting held on 14th March 2014. As per approved CDR package, defaults during the year with CDR lenders have been regularised,
except the following defaults which existing/continuing as on the Balance sheet date.
Amount (Rs. in Crs)
Particulars
Delays up to
30 days
Delays 31 90 days
Installments/ Overdrawing
0.25
14.12
0.28
–
14.65
Interest liabilities
3.70
9.63
1.93
9.96
25.22
(xii)
According to the informations and explanations given to us, the
Company has not granted loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
(xiii) In our opinion and according to the information and explanations given
to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.
Therefore, the provisions of clause (xiii) of paragraph 4 of the order are
not applicable to the company.
(xiv) According to the information and explanations given to us, the Company
is not dealing or trading in shares, securities, debentures and other
investments. The investments have been held by the company in its own
name except to the extent of exemption, if any, granted under section 49
of the Companies Act, 1956.
(xv) In our opinion and according to the information and explanations given
to us, the terms and conditions, on the basis of which the Company has
given guarantees for loans taken by the erstwhile subsidiary companies
from banks or financial institutions, are not as such prima facie
prejudicial to the interests of the Company.
(xvi) In our opinion and according to the information and explanations given
to us and on the basis of our examination of the books of account, the
term loans were applied for the purpose for which such loans were
obtained.
(xvii) According to the information and explanations given to us and on an
overall examination of the balance sheet of the Company, we report that
no funds raised on short-term basis were used for long term investment.
Delays 91 180 days
Delays beyond
180 days
Total Amount
(xviii) The company, during the year, has allotted equity shares on preferential
basis consequent upon conversion of Share warrants allotted to a
company covered in Register maintained under Section 301 of the
Companies Act,1956. The Price at which these shares have been issued
has been determined as per Securities and Exchange Board of India
(Disclosure and Investor Protection) Guidelines 2000, which, in our
opinion, is not prejudicial to the interest of the Company.
(xix)
The company has not issued any debentures or bonds during the year
under review.
(xx)
The company has not raised any money by way of public issues during
the year under review.
(xxi)
Based upon the audit procedures followed for the purpose of reporting
on the true and fair view of the financial statements and as per the
information and explanations given by management, no fraud on or by
the Company has been noticed or reported during the year.
For N.C.Banerjee & Co.
Chartered Accountants
(Firm’s Registration No. : 302081E)
Place : Kolkata
Dated : 25th May, 2014
23
A Paul
(Partner)
Membership No. 06490
GUJARAT NRE COKE LIMITED
Balance Sheet As at 31st March, 2014
(Rs. in Crores)
Notes
As at 31st
March, 2014
As at 31st
March, 2013
EQUITY AND LIABILITIES
Shareholders' Funds
Share Capital
2
627.37
622.37
Reserves & Surplus
3
562.21
1,084.72
10.40
13.04
1,199.98
1,720.13
Money received against Share Warrants
Non-Current Liabilities
Long Term Borrowings
4
1,963.91
952.81
Long Term Provisions
5
8.30
9.08
1,972.21
961.89
Current Liabilities
Short Term Borrowings
6
749.47
813.53
Trade Payables
7
209.65
749.99
Other Current Liabilities
8
278.19
580.23
Short Term Provisions
9
TOTAL
9.65
43.11
1,246.96
2,186.86
4,419.15
4,868.88
ASSETS
Non-Current Assets
Tangible Fixed Assets
10
898.80
899.83
Capital Work-in-Progress
10
183.26
204.42
Non-Current Investment
11
920.03
818.39
Deferred Tax Assets/(Liabilities) (net)
12
112.34
(160.98)
Long Term Loan & Advances
13
72.79
268.21
2,187.22
2,029.87
Current Assets
Inventories
14
977.52
1,731.46
Trade Receivables
15
476.62
562.71
Cash & Cash equivalents
16
33.18
98.68
Short Term Loan & Advances
17
TOTAL
Significant Accounting Policies & Notes on Financial Statements
744.61
446.16
2,231.93
2,839.01
4,419.15
4,868.88
1 to 40
forming part of the financial statements
In terms of our report of even date annexed hereto
For N. C. BANERJEE & CO.
Chartered Accountants
(Firm Registration No. 302081E)
A. Paul
Partner
Membership No. 06490
Place : Kolkata
Dated : 25th May' 2014.
For and on behalf of the Board
A K Jagatramka
Chairman &
Managing Director
M Jagatramka
Director
24
P R Kannan
Chief Financial Officer
Manoj K Shah
Company Secretary
GUJARAT NRE COKE LIMITED
Statement of Profit & Loss For the year ended 31st March, 2014
(Rs. in Crores)
For the year
ended 31.03.2014
Notes
For the year
ended 31.03.2013
INCOME
Revenue from Operations
18
932.38
1,713.04
Other Income
19
318.26
38.90
1,250.64
1,751.94
854.25
1,077.83
409.49
139.89
Total Revenue:
EXPENDITURE
Cost of Materials Consumed
20
Purchase of Stock-in-Trade
Changes in Inventories of Finished Goods,
Stock-in-Process and Stock in Trade
21
211.48
(101.47)
Employees Benefits Expenses
22
44.08
60.27
Finance Costs
23
331.39
263.02
Depreciation
10
61.30
58.33
Other Expenses
24
125.58
159.85
Total Expenses:
2,037.57
1,657.72
Profit/(Loss) before Exceptional Items & Tax
(786.93)
94.22
47.47
47.95
(834.40)
46.27
–
9.26
(273.32)
(5.04)
–
10.80
(0.27)
0.27
(560.81)
30.98
Basic Earnings per Equity & "B" Equity Share (in Rs.) [ Face Value Rs. 10 per shares]
(8.95)
0.52
Diluted Earnings per Equity & "B" Equity Share [ Face Value Rs. 10 per shares]
(8.95)
0.52
Exceptional Items
37
Profit/(Loss) Before Tax
Tax Expenses
– Current Tax
– Deferred Tax
– MAT credit entitlement
– Tax for Earlier Years
Profit / (Loss) for the year
Significant Accounting Policies & Notes on Financial Statements
1 to 40
forming part of the financial statements
In terms of our report of even date annexed hereto
For N. C. BANERJEE & CO.
Chartered Accountants
(Firm Registration No. 302081E)
A. Paul
Partner
Membership No. 06490
Place : Kolkata
Dated : 25th May' 2014.
For and on behalf of the Board
A K Jagatramka
Chairman &
Managing Director
M Jagatramka
Director
25
P R Kannan
Chief Financial Officer
Manoj K Shah
Company Secretary
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014
1.
i.
SIGNIFICANT ACCOUNTING POLICIES
Accounting Conventions
The financial statements are prepared under historical cost conventions and as a going concern basis following the accrual basis
of accounting and in accordance with the Generally Accepted Accounting Principles (GAAP) in India and in compliance with the
provision of the Companies Act, 1956.
ii.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of revenues & expenses for the Year under review and assets &
liabilities, disclosure of contingent liabilities, on the date of the financial statements. Actual results could differ from these
estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods.
iii. Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and revenue can be
reliably measured
a.
In respect of Sales
: When the significant risks and rewards of ownership of goods have been passed
on to the buyer, which generally coincides with delivery / shipment of goods to
customers.
b.
In respect of Interest Income
: On time proportion basis taking into account the amount outstanding and the rate
applicable.
c.
In respect of Service Income
: When the services are performed as per contract.
d.
In respect of Dividend Income
: When right to receive payment is established.
e.
In respect of Insurance Claims
: On Settlement of Claims
f.
In respect of Guarantee Commission : When right to receive payment is established.
Revenue from product sales is recognized inclusive of Excise duty but exclusive of Sales Tax/Value added Tax (VAT) and net of
returns, Sales Discount etc. Sales Returns are accounted for when goods are returned.
iv. Fixed Assets
Fixed assets are stated at historical cost, which comprises cost of purchase/construction cost, cost of borrowing and other cost
directly attributable to bring the assets at its working condition and location for its intended use. Expenditures during construction
period are allocated to the relevant assets in the ratio of costs of respective assets.
v.
Depreciation on Fixed Assets
Depreciation on Fixed assets is provided on Straight - Line Method (SLM) at the rates and in the manner prescribed in Schedule
XIV of the Companies Act, 1956.
vi. Inventories
1.
Inventories are valued as under:
a.
Raw Materials
: At Cost or Net Realisable Value whichever is lower
b.
Finished Products
: At Cost or Net Realisable Value whichever is lower
c.
Stores, Spares and Components
: At Cost or Net Realisable Value whichever is lower
d.
Stock in process
: At Raw material Cost plus estimated cost of conversion up to the stage of
completion or Net Realisable Value whichever is lower.
Cost includes all direct cost and applicable manufacturing and administrative overheads.
2.
Inventories are valued on FIFO basis.
3.
Variation, if any, between books and physical stocks detected on physical verification, obsolete & slow moving stocks are
adjusted in accounts as found appropriate.
vii. Investments
Long term investments are stated at cost. Provision is made when diminution in the value of investments is considered permanent
in nature.
Current investments are stated at lower of cost and market value.
viii. Foreign Exchange Transactions
a.
Initial Recognition
Foreign Exchange transactions are recorded normally at the exchange rates prevailing on the date of the transactions.
b.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of
historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction and nonmonetary items which are carried at the fair value or other similar denominated in a foreign currency are reported using the
exchange rates that existed when the values were determined.
c.
Exchange differences
Exchange differences arising on settlement of transactions or on reporting monetary items of the Company at the rate different
from those at which they were initially recorded during the year, or reported in previous financial statement, are recognised as
income or expenses in the year in which they arise except in case where they relate to acquisition of fixed assets.
26
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
d.
Forward Exchange Contract not intended for trading or speculative purposes
The premium or discount arising at the inception of forward exchange contract is amortized as expenses or income over the
life of the respective contract. Exchange differences on such contracts are considered in the statement of Profit or Loss in the
Year in which exchange rate changes. Any profit or loss arising on cancellation or renewal of forward exchange contract is
recognised as income or as expenses for the Year.
ix. Provisions, Contingent Liabilities and Contingent Assets
The Company makes a provision when there is present obligation as a result of past event that probably requires an outflow of
resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when
there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Contingent
Assets are disclosed when an inflow of economic benefit is probable and/or certain.
x.
Borrowing Costs
Borrowing Costs that are attributable to the acquisition and constructions of qualifying assets are capitalised as a part of the cost of
such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. Other
borrowing costs of the Year are charged to revenue in the period in which they are incurred.
xi. Taxation
Current Tax is determined as the amount of tax payable in respect of taxable income for the Period.
Deferred Tax Liability is recognized for all timing differences between taxable income and accounting income that originate in one
period and are capable of reversal in one or more subsequent periods.
Deferred Tax Assets are recognized only if there is reasonable certainty that the same will be realized and are reviewed for the
appropriateness of its respective carrying values at each Balance Sheet date.
Tax on Distributed Profit Payable is in accordance with the provision of Section 155O of the Income Tax Act, 1961 and in
accordance with guidance note on Accounting for Corporate Dividend Tax.
Wealth Tax is determined on taxable value of assets on the balance sheet date.
xii. Employee benefits
a)
Short Term & Post Employment Benefits
Employee benefits of short-term nature are recognized as expense as and when those accrue. Post employments benefits
are recognized as expenses based on actuarial valuation at Year end which takes into account actuarial gains and losses.
b)
Employee Stock Option Scheme (ESOS)
Aggregate quantum of options granted under the schemes in monetary term net of consideration of issue, to be paid in cash,
are shown in the Balance Sheet as Employees Stock Option outstanding under Reserves & Surplus and as Deferred
Employees Compensation (ESOS) under Unamortised Expenditure as per guide-lines of SEBI in this respect.
With the exercise of options and consequent issue of equity shares corresponding ESOS outstanding is transferred to Securities
Premium Account.
xiii. Indirect Taxes
Excise Duty on Finished Goods Stock is accounted for at the point of manufacture of goods and is accordingly considered for
valuation of finished goods stock as on Balance sheet date. Customs duty on imported raw materials is accounted for on the
clearance of goods from the Customs Authorities.
xiv. Unamortised Expenditure
Unamortised expenditure, stated at cost, is amortized over period of time as under:
(i)
Deferred Revenue Expenses-5 years
(ii) Deferred Employees Compensation under ESOS- Amortised on straight line basis over vesting period.
xv. Impairment of Assets
The Company assesses at each Balance Sheet date whether there is any indication of an asset being impaired. An asset is treated
as impaired when the carrying amount of assets exceeds its recoverable value, in which case the impairment loss is charged to the
Statement of Profit and Loss of the Year in which an asset is identified as impaired. The impairment loss, if any, recognised in prior
accounting periods is reversed if there has been a change in the estimate of recoverable amount.
xvi. Research and development
Revenue expenditure on research and development is expensed as incurred. Capital expenditures incurred on research and
development are capitalised as fixed assets and depreciated in accordance with the depreciation policy of the Company.
xvii. Earning per share (EPS)
The basic earning per share (“EPS”) is computed by dividing the net profit after tax for the Year by the weighted average number of
equity shares outstanding during the Year. For the purpose of calculating diluted earnings per share, net profit after tax for the Year and
the weighted average number of shares outstanding during the Year are adjusted with the effects of all dilutive potential equity shares.
The dilutive potential equity shares are deemed converted as of the beginning of the Year, unless they have been issued at a later date.
xviii. Prior Period Adjustments, Extra-ordinary Items and Changes in Accounting Policies
Prior period adjustments, extraordinary items and changes in accounting policies, if any, having material impact on the financial
affairs of the Company are disclosed.
xix. Segment Reporting
i.
Identification of Segments :
The Company's Operating Businesses are organized and managed separately according to the nature of products and
services provided, with each segment representing a strategic business unit that offers different products and serves
different markets.
ii.
Allocation of Common Costs :
Common allocable costs are allocated to each segment according to sales of each segment to total sales of the Company.
27
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
2
SHARE CAPITAL
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
As at
31st March, 2013
1,600.00
1,600.00
10,00,00,000 “A” Equity Shares (Previous Year 10,00,00,000)
of Rs.10/- each Carrying 100 Voting Rights per “A” Equity Share
100.00
100.00
30,00,00,000 “B” Equity Shares (Previous Year 30,00,00,000)
of Rs.10/- each Carrying 1 Voting Right per 100 “B” Equity Shares
300.00
300.00
2,000.00
2,000.00
574.88
569.88
52.49
52.49
627.37
622.37
AUTHORISED :
1,60,00,00,000 Equity Shares (Previous Year 1,60,00,00,000) of Rs. 10/- each.
ISSUED,SUBSCRIBED AND PAID-UP :
57,48,80,127 Equity Shares of Rs.10/- each
fully paid up, ( Previous year 56,98,80,127)
5,24,88,010 "B" Equity Shares of Rs.10/- each
fully paid up, ( Previous year 5,24,88,010)
2.1
Of the above Shares:
(No. of Shares)
As at
31st March, 2014
As at
31st March, 2013
–
134,834,154
52,488,010
52,488,010
Equity Shares out of the issued, subscribed and paid up Equity Share Capital
were issued as fully paid Bonus Shares in the last five years, preceeding
31st March, 2014.
"B" Equity Shares out of the issued, subscribed and paid up "B" Equity Share
Capital were issued as fully paid Bonus Shares in the last five years, preceeding
31st March, 2014.
2.2
The Details of Shareholders holding more than 5% of shares:
Name of the Shareholders
As at
31st March, 2014
As at
31st March, 2013
No. of Shares
% held
No. of Shares
% held
195,205,263
33.96%
194,686,105
34.16%
37,317,044
6.49%
–
–
–
–
31,651,472
5.55%
50,000,000
8.70%
45,000,000
7.90%
19,175,913
36.53%
16,675,913
31.77%
–
–
2,731,594
5.20%
2,779,125
5.29%
2,779,125
5.29%
Equity Shares:
Gujarat NRE Mineral Resources Ltd.
HSBC GIF Mauritius Ltd
HSBC Global Investment Funds A/c HSBC Global Fund
Mangal Crystal Coke Pvt. Ltd
“B” Equity Shares:
Gujarat NRE Mineral Resources Ltd.
HSBC Global Investment Funds A/c HSBC Global Fund
Arun Kumar Jagatramka Trustee, Girdharilal Arun Kumar Family Trust
28
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
2.3 The reconciliation of the number of shares outstanding is set out below:
Particulars
(No of Shares)
As at
31st March, 2014
As at
31st March, 2013
569,880,127
524,880,127
5,000,000
45,000,000
574,880,127
569,880,127
Equity Shares at the beginning of the year
52,488,010
52,488,010
Equity Shares at the end of the year
52,488,010
52,488,010
Equity Shares:
Equity Shares at the beginning of the year
Add: Shares issued on Conversion of Share Warrant
Equity Shares at the end of the year
“B” Equity Shares:
2.4
i)
The grant of option to the employees under the stock Option Schemes is on the basis of their performance and other eligibility
criteria .The options are vested over a period, subject to the discretion of the Management and fulfillment of certain
conditions.
(Rs. in Crores)
ii)
Basic & Diluted EPS and Proforma Basic & Diluted EPS-
Current Year
Previous Year
(560.81)
30.97
0.11
0.12
(560.70)
31.09
(Rs.)
(8.95)
0.52
– Diluted (Rs.)
(8.95)
0.52
Net Profit / (Loss) as reported
Add: Employee Compensation Expenses ( As per Para 2.5 (ii) below)
Adjusted Proforma Net Profit / (Loss)
Basic & Diluted EPS as reported
– Basic
Proforma Basic & Diluted EPS
– Basic
2.5
(i)
(Rs.)
(8.95)
0.52
– Diluted (Rs.)
(8.95)
0.52
Shares Reserved for issue under Employee Stock Options Plan
Movement in Options granted during the Year ended 31st March, 2014 is given below:
Weighted Average
Exercise Price
No. of Options
(in Rs.)
31.03.14
31.03.14
a)
Outstanding at the beginning of the Year
– Equity Shares
– “B” Equity Shares
Granted during the Year
– Equity Shares
– “B” Equity Shares
Forfeited during the Year
– Equity Shares
– “B” Equity Shares
Exercised during the Year
– Equity Shares
– “B” Equity Shares
Expired during the Year
– Equity Shares
– “B” Equity Shares
Weighted Average
Exercise Price
No. of Options
(in Rs.)
31.03.13
31.03.13
8,252,800
250,680
35.15
–
8,659,750
257,400
35.15
–
–
–
–
–
–
–
–
–
714,650
23,240
34.47
–
406,950
6,720
33.84
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
29
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
2.5
Shares Reserved for issue under Employee Stock Options Plan (contd.)
Movement in Options granted during the Year ended 31st March, 2014 is given below (contd.):
Weighted Average
Exercise Price
No. of Options
(in Rs.)
31.03.14
31.03.14
b)
c)
(ii)
Outstanding at the end of the Year
- Equity Shares
- “B” Equity Shares
Exercisable at the end of the Year
- Equity Shares
- “B” Equity Shares
Weighted Average
Exercise Price
No. of Options
(in Rs.)
31.03.13
31.03.13
7,538,150
227,440
35.22
–
8,252,800
250,680
35.15
–
–
–
–
–
14,800
1,480
18.05
–
The Company has calculated Employee Compensation Costs on the basis of Intrinsic Value Method and has amortized Rs. (0.06)
Crores (Previous Year Rs. 0.67 Crores) for the Year ended 31st March, 2014. However, had the company followed Fair Value
Method for calculating Employee Compensation Costs, such costs for the Year would have been lower by Rs.0.11 Crores with
corresponding impact on the Profit after Tax and Basic as well as Diluted EPS for the Year.
(iii) Share Reserved for issue against Share Warrants
As at
31st March, 2014
No. of Warrants
20,800,000
2,080,000
Equity Shares
“B” Equity Shares
As at
31st March, 2013
No. of Warrants
25,800,000
2,080,000
2,08,00,000 Equity Share to be issued at exercise price of Rs. 120 each and upon conversion of the above 2,08,00,000
equity shares, 20,80,000 "B" Equity Shares will be issued as bonus shares.
(iv) The Company has issued 200, 5.5% Unsecured Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each
aggregating US $ 20 Millions at par on 29th October'2012. These bonds are convertible into equity shares of the Company at
the option of the bond holders at a price of Rs. 22.50 per share. On Conversion these Bonds will result in 47,764,444 equity
shares of the Company.
3
RESERVES & SURPLUS
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
Capital Reserve:
As per Last Balance Sheet
Add: Transfer on forfeiture of Share Warrant
144.87
–
As at
31st March, 2013
51.12
93.75
144.87
Security Premium Reserve:
As per Last Balance Sheet
Add: Received during the year
General Reserve:
As per Last Balance Sheet
Less: Transferred to Statement of Profit & Loss
Debentures Redemption Reserves:
As per Last Balance Sheet
Add: Transfer from Statement of Profit & Loss
144.87
495.73
5.54
501.27
445.87
49.86
495.73
240.45
10.80
251.25
240.45
–
240.45
196.57
–
165.59
30.98
196.57
Employees Stock Option Outstanding:
As per Last Balance Sheet
Less: Adjustment for Option Forfeited during the year
Less: Trfd. To Securities Premium Reserve
7.10
0.79
–
196.57
7.30
0.20
–
6.31
Surplus from Statement of Profit & Loss:
As per last Balance Sheet
Add: Profit for the year
Less/(Add): Appropriations
Transfer to/ (from) General Reserve
Dividend for Earlier Year/(written back)
Dividend Tax/(written back)
Transferred to Debenture Redemption Reserve
30
7.10
–
(560.81)
(560.81)
–
30.98
30.98
10.80
(28.87)
(4.68)
–
–
–
–
30.98
(538.06)
–
562.21
1,084.72
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
4
LONG TERM BORROWINGS
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
Current
Non Current
10.00
417.51
As at
31st March, 2013
Current Non Current
Secured
Non Convertible Debentures
125.00
337.50
Foreign Currency Term Loans from Scheduled Banks
–
95.67
–
–
Term Loans from Scheduled Banks
–
1,187.68
213.24
464.62
Term Loans from Scheduled Banks- FITL
Term Loans from Others
–
142.75
–
–
2.42
1.01
2.80
2.41
12.42
1,844.62
341.04
804.53
–
119.29
–
10.50
108.78
39.50
–
119.29
10.50
148.28
12.42
1,963.91
351.54
952.81
Unsecured
Foreign Currency Convertible Bonds
Term Loans from Scheduled Banks
4 (A). For all Secured Term Loans & Non Convertible Debentures excluding "B" & "C"
i) Primary Security:
a) Pari- passu 1st charge over the entire fixed assets (both present & future) of the company's coke units at Khambhalia and
Bhachau in the state of Gujarat, Dharwad in the state of Karnataka, Waste Heat Recovery Power Plant (along with land)
at Dharwad in the state of Karnataka, Steel unit at Bhachau in the state of Gujarat and Windmill units at various locations
in the state of Gujarat excluding the movable fixed assets exclusively charged to Tata Capital Financial Services Ltd.
b) Pari- passu 1st charge over the entire fixed assets (both present & future) of NRE Metcoke Ltd. at Bhachau in the state of
Gujarat.
c) Pari-passu 2nd charge over the entire fixed assets (both present & future) of Bajrangbali Coke Industries Ltd. at
Bhachau in the state of Gujarat.
ii) Collateral Security:
a)
Pari-passu 2nd charge over the entire current assets (both present & future) of the company's coke units at Khambhalia
and Bhachau in the state of Gujarat and Dharwad in the state of Karnataka and Steel unit at Bhachau in the state of
Gujarat.
b) Along with Working Capital facilities
– First Pari-passu charge on Residential Property at 1, Clyde Row, Hastings, Kolkata in the name of Mr. Arun Kumar
Jagatramka
– First Pari-passu charge on Residential-cum-office Property at NRE House, Saru Road, Jamnagar, Gujarat in the
name of Mr. Arun Kumar Jagatramka
– Pledge of 78,478,035 Equity shares and 12,357,468 "B" Equity Shares of Gujarat NRE Coke Ltd (GNCL) held by the
promoters/ promoter Group Companies .
– Personal Guarantees of Promoter Directors viz. Mr. Arun Kumar Jagatramka and Mrs. Mona Jagatramka.
– Corporate Guarantee (to the extent of the value of shares pledged) of promoter group companies namely Gujarat
NRE Mineral Resources Ltd and Mangal Crystal Coke Pvt. Ltd.
– Corporate Guarantee of Bajrangbali Coke Industries Ltd., NRE Metcoke Ltd. and Bharat NRE Coke Limited.
c) The Rupee Term Loan II of Rs. 54 Crores from ICICI Bank Ltd. presently converted into FCNRB is further secured by
Corporate guarantee of Gujarat NRE Ltd.
(B) Term Loan from Laxmi Vilas Bank Ltd. amounting to Rs. 48.50 Crores
Primary Security:
Pari- passu 1st charge over the entire fixed assets (both present & future) of Bajrangbali Coke Industries Ltd. at Bhachau in the
state of Gujarat.
Collateral Security:
a) Pari- passu 2nd Charge over the entire fixed assets (both present & future) of the company's coke units at Khambhalia and
Bhachau in the state of Gujarat, Dharwad in the state of Karnataka, Waste Heat Recovery Power Plant (along with land) at
Dharwad in the state of Karnataka, Steel unit at Bhachau in the state of Gujarat and Windmill units at various locations in the
state of Gujarat excluding the movable fixed assets exclusively charged to Tata Capital Financial Services Ltd.
b) Refer Note No.4(A)(ii)(b)
C)
Term Loan from others are secured by Hypothecation of specified Movable fixed assets financed.
31
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
D)
Maturity Profile of Term Loans are as set below :
(Rs. in Crores)
Repayment profile
Foreign Currency Term Loans from Scheduled Banks
Term Loan from Banks
Term Loan from Banks-FITL
Term Loan from Others
5.5% Foreign Currency Convertibles Bonds
Non Convertible Debentures
11% Secured Reedemable NCDs
12.50% Secured Reedemable NCDs
2014-15
2015-16
2016-17
Beyond
2016-17
–
–
–
2.42
–
5.74
71.26
8.56
1.01
–
7.65
95.01
11.42
–
–
82.27
1,021.40
122.76
–
119.29
–
10.00
24.45
10.00
32.60
–
350.46
–
E)
The Company has issued 200, 5.5% Unsecured Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each aggregating
US $ 20 Millions at par on 29th October'2012. These bonds are convertible into equity shares of the Company at the option of the
bond holders at a price of Rs. 22.50 per share. On Conversion these Bonds will result in 47,764,400 equity shares of the Company.
If not converted then they are reedemable on 30th October'2017
5
LONG TERM PROVISIONS
DESCRIPTION
6
As at
31st March, 2014
As at
31st March, 2013
Provision for Gratuity & Leave Encashment
5.48
6.26
Provision for Taxation
2.82
2.82
`
8.30
9.08
As at
31st March, 2014
As at
31st March, 2013
33.70
145.00
SHORT TERM BORROWINGS
DESCRIPTION
Secured
Term Loans from Scheduled Banks
Working Capital Facilities from Scheduled Banks
715.77
629.48
749.47
774.48
Term Loans from Others
–
30.00
Inter Corporate Deposits (ICD)
–
9.05
–
39.05
749.47
813.53
Unsecured
i
Primary Security:
Pari-passu 1st charge over the entire current assets (both present & future) of the company's coke units at Khambhalia and
Bhachau in the state of Gujarat and Dharwad in the state of Karnataka and Steel unit at Bhachau in the state of Gujarat.
ii
iii
Collateral Security:
a)
Pari- passu 2nd charge over the entire fixed assets (both present & future) of the company's coke units at Khambhalia and
Bhachau in the state of Gujarat, Dharwad in the state of Karnataka, Waste Heat Recovery Power Plant (along with land) at
Dharwad in the state of Karnataka, Steel unit at Bhachau in the state of Gujarat and Windmill units at various locations in the
state of Gujarat excluding the movable fixed assets exclusively charged to Tata Capital Financial Services Ltd.
b)
Pari- passu 2nd charge over the entire fixed assets (both present & future) of the company's leased unit namely NRE Metcoke
Ltd. at Bhachau in the state of Gujarat.
c)
Refer Note 4(A)(ii)(b)
The Working Capital Loan of Rs. 75 Crores from ICICI Bank Ltd. is further secured by Corporate guarantee of Gujarat NRE Ltd.
32
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
7
TRADE PAYABLES
(Rs. in Crores)
DESCRIPTION
Micro, Small & Medium Enterprises*
Others
*
As at
31st March, 2013
–
–
209.65
749.99
209.65
749.99
The details of amounts outstanding to Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act), based on the
available information with the company are as under:
As at
31st March, 2014
As at
31st March, 2013
Principal amount due and remaining unpaid
–
–
Interest due on above and the unpaid interest
–
–
Interest paid on all delayed payment under the MSMED Act
–
–
Payment made beyond the appointed day during the year
–
–
Interest due and payable for the year of delay other then above
–
–
Interest accrued remaining unpaid
–
–
Amount of further interest remaining due and payable in succeeding years
–
–
As at
31st March, 2014
As at
31st March, 2013
12.42
351.54
1.24
1.42
11.98
12.75
1.85
1.92
Creditors for Capital Expenditure
20.07
30.72
Advance Share Application Money Received [Refer Note 27(b)]
13.39
–
Advance against Share Warrants [Refer Note 27(a)(l)]
65.26
–
151.98
181.88
278.19
580.23
Particulars
8
As at
31st March, 2014
OTHER CURRENT LIABILITIES
DESCRIPTION
Current maturities of long term debts
Interest Accrued but not due on borrowings
Interest Accrued & due on Borrowings
Unclaimed Dividend
Others Payables
8.1
There are no amounts due and outstanding to be credited to Investors Education and Protection Fund as at 31st March, 2014.
9
SHORT TERM PROVISIONS
DESCRIPTION
As at
31st March, 2014
As at
31st March, 2013
Provision for Gratuity & Leave Encashment
0.39
0.30
Provision for Taxation
9.26
9.26
Provision for Proposed Dividend
–
28.87
Provision for Dividend Tax on Proposed Dividend
–
4.68
9.65
43.11
33
34
1,217.54
1,184.58
Total
Previous Year
33.05
80.74
–
1.45
–
0.23
0.04
0.09
56.47
22.46
–
–
Addition
during
the year
0.09
20.90
–
-
–
0.53
–
–
–
–
–
20.37
Sales /
Adjustment
during
the year
GROSS BLOCK
1,217.54
1,277.38
488.10
27.00
0.48
28.53
3.32
2.51
545.50
150.75
8.51
22.68
Total up to
31.03.14
*Conveyance deed will be executed in favour of the Company in due course.
Capital W I P
488.10
25.55
0.48
Wind Mill
Electrical Installations
Weighing Machine
28.83
3.28
Furniture & Fixture
Material handling
Equipments/Vehicles
2.42
489.03
Plant & Machineries
Office Equipment
128.29
8.51
43.05
As on
01.04.13
Building
Land -Lease Hold *
Land - Freehold
Description of Assets
NOTES-10
259.46
317.71
138.55
7.11
0.12
15.99
1.39
1.16
135.83
17.56
–
–
As on
01.04.13
58.33
61.30
25.77
1.25
0.02
2.91
0.21
0.20
26.41
4.19
–
–
Provided
during
the year
0.08
0.43
–
–
–
0.43
–
–
–
–
–
–
Adjustment
for Sales
DEPRECIATION
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
317.71
378.60
164.32
8.36
0.14
18.81
1.60
1.36
162.24
21.75
–
–
Total up to
31.03.14
183.26
899.83
898.80
323.78
18.64
0.34
9.72
1.72
1.15
383.26
129.00
8.51
22.68
As on
31.03.14
204.42
899.83
349.55
18.45
0.36
12.84
1.89
1.26
353.20
110.73
8.51
43.05
As on
31.03.13
NET BLOCK
(Rs. in Crores)
GUJARAT NRE COKE LIMITED
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
11
NON-CURRENT INVESTMENTS
DESCRIPTION
(Rs. in Crores)
Face
Value (Rs)
No.of Shares*
As at 31st
March, 2014
As at 31st
March, 2013
10
10
969,769 (969,769)
2,737,682 (2,737,682)
7.34
6.14
7.34
6.14
N.A. 86,092,966 (86,092,966)
42.18
42.18
55.66
55.66
1 25,115,850 (20,592,850)
1 23,628,150 (19,051,150)
248.27
234.38
203.95
189.52
10 10,835,000 (10,835,000)
10.84
10.84
Long Term Investment ( At Cost)
Non-Trade Investments
Quoted (Equity)
Indian
Shah Alloys Ltd
Sal Steel Ltd.
Overseas Investments
Wollongong Coal Ltd.
(formerly Gujarat NRE Coking Coal Ltd)
Aggregate Book Value of Quoted Investments (Equity)
Unquoted (Equity)
Indian
In Indian Subsidiaries
Wholly owned
Huntervalley Coal (P) Ltd
Manor Dealcom (P) Ltd
Others
Bharat NRE Coke Ltd****
In Foreign Subsidiaries
Others
Gujarat NRE Ltd
370.88
358.42
Aggregate Book Value of Unquoted Investments (Equity)
N.A. 106,268,690(103,568,544)
864.37
762.73
Total Long Term Investment (At cost)
920.03
818.39
43.08
97.45
Market value of Quoted Investments (Equity)
* Previous Year figure are in bracket
**Investment in Indian company equity shares are fully paid up
*** Refer Note No. (1(vii)) for mode of valuation
**** Out of Shares held in Bharat NRE Coke Ltd., the Company has pledged 1,00,00,000 Shares as security for a Trade Advance of Rs. 36.75
crores.
12
DEFERRED TAX ASSETS / (LIABILITIES) (net)
DESCRIPTION
As at
31st March, 2014
As at
31st March, 2013
(160.98)
(166.03)
Net Deferred Tax Assets at beginning of the year:
Deferred Tax Assets on
– Unabsorbed Depreciation and loss carry forward/(set off)
– Capital Loss carry forward
– On Provision/ Expenses
– Employees compensation
– Gratuity & Leave Encashment
Total Deferred Tax Assets:(A)
218.41
2.83
46.31
(0.02)
(0.22)
267.31
(5.73)
–
3.60
0.22
0.61
(1.30)
– Depreciation
(6.01)
(6.35)
Total Deferred Tax Liabilities:(B)
Net Deferred Tax Assets charged to Statement of Profit & Loss (A-B)
(6.01)
Deferred Tax Liabilities on
(6.35)
273.32
5.05
112.34
(160.98)
The Management of the Company is reasonably certain that the Company would be having Future Taxable Income and deferred
tax assets are only recognized to the extent that their utilization is probable, i.e. tax benefit is expected in future periods and the
same is further supported by the Technical & Economical Valuation conducted by Mecon Ltd. as a part of CDR Implementaion.
35
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
13
LONG TERM LOANS AND ADVANCES
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
As at
31st March, 2013
1.11
–
1.90
66.42
8.01
89.13
107.36
59.61
(Unsecured,Considered Good)
Capital Advance
Loan & Advances
Deposits With Govt. Authorities & Others
Advance Tax (incl. Tax Deducted at Source)
Unamortised Expenses: (To the extent not written off/or adjusted)
– Deferred Employee Compensation Under ESOS
Balance B/F
Less – Adjusted for Employees left during the year
– Amortised during the year (net)
4.10
0.80
(0.06)
3.36
72.79
14
4.96
0.19
0.67
4.10
268.21
INVENTORIES
DESCRIPTION
Stores , Spares & Consumables
Raw Materials
Work in Process
Finished Goods
As at
31st March, 2014
As at
31st March, 2013
6.71
85.99
4.17
880.65
6.14
628.84
11.56
1,084.92
977.52
1,731.46
As at
31st March, 2014
As at
31st March, 2013
328.17
148.45
4.48
558.23
476.62
562.71
As at
31st March, 2014
As at
31st March, 2013
0.16
0.25
16.99
1.85
14.02
10.81
1.92
85.54
0.16
0.16
33.18
98.68
Refer Note No. 1(vi) for mode of valuation
15
TRADE RECEIVABLE* (Unsecured, considered good)
DESCRIPTION
Debts due for a period exceeding six months
Other Debts
* Refer Note 33(D)
16
CASH & CASH EQUIVALENTS
DESCRIPTION
Cash in hand (as certified by the Management)
Balance with Scheduled Banks
- In Current Account
- In Current Account for Unclaimed Dividend
- In Term Deposits* (Including interest accrued) **
Balance with Non Scheduled Banks
- In Current Account
* includes Term deposits held as margin on Letter of Credit and Bank Guarantee
** Term Deposits with Banks includes deposits of Rs. Nil (Previous Year Rs.2.93 Crores ) with maturity of more than 12 months.
36
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
17
SHORT TERM LOANS AND ADVANCES (Unsecured,Considered Good)
(Rs. in Crores)
DESCRIPTION
Advances recoverable in cash or in kind or value to be received (Refer Note 33(D))
Advance Tax (incl. Tax Deducted at Source)
18
As at
31st March, 2014
As at
31st March, 2013
740.64
442.19
3.97
3.97
744.61
446.16
REVENUE FROM OPERATIONS
DESCRIPTION
For the year
ended 31.03.2014
Sales
Less: Excise Duty
970.21
37.83
932.38
932.38
For the year
ended 31.03.2013
1,821.19
108.15
1,713.04
1,713.04
18.1 PARTICULARS OF SALE OF PRODUCTS
DESCRIPTION
Coal & Coke
Rolled & Alloy Steel Products
Electricity Power (Windmill)
19
For the year
ended 31.03.2013
832.74
82.80
16.84
932.38
1,495.74
200.85
16.45
1,713.04
For the year
ended 31.03.2014
For the year
ended 31.03.2013
6.39
11.27
301.92
9.95
318.26
0.02
27.33
0.28
38.90
For the year
ended 31.03.2014
For the year
ended 31.03.2013
788.37
65.88
854.25
943.75
134.08
1,077.83
For the year
ended 31.03.2014
For the year
ended 31.03.2013
736.06
118.20
854.25
952.29
125.55
1,077.83
OTHER INCOME
DESCRIPTION
Interest Income
(TDS Rs. 0.46 Crores, Previous Year Rs. 0.85 Crores)
Profit on Sale of Fixed Assets
Gurantee Commission
Miscellaneous Income
20
For the year
ended 31.03.2014
COST OF MATERIAL CONSUMED
DESCRIPTION
Coal & Coke
Rolled & Alloy Steel Products
20.1 PARTICULARS OF COST OF MATERIAL CONSUMED
DESCRIPTION
Imported
Indigenous
37
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
21
CHANGE IN INVENTORIES OF FINISHED GOODS, WORK -IN-PROCESS & STOCK IN TRADE
DESCRIPTION
For the year
ended 31.03.2014
For the year
ended 31.03.2013
Closing Stocks
884.82
1,096.49
1,096.49
997.36
(211.67)
99.13
0.19
2.34
(211.48)
101.47
For the year
ended 31.03.2014
For the year
ended 31.03.2013
38.60
48.29
2.59
2.73
Provision/Payment of Gratuity
(0.60)
1.30
Employee Compensation Amortisation under ESOS
(0.06)
0.67
Less :Opening Stocks
Less: Change in Excise Duty on Stock
22
(Rs. in Crores)
EMPLOYEES BENEFITS EXPENSES
DESCRIPTION
Salaries, Wages, Bonus & Labour Charges
Contribution to PF & Other Funds
Employees Welfare Expenses
3.55
7.28
44.08
60.27
22.1 Disclosure as required by Accounting Standard 15 ( Revised ) on Employee benefits :In respect of defined benefit scheme (based on Actuarial valuation)
Gratuity
Plan
Leave
Encashment
i
ii
iii
Change in Obligation during the year ended 31.03.2014
– Present value of Defined Benefit Obligation as on 01.04.2013
– Current Service Cost
– Past Service Cost
– Interest Cost
– Curtailment Cost / (Credit )
– Settlement Cost / (Credit )
– Actuarial (gains)/ losses
– Benefits paid
– Present Value of defined Benefit Obligation as on 31.03.2014
5.69
0.73
–
0.51
–
–
(1.84)
(0.38)
4.71
0.87
0.15
–
0.08
–
–
0.25
(0.18)
1.17
Expenses recognized during the year 2013-14
– Current Service Cost
– Past Service Cost
– Interest Cost
– Curtailment Cost / (Credit )
– Settlement Cost / (Credit )
– Actuarial (gains)/ losses
– Expected return on plan assets
– Total Expenses for the Year
0.73
–
0.51
–
–
(1.84)
–
(0.60)
0.15
–
0.08
––
0.25
–
0.48
Principal Actuarial Assumptions at the balance sheet date.
– Discount rate
(based on the market yields available on Government Bonds at the
accounting date with a term that matches that of the liabilities)
– Expected rate of return on assets
– Salary increase (taking into account inflation, seniority,
promotion and other relevant factors)
Projected Unit Credit (PUC) actuarial method has been used to assess the
Plan's liabilities, including those death-in-service and in capacity benefits.
38
9.00%
N.A
7.50%
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
iv
General Descriptions of defined benefit plans:
a)
Gratuity Plan:
The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days salary last
drawn for each completed year of service. The same is payable on Termination of service, or retirement, whichever is earlier.
The benefit vests after five years of continuous service.
b)
Provident Fund Plan:
The Company contributes 12% of salary for all eligible employees towards Provident Fund managed by the Regional
Provident Fund Authority.
23
FINANCE COSTS
(Rs. in Crores)
DESCRIPTION
For the year
ended 31.03.2014
For the year
ended 31.03.2013
293.82
226.03
Interest Expenses
24
Other Borrowing Costs
11.72
24.84
Applicable loss/(gain) on foreign currency transactions and translation
25.85
12.15
331.39
263.02
OTHER EXPENSES
DESCRIPTION
For the year
ended 31.03.2014
For the year
ended 31.03.2013
Manufacturing Expenses:
Power & Fuel
Stores, Spares & Consumables
16.87
31.81
9.58
28.05
14.56
23.10
0.16
0.31
Repair & Maintenance:
– Plant & Machinery
– Building
– Others
Plant Hire Charges
1.88
3.25
32.50
6.51
75.55
93.03
Selling & Distribution Expenses:
Advertisement & Business Development
2.78
3.94
Carriage & Cartage
12.86
27.27
Commision on Sales
2.61
3.64
18.25
Establishment Expenses:
Professional & Service Charges
General Expenses
Rent
Rates & Taxes
Insurance Expenses
Commission to Directors
Communication Expenses
Travelling & Conveyance
Auditors Remuneration
– For Audit Fees
Internal Audit Fees
Loss on Sale of Fixed Assets
39
34.85
20.68
2.01
0.25
0.51
2.94
–
0.27
4.19
17.45
2.88
0.17
0.32
4.55
0.98
0.33
5.10
0.15
0.08
0.70
0.11
0.08
–
31.78
31.97
125.58
159.85
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
25
Segment Informations:
Segment wise Revenue, Results and Capital Employed for the Year ended 31st March,2014.
The Company has two reportable segments i.e. “Coal & Coke” and “Steel” as primary business segments.
i
(Rs. in Crores)
Primary Segment Reporting (by Business Segment):
Particulars
2013-14
2012-13
Coal & Coke
Steel
Total
Coal & Coke
Steel
Total
832.75
99.63
932.38
1495.74
217.30
1713.04
0.05
0.05
0.33
0.33
99.68
932.43
217.63
1713.37
0.05
0.05
0.33
0.33
832.75
99.63
932.38
1495.74
217.30
1713.04
(755.31)
(30.56)
(785.87)
317.12
(16.68)
300.44
Segment Revenue
(Net Sales/Income from segment)
External Sales
Inter-Segment Revenue
832.75
Less: Inter Segment Revenue
Total Segment Revenue
Segment Results before Tax &
Interest
1495.74
Add:- Other Un-allocable Income
Net of Expenditure
282.85
8.85
Less:- Interest Expense
331.39
263.02
Less:- Provision for Tax
(273.60)
15.29
Net Profit / (Loss)
(560.81)
30.98
Assets
Segment Assets*
2,463.28
449.88
2913.16
3,461.01
484.41
3945.42
Un-allocable Assets
1390.22
1083.16
Total Assets
4303.38
5028.58
Liablities
Segment Liablities
354.74
31.67
Un-allocable Liablities
Total Liablities
*including captive windmills
Capital Expenditure
386.41
922.49
44.91
967.40
94.91
50.62
481.32
1018.02
5.65
318.12
6.54
343.30
44.52
7.33
64.23
1.83
30.87
29.98
28.17
29.72
Non Cash Expenses
Depreciation & Amortisation
ii
Secondary Segment Reporting ( by Geographical demarcation):
Particulars
Segment Revenue
Segment Assets
Capital Expenditure
2013-14
2012-13
India
Rest of
the World
Total
India
Rest of
the World
Total
932.38
–
932.38
1,548.10
164.94
1,713.04
2,913.16
–
2,913.16
3,945.42
–
3,945.42
51.85
–
51.85
66.06
–
66.06
40
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
26
The Earnings Per Share as per Accounting Standard (AS- 20) are as under:
Particulars
At 31.03.2014
Basic &
Diluted EPS
At 31.03.2013
Basic &
Diluted EPS
Earnings
Net Profit / (Loss) for the Year (Rs. / Crores)
Add: Interest on FCCB (Rs. / Crores)
(560.81)
–
30.98
2.71
Earnings for Diluted EPS (Rs. / Crores)
(560.81)
33.69
622,368,137
5,000,000
577,368,137
45,000,000
Shares
Number of shares at the beginning of the Year
Add: Share Allotted against Share Warrants
Total number of equity shares outstanding at the end of the Year
627,368,137
622,368,137
Weighted average number of shares outstanding
during the Year (for Basic EPS)
Add : Number of equity shares arising out of exercise of option of outstanding
Share Warrants that have dilutive effect on the EPS
Add : Number of equity shares arising out of exercise of option of Employee
Stock Option Scheme
626,614,712
593,272,247
–
2,080,000
–
439,699
Weighted average number of shares outstanding
during the Year (for Diluted EPS)
626,614,712
595,791,946
(8.95)
(8.95)
0.52
0.52
Earning per share :
– Basic (Rs.)
– Diluted (Rs.)
27
In the above statement, paid up Equity & Earning Per Share include both Equity Shares & “B” Equity Shares since both class of
shares are pari-passu in all respect except for voting rights.
a) Debt Restructuring:
During the year, the Company was referred to the Corporate Debt Restructuring (CDR) Cell, a non statutory voluntary
mechanism set up under the aegis of Reserve Bank of India. Pursuant to that a Corporate Debt Restructuring (CDR) Package
as recommended by State Bank of India, the lead banker has been approved by the CDR empowered Group (CDR EG) at its
meeting held on 14th March 2014 and communicated vide Letter of Approval dated 22nd March 2014 as amended/modified
vide letter dated 7th April 2014.
The key features of the approved CDR Package are as follows:
a) The Cutoff date under the CDR package is 01st August 2013.
b) The tenure of existing NCDs and Term Loans aggregating to Rs. 1020.69 Crores has been revised to 10 years from the
cut - off date with a moratorium of 2 years. The repayment shall be in 32 quarterly installments from 1st August 2015. The
revised applicable interest rate shall be initially 10.75% p.a. and gradually being stepped upto 11.65% p.a.
c) Conversion of various irregular/devolved portion of working capital facilities into Working Capital Term Loan (WCTL) of
10 years repayable after a moratorium of 2 years from the cut off date in 32 quarterly installments from 1st August 2015.
The applicable interest rate shall be initially 10.75% p.a. and gradually being stepped upto 15.00% p.a.
d) Interest on existing Term Loan, NCDs and WCTL for the period from 1st August 2013 to 31st July 2015 and Interest on
Working Capital outstanding for the period from 1st August 2013 to 31st March 2014 will be funded and converted into
Funded Interest Term Loan (FITL) of 10 years repayable after a moratorium of 2 years from the cut off date in 32
quarterly installments from 1st August 2015. The applicable interest rate shall be initially 11.00% p.a. gradually being
stepped upto 15.00% p.a.
e) Additional Term Loan - I of Rs. 450 Crores for meeting long term working capital needs of the company to be provided by
3 working capital CDR lenders and 2 working capital Non CDR lenders. The repayment shall be in 32 quarterly
installments from 1st August 2015. The applicable interest rate shall be initially 11.00% p.a. and gradually being stepped
upto 11.50% p.a.
f)
Additional Term Loan - II of Rs. 50 Crores to part finance the capital expenditure for completing the Waste Heat
Recovery Based Power plant (Phase I & II) at Dharwad, Karnataka. The repayment shall be in 32 quarterly from 1st
August 2015. The applicable interest rate shall be initially 10.75% p.a. and gradually being stepped upto 11.65% p.a.
g) Need based working capital requirement assessed for FY 2014 - 15 of Rs. 650 Crores(Fund Based) and Non fund based
limit of Rs. 425 Crore (LC/LOU of Rs. 400 Crores and Bank Guarantee of Rs. 25 Crores). The rate of interest on fund
based limits shall be @ 11% p.a.
h) Waiver of penal interest and all other charges from the cut - off date.
i)
Non levy/waiver/refund of liquidated damages/penal interest/penal charges for delay/ irregularities due to
lenders/creation of security from the cut off date.
41
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
j)
k)
b)
Right of Recompense to CDR lenders for the relief and sacrifice extended, subject to provisions of CDR guidelines.
Contribution of Rs. 51.50 crores in the company by promoters towards lenders' sacrifice. In addition Promoters will also
bring in Rs. 20 crores as their margin/ Contribution for the Waste Heat Recovery Based Power Plant.
l)
Out of Rs. 71.50 crores as mention above, the promoter has contributed Rs. 65.26 crores as advance and the said
amount has been accounted as Advance against Share Warrants.
Status of Implementation of CDR Package:
Sanctions under the CDR package have been received from 13 out of 15 CDR lenders. The CDR package has partially been
implemented by 12 CDR lenders. However, as the CDR package has been approved by super majority of the CDR lenders as
per RBI guidelines, debt owing to all the CDR lenders have been reclassified and interest has been recalculated in
accordance with the CDR package. The above reclassifications and interest calculations are subject to reconciliation and
approval by these lenders.
In terms of the provisions of the CDR package, ICICI Bank Limited on 31/03/2014 has converted its existing Term Loan
facilities of Rs. 95.67 crores to FCNRB loan of US$ 15.94 million at the interest rate of 3 months LIBOR+5.00% p.a.
In terms of the provisions of the CDR package, ICICI Bank Limited has requested to convert a sum of Rs. 13.39 crores (part of
FITL interest) into fully paid up equity shares of Rs.10/- each. The price based on the terms of SEBI (Issue of Capital and
Disclosures requirements) Regulations 2009 has been taken at Rs. 11.01 per share. The said amount has been adjusted with
the FITL account of ICICI Bank Ltd and transferred to Advance against Share application money Account. The Bank shall be
issued 121.61 lacs equity shares of Rs. 10 each at a premium of Rs. 1.01 per share.
The aggregate present value of the outstanding sacrifice made/to be made by CDR lenders as per the approved CDR
package is estimated at Rs. 342.39 Crores.
28.1 Contingent liabilities not provided for in respect of:
(Rs. in Crores)
i
ii
Letter of Credits outstanding for purchase of materials.
Outstanding Bank Guarantees and Counter / Corporate Guarantees
given on behalf of various companies.
iii Capital commitments
iv Bills discounted under letter of credit with banks
v Duty on account of Advance Authorisation against Export obligation.
vi On Balance Sheet date, the disputed amount involved in four income-tax
demands( Previous Year four) under appeal (The management is of
view that the outcome of the appeal would be favourable to the company,
hence no provision has been made against these income-tax demands. )
vii A demand raised by the Service tax department, against which company
has filed an appeal to the jurisdiction authorities.
viii A demand raised by the Custom department, against which company has
filed an appeal to the jurisdiction authorities.
As on
31st March 2014
As on
31st March 2013
–
2,893.29
1.16
2,667.05
58.08
13.36
4.87
9.02
59.17
41.89
4.87
6.77
3.39
0.06
12.50
1.11
28.2 Greenearth Resources & Projects Limited (formerly known as Austral Coke & Projects Limited) had filed a defamation suit in
Hon'ble Bombay High Court against the Company for Rs.600 Crores. The Company had also filed Civil Suit in Hon'ble Calcutta
High Court against Austral Coke & Projects Limited, all its Directors, its merchant bankers and Auditors and others claiming for
loss of damages worth Rs.4761 crores. Management is confident that outcome of the defamation suit filed by the Austral Coke &
Projects Limited would be in favour of the company.
28.3 In the year 2007, the company and Armada Singapore Pte Ltd (“Armada”) entered into five year charter party agreement which
provided, inter alia, for Armada to provide vessels to ship the company's tonnage, namely coal from various destinations
worldwide. During the year 2009 Armada entered into Judicial Management, a Singaporean insolvency regime. As a result of
Armada's insolvency, the Company did not make further nominations since there was no assurance or security for Armada's
performance for the balance period under the agreement.
In the year 2010 Armada filed its claim submission in an arbitration proceeding against the company in London for the year 2009 and
2010 and after all the repetitive challenges by the company w.r.t the defect in constitution of the Tribunal, the Tribunal passed an
award in favour of Armada assessing the liability of the company as equivalent to Rs. 46 Crores (including interest of Rs. 3.7 Crores).
Aggrieved by the aforesaid order the company has filed a civil suit against Armada with the Hon'ble High Court at Calcutta claiming
for damages for an amount of Rs 144 Crores and cancellation of the aforesaid award being void and restraining Armada from
giving any effect to the award passed by the Tribunal. An order was passed by the Hon'ble High Court at Calcutta restraining
Armada to take any further steps to enforce the award passed by the Tribunal in India. The matter is presently sub judice before the
Hon'ble High Court at Calcutta.
Meanwhile Armada executed an enforcement proceeding before the Federal Court of Australia, New South Wales which passed a
freezing order of the assets held by the company in Australia. The company had challenged such enforcement proceedings before
the same court and the final judgment is reserved by the court and is pending till date.
42
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
Armada later on filed its claim submission against the company for the non-performance of contract for the year 2011 before the
same arbitral tribunal in London which passed a further award in favour of Armada assessing the liability of the company as
equivalent to Rs.25.4 Crores (including interest of Rs. 1.2 Crores). An appeal was filed by the company against said order before
High Court of Justice, Queen's Bench Division, Commercial Court in England which is pending before the said court. Thereafter, a
petition was filed in High Court at Calcutta against the said award of the arbitral tribunal for its cancellation. Affidavit in oppositions
were filed by both the parties and the matter is presently sub judice before the Hon'ble High Court at Calcutta.
During the year 2012, the company sought performance under the agreement from Armada, who failed to perform as per the terms
of the agreement, which event was taken as repudiation of the agreement and the agreement was terminated. On the contrary,
Armada filed another claim in March 2013 for non-performance for the year 2012 for an amount equivalent to Rs. 27 Crores and
interest thereupon. The company has filed a counter claim for an amount equivalent to Rs 60 Crores and strongly opposed the
claim of Armada before a newly constituted Arbitral Tribunal.
The Arbitration hearing was held in London in the month of December 2013 and the order was published in January 2014 wherein
the argument of Armada in regard to five vessels out of six vessels nominated by Armada in 2012 was turned down by the Tribunal.
As per the order the precise quantum of the claim in regard to one vessel which Armada succeeded will be determined jointly by
the expert of both parties. The determination of such quantum is pending.
28.4 In September 2011 the company and Coeclerici Asia (Pte) Ltd (“Coeclerici”) entered into an agreement of sale and purchase of
met coke as per which the company had to supply the cargo to Ceoclerici at a mutually agreed price by 31st March 2012. As per the
terms of the agreement Coeclerici made an advance of USD 10 million to the company in Sept 2011. Owing to the sluggish market
conditions, the parties could not arrive at a mutually agreed price, as such no cargo was supplied by 31.03.2012 and the entire
advance of USD 10 million was required to be refunded by the company to Coeclerici. The company has already refunded USD
3.2 million till Sept'13 to Coeclerici.
The company does not dispute the repayment of the balance amount to Coeclerici and have been trying to make the balance
payment. However, to secure its payment position, Coeclerici proceeded with the arbitration in London by filing its claim against
the company. After all the arbitration proceedings, the Tribunal finally passed its order against the company for an amount
equivalent to Rs. 46.2 Crores and interest thereupon.
Thereafter an application was filed by Coeclerici in Australia to enforce the English Award and the Australian Court made orders
recognizing and enforcing the Award, including the appointment of receiver to the shares held by the company in Gujarat NRE
Coking Coal Ltd. (GNCCL) and Gujarat NRE Ltd (GNL) and the shares held by Mr. Arun Kumar Jagatramka in GNCCL. The
company thereafter filed an appeal against such order. However, the appeal was ultimately dismissed. Presently, receivers have
control over the shares held by the company in GNCCL and GNL and Mr. Arun Kumar Jagatramka in GNCCL for the purpose of
sale to recover the judgment debt.
28.5 The company had filed proceedings before the High Court, Calcutta against Gregarious Estates Incorporated (“Gregarious” or
“Owners”), Gabriel Petridis (President / Director of Gregarious), Tapas Kumar Mukhopadhay (Director of Gregarious), Arun Dua
(Director of Gregarious) and Bhatia International Pte. Limited in relation to the Time Charter Agreement dated January 29, 2008
entered into between GNCL and Gregarious whereby Gregarious agreed to give on hire and GNCL agreed to hire a vessel for a
period of 82 to 86 months.
In view of the fact that there was a change in management of Gregarious without the consent of the company, it was contended
that as per the terms of the agreement the company has the right to terminate the said Agreement. Further the Agreement never
came into effect as per the terms of the agreement Gregarious had failed to provide the calculations for ascertaining super profits
(as described therein) to the company. The company had filed a suit in Calcutta High Court for a decree of Rs. 56.25 Crores and
prayed for declaration that the arbitration agreement between the company and Gregarious be rendered illegal, null and void.
During pendency of above proceedings, Gregarious initiated arbitration proceedings against the company and served a claim
submission for an amount equivalent to Rs 212 Crores and interest thereupon.
The matter was never heard on merits at all and only the matter of jurisdiction of English Courts/ Arbitral Tribunal in London was
decided by the Indian Courts. The matter after being discharged by the Indian Court was referred to Arbitration Tribunal. The
Arbitration hearing was held in London in the month of January 2014 and the order is presently reserved by the Tribunal. The
management is confident of the outcome of case in favour of the company.
28.6 On 8.1.14 Wollongong Coal Ltd. (“WCL”) (Formerly Gujarat NRE Coking Coal Ltd.) issued a demand notice to the company and its
other group companies claiming over AUD 63 million being amount claimed due to WCL by the company.
On 14.2.14 the company issued a counter demand for payment of USD 23.71 million being amount due by WCL and its subsidiary
Wongawilli Coal Pty Ltd. (WCPL) to the company as on 31.1.14 on account of corporate guarantee commission for the corporate
guarantees given by our company to the lender of WCL for the loans / facilities taken by WCL and on account quality claims. The
said demand was refuted by WCL vide its letter dated 21.2.14. The management is taking necessary proactive steps in the matter
and is confident of a favourable outcome.
29
Earning in Foreign Exchange:
(Rs. in Crores)
– FOB value of exports
– Guarantee Commission
43
For the year
ended 31.03.2014
For the year
ended 31.03.2013
–
163.34
301.92
27.33
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
30
(Rs. in Crores)
Value of Imports on CIF basis in respect of:
For the year
ended 31.03.2014
Raw Materials
– Coking Coal
– M.S.Scrap
Capital Goods
31
133.53
7.07
1,023.36
0.23
Expenditure in foreign currency -
i
For the year
ended 31.03.2014
For the year
ended 31.03.2013
0.25
7.35
8.18
0.50
2.71
7.86
The company uses forward contracts to hedge its risks associated with foreign currencies relating to foreign currency
liabilities. The company does not use forward contracts for speculative purpose.
a
b
ii
33
951.46
71.90
140.60
0.22
– Travelling
– Interest
– Professional & Consultancy Fees
32.
For the year
ended 31.03.2013
As on
31st March 2014
As on
31st March 2013
–
–
–
145.89
214.96
160.93
128.42
211.84
564.96
–
Forward Contracts outstanding for hedging currency risks
- Loans
- Payable
Foreign Currency Exposures that have not been hedged
- Loans including accrued interest
- Payable
- Receivable
Exchange difference Gain/ (Loss) of Rs. Nil (Previous Year Rs. (1.34) Crores) in respect of unexpired period of forward cover
contracts will be recognised in the Statement of Profit & Loss in subsequent year.
Related Party Disclosures as required by Accounting Standard (AS-18) issued by the Institute of Chartered Accountants
of India (ICAI), are given below:
A. Particulars of the Related Parties:
Subsidiary Companies
Wholly Owned
i
Gujarat NRE Limited (Ceases to be subsidiary of the Company during the year)
ii Huntervalley Coal (P) Ltd.
iii Manor Dealcom (P) Ltd.
i
ii
iii
iv
v
vi
vii
viii
Sub-Subsidiary Companies (All Sub-Subsidiaries ceases to be Sub-subsidiaries of the Company during the year)
Gujarat NRE Coking Coal Ltd.
Gujarat NRE Wonga Pty. Ltd.
Wonga Coal Pty. Ltd.
Gujarat NRE Resources NL
Gujarat NRE Coal (NSW) Pty. Ltd.
South Bulli Holdings Pty. Ltd.
Gujarat NRE Properties Pty. Ltd.
Gujarat NRE India Pty. Ltd.
i
ii
iii
iv
v
vi
vii
viii
Associates
Bharat NRE Coke Ltd. (Ceases to be Associate of the Company during the year)
NRE Metcoke Ltd.
Surajbari Traders Pvt. Ltd.
Dharwad Traders Pvt. Ltd.
Mandvi Traders Pvt. Ltd.
Lunva Traders Pvt. Ltd.
Critical Mass Multilink Ltd
Gujarat NRE Limited (Part of the year)
44
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
Enterprises in which key management personnel have significant Influence
Bajrangbali Coke Industries Ltd.
Bhachau Traders Pvt. Ltd.
Bharat NRE Coke Ltd.(Part of the Year)
Gujarat NRE Mineral Resources Ltd.
Khambhalia Traders Pvt. Ltd.
Mahanidhi Vyapaar Pvt. Ltd.
Mangal Crystal Coke Pvt. Ltd.
Russel Vale Traders Pvt. Ltd.
Wonga Traders Pvt. Ltd.
Enterprise in which key management personnel is a trustee
i
Girdharilal Arun Kumar Family Trust
Key Management Personnel & Relatives thereof
i
Mr. A. K. Jagatramka
– Chairman & Managing Director
ii Mrs. Mona Jagatramka
– Director
ii Mr. P. R. Kannan
– Chief Financial Officer
Transaction with Related Parties
i
ii
iii
iv
v
vi
vii
viii
ix
B.
C
Particulars of Transactions
i
ii
iii.
iv
v
vi
vii
viii
ix
x
xi
#
Sale/(Sales Return) of Goods/Services
– Associates
– Sub-Subsidiaries
– Enterprises in which key management personnel has significant influence
Purchase of Goods /Services
– Associates
– Sub-Subsidiaries
– Enterprises in which key management personnel has significant influence
Remuneration
– Key Management personnel
Investments
– Subsidiaries
Shares Alloted
– Enterprises in which key management personnel has significant influence
Share Warrant Deposit
Received
– Enterprises in which key management personnel has significant influence
Forfeited
– Enterprises in which key management personnel has significant influence
Advance against Share Warrant Deposit
Received
– Enterprises in which key management personnel has significant influence
Rent Paid
– Enterprises in which key management personnel is a trustee
Security Deposit Given/(Refunded)
– Associates
– Enterprises in which key management personnel is a trustee
Loans / Advance Given/(Refunded)
– Associates
– Subsidiaries
– Sub-Subsidiaries
– Enterprises in which key management personnel has significant influence
Guarantees/Collateral Securities Outstanding as at the Year end
– Given on behalf of Sub-Subsidiaries
– Given on behalf of Subsidiaries
– Given on behalf of Associates
– Given on behalf of Enterprises in which Key Management Personnel
has significant influence
– Given by Enterprises in which key management personnel has significant influence.
(By pledge of Shares)
– Given by Associates on behalf of the Company
– Given by Key Management Personnel on behalf of the Company
– Given by Enterprises in which key management personnel has significant influence
}
(Rs. in Crores)
Current Year
Previous Year
–
93.67
–
46.99
27.33
0.01
13.97
(32.55)
22.55
5.19
516.42
2.13
0.76
2.51
101.64
75.09
5.00
45.00
73.17
2.64
–
93.75
65.26
–
0.76
0.25
(35.00)
(9.35)
–
–
2.16
–
–
14.34
5.06
(0.02)
(74.50)
–
–
–
215.88
2,453.63
190.36
–
89.85
–
10.00
–
155.00
2,298.20
346.78
2,777.17#
As per CDR Package, Associates of the Company, Key Management Personnel, Relatives of Key Management Personnel & some of the Enterprises
in which Key Management Personnel has significant influence has given Guarantee on behalf of the Company to the extent of Loan Outstanding.
45
GUJARAT NRE COKE LIMITED
Notes on Financial Statement for the year ended 31st March, 2014 (contd.)
D
The Company has the following amounts due from/ to related parties:
(Rs. in Crores)
As on
31st March 2014
As on
31st March 2013
–
89.13
–
31.10
52.38
101.05
15.08
80.00
–
39.35
–
0.50
541.40
1.95
Due from Related Parties
(included in loans & advances and sundry debtors)
Subsidiaries
– included in Loans & Advances
Associates
– included in Sundry Debtors
– included in Loans & Advances
Enterprises in which key managerial persons has significant influence
– included in Sundry Debtors
– included in Loans & Advances
Due to Related Parties
(included in current liabilities)
– Sub-Subsidiaries
– Enterprises in which key management person has significant influence
34
Particulars of Balances with Non-Scheduled banks :
(Rs. in Crores)
In current Account*
a)
b)
c)
d)
35
36
37
38
39
Balance as on
ICICI Bank UK PLC, London Branch
SBI Sydney Branch
SBI Hong Kong Branch
SBI New York Branch
Maximum Balance
31st
March 2014
31st
March 2013
Current
Year
Previous
Year
0.04
0.06
0.04
0.02
0.04
0.06
0.04
0.02
0.04
0.06
0.04
0.02
0.04
0.06
13.55
0.02
* None of the directors of the company are interested in such banks.
The Shareholders of Gujarat NRE Coke Ltd.(GNCL) & Bharat NRE Coke Ltd.(BNCL) at their respective Shareholders meeting held
on 28.01.13 approved and adopted the scheme of amalgamation of BNCL with GNCL. However in view of subsequent development
of reference of GNCL TO CDR EG for its debt restructuring the said merger was not allowed by Hon’ble High Court of Calcutta.
a The indicators of impairment listed in paragraph 8 to 10 of Accounting Standard (AS)- 28 “Impairment of assets” issued by
ICAI have been examined by the management and on such examination, it has been found that none of the indicators are
present in the case of the Company's assets . A formal estimate of the recoverable amount has not been made, as there is no
indication of a potential impairment loss.
b In the opinion of Board of Directors and to the best of their knowledge and belief, the value on realization of Current Assets,
Loans and advances in the ordinary course of business will not be less than the amount at which they are stated in the
Balance Sheet.
Exceptional items for the year ended 31st March'2014 represents net foreign exchange loss of Rs.73.32 Crores , including Rs.
25.85 Crores included in Finance Cost,(Previous Year 60.11 Crores including Rs. 12.15 Crores included in Finance Cost) has
been incurred due to unusual diminution in the value of Rupee as against the US Dollar during the year.
There are no amounts due and outstanding to be credited to Investors Education and Protection Fund as at 31st March 2014
Remittance in Foreign Currency on account of Dividend:
The Company has paid dividend in respect of shares held by Non-resident on repatriation basis. This inter-alia includes portfolio
investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount
of dividend remitted in foreign currency cannot be ascertained. The total amount remitted in this respect is given herein below:
(Rs. in Crores)
Number of Non-Resident Shareholders
Number of Equity & “B” Equity Shares held by them
(i) Amount of Dividend Paid (Gross)
Tax deducted at Source
(ii) Year to which dividend relates
40
For the year
ended 31.03.2014
For the year
ended 31.03.2013
N.A
N.A
N.A
N.A
N.A
N.A
N.A
N.A
N.A
N.A
Previous year's figure have been regrouped/reclassified wherever necessary to correspond with the current year's classification /
disclosure.
46
GUJARAT NRE COKE LIMITED
Cash Flow Statement for the year ended 31st March, 2014
(Rs. in Crores)
For the Year ended
31-Mar-2014
A
For the Year ended
31-Mar-2013
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss) Before Tax
(834.40)
46.27
Adjustments for:
Depreciation / Other non cash items
Interest Paid / Payable
Other Income
Loss/(Profit) on Sale / Discard of Fixed Assets
Employee Stock Option - Compensation
Interest Received / Receivable
Operating Profit before working Capital Changes
61.30
331.40
(311.88)
0.70
(0.06)
(6.39)
(759.33)
58.33
263.02
(27.61)
(0.02)
0.67
(11.26)
329.40
Adjustments for:
Trade & Other Receivables
Inventories
Trade Payables
Cash Generated / (Used) from Operations
Direct Taxes Paid / Refunds
Cash Generated / (Used) from Operating Activities
110.64
753.95
(581.58)
(476.32)
(6.53)
(482.85)
(273.91)
(142.18)
(69.81)
(156.50)
7.27
(149.23)
CASH FLOW FROM INVESTING ACTIVITIES
Addition to Fixed Assets
Sale of Fixed Assets
Addition to Investments
Interest Received
Dividend / Misc Income
Net Cash Generated / (Used) in Investing Activities
(52.70)
19.78
(101.64)
6.39
183.46
55.29
(66.59)
0.02
(75.09)
11.27
27.61
(102.78)
CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds to Share Capital / Reserves
Deposit against Share Warrant
Advance against Share Warrant/ Share Application Money
Increase in Long / Short term borrowing
Interest Paid
Dividend & Dividend Tax Paid
Net Cash Generated / (Used) from Financing Activities
7.91
–
78.65
607.91
(332.34)
(0.07)
362.06
94.86
2.64
456.18
(262.16)
(9.63)
281.89
(65.50)
29.88
Cash & Cash Equivalents (Opening Balance)
98.68
68.80
Cash & Cash Equivalents (Closing Balance)*
33.18
98.68
B
C
Net Increase / (Decrease) in Cash & Cash Equivalents
* Includes Dividend accounts of Rs. 1.85 crores( Previous Year 1.92 Crores).
In terms of our report of even date annexed hereto
For N. C. BANERJEE & CO.
Chartered Accountants
(Firm Registration No. 302081E)
A. Paul
Partner
Membership No. 06490
Place : Kolkata
Dated : 25th May' 2014
For and on behalf of the Board
A K Jagatramka
Chairman &
Managing Director
M Jagatramka
Director
47
P R Kannan
Chief Financial Officer
Manoj K Shah
Company Secretary
GUJARAT NRE COKE LIMITED
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
Name of the Subsidiary Company
1. Country of Incorporation
2. Financial Year of the subsidiary ended on
Huntervalley
Coal Pvt. Ltd.
Manor
Dealcom Pvt Ltd
India
India
31.03.14
31.03.14
25,115,850
23,628,150
100.00%
100.00%
3. Holding Company's Interest
i)
ii)
Equity Shares
a)
Number of Shares
b)
% of Share held by Gujarat NRE Coke Ltd and its Subsidiaries
Preference Shares
a)
Number of Shares
–
–
b)
% Share held by Gujarat NRE Coke Ltd and its Subsidiaries
–
–
–
–
0.00
0.00
–
–
0.01
0.00
–
–
4. Net aggregate amount of Profit/(Losses) of the Subsidiary, so far as they
concern members of Gujarat NRE Coke Ltd
i)
ii)
For the Financial Year of Subsidiary
a)
Dealt with in the accounts of the Holding company
b)
Not dealt with in the accounts of the Holding company
For the previous Financial Years of the Subsidiary since it became the
holding Company's Subsidiary
a)
Dealt with in the accounts of the Holding company
b)
Not dealt with in the accounts of the Holding company
5. Changes in the interest of Gujarat NRE Coke Ltd between the end of the
subsidiary's financial year and 31st March, 2014
Number of shares acquired
Material changes between the end of the subsidiary's financial year and
31st March, 2014
a)
Fixed assets (net additions)
–
–
b)
Investments (Net)
–
–
c)
Moneys lent by the subsidiary
–
–
d)
Moneys borrowed by the subsidiary company other than for meeting
current liabilities
–
–
Notes:
The Ministry of Corporate Affairs vide its circular no.2/2011 dated 8th February 2011 has granted a general exemption under section
212(8) of the Companies Act 1956, from attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiary
companies to the balance sheet of any company upon compliance of certain conditions, the Balance Sheet, Profit & Loss Account and
other documents of the subsidiaries are not attached to the Annual Reports & Accounts. The Annual Accounts of the Subsidiaries
Companies are available for inspection by any investor at the Registered Office of the Company & the concerned subsidiary of the
Company.
48
GUJARAT NRE COKE LIMITED
Particulars of Subsidiary Companies issued under section 212 (8) of the Companies Act, 1956 for the
financial year 2013-14 are as follows :(Rs. in crores)
Name of the Subsidiary Company
(a) Share Capital (Equity and Preference)
Huntervalley
Coal Pvt Ltd
Manor
Dealcom Pvt Ltd
2.51
2.36
(b) Reserve & Surplus (net of debit balance of profit & loss account)
245.82
232.05
(c)
248.33
234.42
0.00
0.00
Total Assets
(d) Total Liabilities
(e) Details of Investment (excluding investments in the subsidiary companies)
(f)
–
Equity / Preference Shares
248.28
234.37
–
Government Securities
–
–
–
Bonds/ Mutual Funds Units
–
–
0.00
0.01
0.00
0.00
Turnover
(g) Profit/(Loss) Before Taxation
(h) Provision for Taxation
0.00
0.00
(i)
Profit/ (Loss) after Taxation
0.00
0.00
(j)
Proposed Dividend (including Corporate Dividend Tax)
–
–
Independent Auditors' Report on Consolidated Financial Statements
To the members of
Gujarat NRE Coke Limited
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of
Gujarat NRE Coke Limited (“the Company”), its subsidiaries and jointly
controlled entities (together referred to as 'the Group') as at March 31,
2014, which comprise the Consolidated Balance Sheet as at March 31,
2014, the Consolidated Statement of Profit & Loss and Consolidated Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Consolidated Financial
Statements
The Company's Management is responsible for the preparation of these
consolidated financial statements that give a true and fair view of the
consolidated financial position, consolidated financial performance and
consolidated cash flows of the Group in accordance with the accounting
principles generally accepted in India. This responsibility includes the
design, implementation and maintenance of internal control relevant to the
preparation and presentation of the consolidated financial statements that
give a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the consolidated financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company's preparation and presentation of the consolidated financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company's
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by Management, as well as evaluating the overall
presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion.
Basis of Qualified Opinion
We draw attention to Note 30(b) of the accompanying financial statements
in considering Financial Statements of erstwhile five Australian
Subsidiaries, which were more than six months old on the date on which
these five companies ceased to be subsidiaries of the company, which is
not in conformity with Accounting Standard 21 issued by ICAI and in
respect of remaining four Australian Subsidiaries, the Management
Approved Accounts as on the date on cessation of Subsidiaries has been
considered.
In absence of audited statement of these nine subsidiaries companies as
on the dates of their cessation of status of subsidiaries of the company, the
impact of the same as compared to the amounts taken in consolidated
financial statements could not be known.
Qualified Opinion
In our opinion and to the best of our knowledge and according to the
information and explanations given to us, except for the effects of the
matter described in paragraph above, the consolidated financial
statement give a true and fair view in conformity with the accounting
principles generally accepted in India:
a)
in the case of the consolidated Balance Sheet, of the state of affairs
of the Company as at March 31, 2014;
b)
in the case of the consolidated Statement of Profit and Loss, of the
loss for the year ended on that date; and
c)
in the case of the consolidated Cash Flow Statement, of the cash
flows for the year ended on that date.
Emphasis of Matter
We also draw the attention to Note 30(c) of the accompanying financial
statements regarding the use of Unaudited Management Approved
Financial Statements of Gujarat NRE Ltd., an Australian Associate of the
Company for the preparation of Consolidated Financial Statements. This
is an information and shall not be construed as audit opinion.
For N.C.Banerjee & Co.
Chartered Accountants
(Firm's Registration No. : 302081E)
Place: Kolkata
Dated: 25th May, 2014
49
A Paul
(Partner)
Membership No. 06490
GUJARAT NRE COKE LIMITED
Consolidated Balance Sheet As at 31st March, 2014
(Rs. in Crores)
Notes
EQUITY AND LIABILITIES
Shareholders' Funds
Share Capital
Reserves & Surplus
Money received against Share Warrants
2
3
Minority Interest
Non-Current Liabilities
Long Term Borrowings
Long Term Provisions
4
5
Current Liabilities
Short Term Borrowings
Trade Payables
Other Current Liabilities
Short Term Provisions
6
7
8
9
TOTAL
As at 31st
March, 2014
As at 31st
March, 2013
627.37
519.19
10.40
622.37
1,149.33
13.04
1,156.96
1,784.74
–
1,379.59
1,963.91
8.30
2,663.30
9.08
1,972.21
2,672.38
749.47
209.64
278.19
9.65
1,095.45
1,133.11
1,232.77
128.06
1,246.95
3,589.39
4,376.12
9,426.10
ASSETS
Non-Current Assets
Tangible Fixed Assets
10
898.80
4,829.28
Intangible Fixed Assets
10
310.86
339.94
Capital Work-in-Progress
10
183.26
439.39
Non-Current Investment
11
566.01
387.70
Deferred Tax Assets (net)
12
112.34
27.72
Long Term Loan & Advances
13
72.80
255.61
2,144.07
6,279.64
1,826.06
Current Assets
Inventories
14
977.52
Trade Receivables
15
476.62
701.87
Cash & Cash Equivalents
16
33.28
115.20
Short Term Loan & Advances
17
TOTAL
1 to 36
Significant Accounting Policies & Notes on Financial Statements
744.63
503.31
2,232.05
3,146.45
4,376.12
9,426.10
forming part of the financial statements
In terms of our report of even date annexed hereto
For N. C. BANERJEE & CO.
Chartered Accountants
(Firm Registration No. 302081E)
A. Paul
Partner
Membership No. 06490
Place : Kolkata
Dated : 25th May' 2014.
For and on behalf of the Board
A K Jagatramka
Chairman &
Managing Director
M Jagatramka
Director
50
P R Kannan
Chief Financial Officer
Manoj K Shah
Company Secretary
GUJARAT NRE COKE LIMITED
Consolidated Statement of Profit & Loss For the year ended 31st March, 2014
(Rs. in Crores)
Notes
For the year
ended 31.03.2014
For the year
ended 31.03.2013
INCOME
Revenue from Operations
18
932.38
2,029.40
Other Income
19
404.71
135.33
1,337.09
2,164.73
851.71
419.66
409.49
139.88
Total Revenue:
EXPENDITURE
Cost of Materials Consumed
20
Purchase of Stock-in-Trade
Changes in Inventories of Finished Goods,
Stock-in-Process and Stock in Trade
21
211.47
(116.36)
Employees Benefits Expenses
22
44.08
174.13
Finance Costs
23
349.24
390.59
Depreciation
10
61.30
321.40
Other Expenses
24
126.16
853.75
Total Expenses:
2,027.62
2,183.05
Profit/(Loss) before Exceptional Items, Extra Ordinary Items & Tax
(716.36)
(18.34)
Exceptional Items
33
47.60
46.89
–
30.81
Profit/(Loss) Before Tax
(763.96)
(96.02)
Tax Expenses
– Current Tax
– Deferred Tax
– MAT credit entitlement
– Tax for Earlier Years
–
(273.32)
–
(0.27)
(53.97)
(152.20)
7.87
0.27
Profit/(Loss) after tax for the year
(490.37)
102.01
–
(10.98)
(37.23)
(0.18)
(527.60)
112.82
(8.42)
1.90
(8.42)
1.89
Extra Ordinary Items
Less : Minority Interest
Add : Share in Profit / (Loss) of Associates
Profit/(Loss) for the year after taxes, minority interest &
share of loss of associates
Basic Earnings per Equity & "B" Equity Share (in Rs.)
[Face Value Rs. 10 per shares]
Diluted Earnings per Equity & "B" Equity Share (in Rs.)
[Face Value Rs. 10 per shares]
Significant Accounting Policies & Notes on Financial Statements
forming part of the financial statements
1 to 36
In terms of our report of even date annexed hereto
For N. C. BANERJEE & CO.
Chartered Accountants
(Firm Registration No. 302081E)
A. Paul
Partner
Membership No. 06490
Place : Kolkata
Dated : 25th May' 2014.
For and on behalf of the Board
A K Jagatramka
Chairman &
Managing Director
M Jagatramka
Director
51
P R Kannan
Chief Financial Officer
Manoj K Shah
Company Secretary
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014
1.
i.
ii.
iii.
iv.
v.
vi.
SIGNIFICANT ACCOUNTING POLICIES
Accounting Conventions
The consolidated financial statements are prepared under historical cost conventions and as a going concern basis following the
accrual basis of accounting and in accordance with the generally accepted accounting principles (GAAP) in India.
Principles of Consolidation
The accounts of subsidiaries including foreign subsidiaries have been consolidated with the parent companies accounts in
accordance with Accounting Standard-21 on “Consolidated Financial Statements” and investments in Associates have been
accounted for using the equity method as per Accounting Standard-23 on “Accounting for Associates in Consolidated Financial
Statements” as specified in the Companies (Accounting Standard) Rules, 2006.
Consolidated Financial Statements have been made by adding together like items of assets, liabilities, income and expenses. The
inter-company transactions and unrealized profits/(losses) thereon have been eliminated in full.
Goodwill/Capital Reserves represent the difference between the cost of control in the subsidiaries/associates, over the book value
of net assets at the time of acquisition of control in the subsidiaries/associates.
Foreign subsidiaries/ Associates are considered as non-integral foreign operation as per Accounting Standard-11, on “The effect
of Changes in Foreign Exchange Rates”. The financial statements of the same have been converted using the following methods:
Components of Statement of Profit & Loss except opening & closing stock have been converted using monthly average rate of the
reported year.
Components of Balance Sheet have been converted using the rates at the balance sheet date, except balance of Statement of
Profit & Loss. Resultant foreign exchange translation difference has been recognized as “Foreign Currency Translation Reserve”.
Use of estimates
The preparation of the consolidated financial statements in conformity with the generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities
for the year under review and disclosure of contingent liabilities on the date of the consolidated financial statements. Actual results
could differ from these estimates. Any revision to accounting estimates is recognized prospectively in the current and future
periods.
Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and revenue can be
reliably measured
a.
In respect of Sales
: When the significant risks and rewards of ownership of goods have been passed
on to the buyer, which generally coincides with delivery / shipment of goods to
customers.
b.
In respect of Interest Income
: On time proportion basis taking into account the amount outstanding and the rate
applicable.
c.
In respect of Service Income
: When the services are performed as per contract.
d.
In respect of Dividend Income
: When right to receive payment is established.
e.
In respect of Insurance Claims
: On Settlement of Claims.
f.
In respect of Guarantee Commission : When right to receive payments is established.
Revenue from product sales is recognised inclusive of Excise duty but exclusive of Sales Tax / Value added Tax (VAT) and net of
returns, Sales Discount etc. Sales Returns are accounted for when goods are returned.
Fixed Assets
Fixed assets are stated at historical cost, which comprises cost of purchase/construction cost, cost of borrowing and other cost
directly attributable to bring the assets at its working condition and location for its intended use. Expenditures during construction
period are allocated to the relevant assets in the ratio of costs of respective assets.
Depreciation on Fixed Assets
Depreciation on Fixed Assets is provided on Straight Line Method (SLM) at the rates and in the manner prescribed in Schedule XIV
of the Companies Act, 1956.
In case of foreign subsidiaries, depreciation is provided on Straight Line Method (SLM) over the useful life of assets.
Mining lease is amortised over the life of the asset. Amortisation is calculated in proportion of actual production when measured
against the resources available in the mine.
Mine Development is activities undertaken to gain access to mineral reserves. Typically this includes sinking shafts, permanent
excavations, building transport infrastructure and roadways. All costs relating to mine development are capitalised and are
amortised over the estimated reserve in that developed area of the mine. Amortisation is calculated in proportion to actual
production when measured against mineable resources in the mine area developed on which the expenses were incurred. The
carrying value of mine development is reviewed by directors to ensure it is not in excess of its recoverable amount.
Pre-production costs All costs relating to the pre-production of coal were capitalised and are amortised over the estimated life of
reserves in the mine. Amortisation is calculated in proportion to actual production when measured against mineable resources in
the mine seam for which the expenses were incurred. The carrying value of pre-production is reviewed by directors to ensure it is
not in excess of its recoverable amount.
52
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
vii.
Inventories
1.
Inventories are valued as under:
a.
Raw Materials
:
At Cost or Net Realisable Value whichever is lower
b.
Finished Products
:
At Cost or Net Realisable Value whichever is lower
c.
Stores, Spares and Components
:
At Cost or Net Realisable Value whichever is lower
d.
Stock in process
:
At Raw material Cost plus estimated cost of conversion up to the stage of
completion or Net Realisable Value whichever is lower.
Cost includes all direct cost and applicable manufacturing and administrative overheads.
2.
Inventories are valued on FIFO basis.
3.
Variation, if any, between books and physical stocks detected on physical verification, obsolete & slow moving stocks are
adjusted in accounts as found appropriate.
viii. Investments
Long term investments are stated at cost. Provision is made when diminution in the value of investments is considered permanent
in nature.
Current investments are stated at lower of cost and market value.
ix.
Foreign Exchange Transactions
a.
Initial Recognition:
Foreign Exchange transactions are recorded normally at the exchange rates prevailing on the date of the transactions.
b.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of
historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction and nonmonetary items which are carried at the fair value or other similar denominated in a foreign currency are reported using the
exchange rates that existed when the values were determined.
c.
Exchange differences
Exchange differences arising on settlement of transactions or on reporting monetary items of the Company at the rate
different from those at which they were initially recorded during the year, or reported in previous financial statement, are
recognised as income or expenses in the year in which they arise except in case where they relate to acquisition of fixed
assets.
d.
Forward Exchange Contract not intended for trading or speculative purposes
The premium or discount arising at the inception of forward exchange contract is amortized as expenses or income over the
life of the respective contract. Exchange differences on such contracts are recognised in the statement of Profit or Loss in the
year in which exchange rate changes. Any profit or loss arising on cancellation or renewal of forward exchange contract is
recognised as income or as expenses for the year.
x.
Provisions, Contingent Liabilities and Contingent Assets
The Company makes a provision when there is present obligation as a result of past event that probably requires an outflow of
resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liabilities is made when
there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Contingent
Assets are disclosed when an inflow of economic benefit is probable and/or certain.
xi.
Borrowing Costs
Borrowing Costs that are attributable to the acquisition and construction of qualifying assets are capitalised as a part of the cost of
such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. Other
borrowing costs of the year are charged to revenue in the period in which they are incurred.
xii.
Taxation
Current Tax is determined as the amount of tax payable in respect of taxable income for the period.
Deferred Tax Liability is recognized for all timing difference between taxable income and accounting income that originate in one
period and are capable of reversal in one or more subsequent periods.
Deferred Tax Assets are recognized only if there is reasonable certainty that the same will be realized and are reviewed for the
appropriateness of its respective carrying values at each Balance Sheet date.
Tax on Distributed Profit Payable is in accordance with the provision of Section 155O of the Income Tax Act, 1961 and in
accordance with guidance note on Accounting for Corporate Dividend Tax.
Wealth Tax is determined on taxable value of assets on the balance sheet date.
Foreign Companies recognize tax liabilities and assets as per their local regulations & laws.
53
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
xiii. Employee Benefits
a)
Short Term & Post Employment Benefits
Employee benefits of short-term nature are recognized as expense as and when those accrue. Post employments benefits
are recognized as expenses based on actuarial valuation at year end which takes into account actuarial gains and losses.
b)
Employee Stock Option Scheme (ESOS)
Aggregate quantum of options granted under the schemes in monetary term net of consideration of issue, to be paid in cash,
are shown in the Balance Sheet as Employees Stock Option outstanding under Reserves & Surplus and as Deferred
Employees Compensation (ESOS) under Unamortised Expenditure as per guidelines of SEBI in this respect. With the
exercise of options and consequent issue of equity shares corresponding ESOS outstanding is transferred to Securities
Premium Account.
In case of foreign subsidiaries the fair value of options granted is recognised as an employee benefit expense with a
corresponding increase in equity. The fair value is measured at grant date and recognized over the period during which the
employee become unconditionally entitled to the options. Fair value at grant date is independently determined using
Binomial method for option pricing.
xiv. Indirect Taxes
Excise Duty on Finished Goods Stock is accounted for at the point of manufacture of goods and is accordingly considered for
valuation of finished goods stock as on Balance sheet date. Customs duty on imported raw materials is accounted for on the
clearance of goods from the Customs Authorities.
In Foreign Subsidiaries
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of
the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.
xv. Unamortised Expenditures
Unamortised expenditure, stated at cost, is amortized over period of time as under:
(i)
Deferred Revenue Expenses
- 5 years
(ii) Deferred Employees Compensation under ESOS
- Amortised on straight line basis over vesting period.
The restoration liability calculated as discounted present value in relation to restoration guarantee at the end of the lease is
correspondingly represented by a Unamortised Expenditures as Deferred restoration Guarantee.
The deferred restoration guarantee, after deducting the change in liability, is amortised on a straight line basis over the life of the
mine lease.
xvi. Impairment of Assets
The Company assesses at each Balance Sheet date whether there is any indication of an asset being impaired. An asset is treated
as impaired when the carrying cost of assets exceeds its recoverable value, in which case the impairment loss is charged to the
Statement of Profit and Loss of the year. The impairment loss recognised in prior accounting periods is reversed if there has been a
change in the estimate of recoverable amount.
xvii. Research and development
Revenue expenditure on research and development is expensed as incurred. Capital expenditures incurred on research and
development having alternate uses are capitalised as fixed assets and depreciated in accordance with the depreciation policy of
the Company.
xviii. Earning per share (EPS)
The basic earning per share (“EPS”) is computed by dividing the net profit after tax for the year by the weighted average number of
equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net profit after tax for the year
and the weighted average number of shares outstanding during the year are adjusted with the effects of all dilutive potential equity
shares. The dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued
at a later date.
xix. Prior Period Adjustments, Extra-ordinary Items and Changes in Accounting Policies
Prior period adjustments, extraordinary items and changes in accounting policies having material impact on the financial affairs of
the Company are disclosed.
xx Minority Interest
Minority Interest as shown in the consolidated balance sheet comprises of share in equity and reserves and surplus/losses of the
subsidiaries.
xxi. Segment Reporting
i.
Identification of Segments:
The Group's Operating Businesses are organized and managed separately according to the nature of products and services
provided, with each segment representing a strategic business unit that offers different products and serves different
markets.
ii.
Allocation of Common Costs:
Common allocable costs are allocated to each segment according to sales of each segment to total sales of the Group.
54
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
2
SHARE CAPITAL
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
As at
31st March, 2013
1,600.00
1,600.00
10,00,00,000 “A” Equity Shares (Previous Year 10,00,00,000)
of Rs.10/- each Carrying 100 Voting Rights per “A” Equity Share
100.00
100.00
30,00,00,000 “B” Equity Shares (Previous Year 30,00,00,000)
of Rs.10/- each Carrying 1 Voting Right per 100 “B” Equity Shares
300.00
300.00
2,000.00
2,000.00
574.88
569.88
52.49
52.49
627.37
622.37
AUTHORISED :
1,60,00,00,000 Equity Shares (Previous Year 1,60,00,00,000) of Rs. 10/- each.
ISSUED,SUBSCRIBED AND PAID-UP :
57,48,80,127 Equity Shares of Rs.10/- each
fully paid up, ( Previous year 56,98,80,127)
5,24,88,010 "B" Equity Shares of Rs.10/- each
fully paid up, ( Previous year 5,24,88,010)
2.1
2.2
Of the above Shares:
(No of Shares)
As at
31st March, 2014
As at
31st March, 2013
Equity Shares out of the issued, subscribed and paid up Equity Share Capital
were issued as fully paid Bonus Shares in the last five years.
–
134,834,154
"B" Equity Shares out of the issued, subscribed and paid up "B" Equity Share
Capital were issued as fully paid Bonus Shares in the last five years.
52,488,010
52,488,010
The Details of Shareholders holding more than 5% of shares:
Name of the Shareholders
As at
31st March, 2014
As at
31st March, 2013
No of Shares
% held
No of Shares
% held
195,205,263
33.96%
194,686,105
34.16%
37,317,044
6.49%
–
–
–
–
31,651,472
5.55%
50,000,000
8.70%
45,000,000
7.90%
19,175,913
36.53%
16,675,913
31.77%
–
–
2,731,594
5.20%
2,779,125
5.29%
2,779,125
5.29%
Equity Shares:
Gujarat NRE Mineral Resources Ltd.
HSBC GIF Mauritius Ltd.
HSBC Global Investment Funds A/c HSBC Global Fund
Mangal Crystal Coke Pvt. Ltd.
“B” Equity Shares:
Gujarat NRE Mineral Resources Ltd.
HSBC Global Investment Funds A/c HSBC Global Fund
Arun Kumar Jagatramka Trustee, Girdharilal Arun Kumar Family Trust
55
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
2.3
The reconciliation of the number of shares outstanding is set out below:
Particulars
As at
31st March, 2014
As at
31st March, 2013
No of Shares
No of Shares
569,880,127
524,880,127
5,000,000
45,000,000
574,880,127
569,880,127
"B" Equity Shares at the beginning of the year
52,488,010
52,488,010
"B" Equity Shares at the end of the year
52,488,010
52,488,010
No. of
Options
Weighted
Average
Price (in AUD)
31.03.13
Equity Shares:
Equity Shares at the beginning of the year
Add: Shares issued on Conversion of Share Warrant
Equity Shares at the end of the year
“B” Equity Shares:
2.4
(i)
Shares Reserved for issue under Employee Stock Options Plan
Movement in Options granted during the Year ended 31st March, 2014 is given below:
Particulars
No. of
Options
31.03.14
a)
Weighted
Average
Price (in Rs.)
31.03.14
31.03.13
Outstanding at the beginning of the Year
– Equity Shares
8,252,800
35.15
8,659,750
35.15
250,680
–
257,400
–
– Equity Shares
–
–
–
–
– “B” Equity Shares (To give effect of Bonus)
–
–
–
–
714,650
34.47
406,950
33.84
23,240
–
6,720
–
– Equity Shares
–
–
–
–
– “B” Equity Shares
–
–
–
–
– Equity Shares
–
–
–
–
– “B” Equity Shares
–
–
–
–
7,538,150
35.22
8,252,800
35.15
227,440
–
250,680
–
- Equity Shares
–
–
14,800
18.05
- “B” Equity Shares
–
–
1,480
–
– “B” Equity Shares
Granted during the Year
Forfeited / Cancelled during the Year
– Equity Shares
– “B” Equity Shares
Exercised during the Year
Expired during the Year
b)
Outstanding at the end of the Year
- Equity Shares
- “B” Equity Shares
c)
Exercisable at the end of the Year
56
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
(ii) Share Reserved for issue against Share Warrants
Particulars
Equity Shares
“B” Equity Shares
No. of Warrants
31.03.14
No. of Warrants
31.03.13
20,800,000
25,800,000
2,080,000
2,080,000
20,800,000 Equity Share to be issued at exercise price of Rs. 120 each. Upon conversion of the above 20,800,000 equity shares,
20,80,000 "B" Equity Shares will be issued as bonus shares.
(iii) The Company has issued 200, 5.5% Unsecured Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each
aggregating US $ 20 Millions at par on 29th October'2012. These bonds are convertible into equity shares of the Company at
the option of the bond holders at a price of Rs. 22.50 per share. On Conversion these Bonds will result in 47,764,444 equity
shares of the Company.
3
RESERVES & SURPLUS
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
As at
31st March, 2013
Capital Reserve:
As per Last Balance Sheet
144.87
Add: Transfer on forfeiture of Share Warrants
–
51.12
144.87
93.75
144.87
Securities Premium Reserve:
As per Last Balance Sheet
495.73
Add: Received during the year
5.54
General Reserve
Foreign Currency Translation Reserve
445.87
501.27
49.86
495.73
251.25
249.13
–
3.37
Debentures Redemption Reserves:
As per Last Balance Sheet
196.57
Add: Transfer from Surplus from Statement of Profit & Loss
–
Employees Stock Option Outstanding
165.60
196.57
30.97
196.57
6.31
71.31
Equity Conversion Bond reserve
–
8.51
Restoration Guarantee Reserve
–
56.07
Surplus from Statement of Profit & Loss:
As per last Balance Sheet
Add: Profit for the year
(76.23)
(158.09)
(527.60)
112.82
(603.83)
(45.27)
10.81
–
(28.87)
–
(4.68)
–
Less: Appropriations
Transfer from General Reserve
Dividend for Earlier Year/(written back)
Dividend Tax
Transferred to / (from) Debenture Redemption Reserve
–
(581.08)
519.19
57
30.97
(76.23)
1,149.33
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
4
LONG TERM BORROWINGS
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
Secured
Non Convertible Debentures
Foreign Currency Term Loans from Scheduled Banks
Term Loans from Banks
Term Loans from Banks- FITL
Term Loans from Others
Unsecured
Convertible Bonds
Foreign Currency Convertible Bonds
Term Loans from Scheduled Banks
Interest Accrued but not due
Term Loans from Others
As at
31st March, 2013
Current
Non Current
Current Non Current
10.00
–
–
–
2.42
417.51
95.67
1,187.68
142.75
1.01
125.00
–
743.70
–
2.80
337.50
–
2,010.25
–
2.41
12.42
1,844.62
871.50
2,350.17
–
–
–
–
–
–
119.29
–
–
–
–
–
10.50
–
–
39.74
108.78
39.50
20.20
104.91
–
119.29
10.50
313.13
12.42
1,963.91
882.00
2,663.30
4 A). For all Secured Term Loans & Non Convertible Debentures excluding "B" & "C"
i) Primary Security:
a) Pari- passu 1st charge over the entire fixed assets (both present & future) of the company’s coke units at Khambhalia and
Bhachau in the state of Gujarat, Dharwad in the state of Karnataka, Waste Heat Recovery Power Plant (along with land)
at Dharwad in the state of Karnataka, Steel unit at Bhachau in the state of Gujarat and Windmill units at various locations
in the state of Gujarat excluding the movable fixed assets exclusively charged to Tata Capital Financial Services Ltd.
b) Pari- passu 1st charge over the entire fixed assets (both present & future) of NRE Metcoke Ltd. at Bhachau in the state of
Gujarat.
c) Pari- passu 2nd charge over the entire fixed assets (both present & future) of Bajrangbali Coke Industries Ltd. at
Bhachau in the state of Gujarat.
ii) Collateral Security:
a) Pari-passu 2nd charge over the entire current assets (both present & future) of the company’s coke units at Khambhalia
and Bhachau in the state of Gujarat and Dharwad in the state of Karnataka and Steel unit at Bhachau in the state of
Gujarat.
b) Along with Working Capital facilities
– First Pari-passu charge on Residential Property at 1, Clyde Row, Hastings, Kolkata in the name of Mr. Arun Kumar
Jagatramka
– First Pari-passu charge on Residential-cum-office Property at NRE House, Saru Road, Jamnagar, Gujarat in the
name of Mr. Arun Kumar Jagatramka
– Pledge of 78,478,035 Equity shares and 12,357,468 "B" Equity Shares of Gujarat NRE Coke Ltd. (GNCL) held by the
promoters/ promoter Group Companies.
– Personal Guarantees of Promoter Directors viz. Mr. Arun Kumar Jagatramka and Mrs. Mona Jagatramka.
– Corporate Guarantee (to the extent of the value of shares pledged) of promoter group companies namely Gujarat
NRE Mineral Resources Ltd and Mangal Crystal Coke Pvt. Ltd.
– Corporate Guarantee of Bajrangbali Coke Industries Ltd., NRE Metcoke Ltd. and Bharat NRE Coke Limited.
c) The Rupee Term Loan II of Rs. 54 Crores from ICICI Bank Ltd. presently converted into FCNRB is further secured by
Corporate guarantee of Gujarat NRE Ltd.
B)
Term Loan from Laxmi Vilas Bank Ltd. amounting to Rs. 48.50 Crores
Primary Security:
Pari- passu 1st charge over the entire fixed assets (both present & future) of Bajrangbali Coke Industries Ltd. at Bhachau in the
state of Gujarat.
Collateral Security:
a) Pari- passu 2nd Charge over the entire fixed assets (both present & future) of the company's coke units at Khambhalia and
Bhachau in the state of Gujarat, Dharwad in the state of Karnataka, Waste Heat Recovery Power Plant (along with land) at
Dharwad in the state of Karnataka, Steel unit at Bhachau in the state of Gujarat and Windmill units at various locations in the
state of Gujarat excluding the movable fixed assets exclusively charged to Tata Capital Financial Services Ltd.
b) Refer Note No.4(A)(ii)(b)
C)
Term Loan from others are secured by Hypothecation of specified Movable fixed assets financed.
58
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
D)
Maturity Profile of Term Loans are as set below :
(Rs. in Crores)
Repayment profile
Foreign Currency Term Loans from Scheduled Banks
Term Loan from Banks
Term Loan from Banks-FITL
Term Loan from Others
5.5% Foreign Currency Convertibles Bonds
Non Convertible Debentures
11% Secured Reedemable NCDs
12.50% Secured Reedemable NCDs
2014-15
2015-16
2016-17
Beyond
2016-17
–
–
–
2.42
–
5.74
71.26
8.56
1.01
–
7.65
95.01
11.42
–
–
82.27
1,021.40
122.76
–
119.29
–
10.00
24.45
10.00
32.60
–
350.46
–
E)
The Company has issued 200, 5.5% Unsecured Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each aggregating
US $ 20 Millions at par on 29th October'2012. These bonds are convertible into equity shares of the Company at the option of the
bond holders at a price of Rs. 22.50 per share. On Conversion these Bonds will result in 47,764,400 equity shares of the Company.
If not converted then they are reedemable on 30th October'2017
5
LONG TERM PROVISIONS
DESCRIPTION
6
As at
31st March, 2014
As at
31st March, 2013
Provision for Gratuity & Leave Encashment
5.48
6.26
Provision for Taxation
2.82
2.82
`
8.30
9.08
As at
31st March, 2014
As at
31st March, 2013
SHORT TERM BORROWINGS
DESCRIPTION
Secured
33.70
145.00
Term Loans from Financial Institution
Term Loans from Banks
–
5.84
Working Capital Facilities from Banks
715.77
798.25
–
107.31
749.47
1,056.40
Term Loans from Others
–
30.00
Inter Corporate Deposits (ICD)
–
9.05
–
39.05
749.47
1,095.45
Acceptances
Unsecured
i
Primary Security:
Pari-passu 1st charge over the entire current assets (both present & future) of the company's coke units at Khambhalia and
Bhachau in the state of Gujarat and Dharwad in the state of Karnataka and Steel unit at Bhachau in the state of Gujarat.
ii
iii
Collateral Security:
a)
Pari- passu 2nd charge over the entire fixed assets (both present & future) of the company's coke units at Khambhalia and
Bhachau in the state of Gujarat, Dharwad in the state of Karnataka, Waste Heat Recovery Power Plant (along with land) at
Dharwad in the state of Karnataka, Steel unit at Bhachau in the state of Gujarat and Windmill units at various locations in the
state of Gujarat excluding the movable fixed assets exclusively charged to Tata Capital Financial Services Ltd.
b)
Pari- passu 2nd charge over the entire fixed assets (both present & future) of the company's leased unit namely NRE Metcoke
Ltd. at Bhachau in the state of Gujarat.
c)
Refer Note 4(A)(ii)(b)
The Working Capital Loan of Rs. 75 Crores from ICICI Bank Ltd. is further secured by Corporate guarantee of Gujarat NRE Ltd.
59
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
7
TRADE PAYABLES
(Rs. in Crores)
DESCRIPTION
Micro, Small & Medium Enterprises*
Acceptances
Others
*
–
–
209.64
–
383.80
749.31
209.64
1133.11
As at
31st March, 2014
As at
31st March, 2013
Principal amount due and remaining unpaid
–
–
Interest due on above and the unpaid interest
–
–
Interest paid on all delayed payment under the MSMED Act
–
–
Payment made beyond the appointed day during the year
–
–
Interest due and payable for the year of delay other then above
–
–
Interest accrued remaining unpaid
–
–
Amount of further interest remaining due and payable in succeeding years
–
–
As at
31st March, 2014
As at
31st March, 2013
12.42
882.00
OTHER CURRENT LIABILITIES
DESCRIPTION
Current maturities of long term debts
Interest Accrued but not due on borrowings
Interest Accrued & due on Borrowings
Unclaimed Dividend
Creditors for Capital Expenditure
1.24
3.32
11.98
12.75
1.85
1.92
20.07
30.72
Advance Share Application Money Received [Refer Note 26(b)]
13.39
–
Advance against Share Warrants [Refer Note 26(a)(l)]
65.26
–
151.98
302.06
278.19
1,232.77
As at
31st March, 2014
As at
31st March, 2013
Provision for Gratuity & Leave Encashment
0.39
85.25
Provision for Taxation
9.26
9.26
Provision for Proposed Dividend
–
28.87
Provision for Dividend Tax on Proposed Dividend
–
4.68
9.65
128.06
Others Payables
9
As at
31st March, 2013
The details of amounts outstanding to Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act), based on the
available information with the company are as under:
Particulars
8
As at
31st March, 2014
SHORT TERM PROVISIONS
DESCRIPTION
60
61
5,268.91
Previous Year
1,075.04
80.74
–
–
–
–
1.45
–
0.22
0.04
0.09
56.48
22.46
–
–
–
Addition
during
the period
(89.37)
4,925.85
328.78
2,733.72
431.23
–
–
–
3.55
1.85
5.89
1,087.68
24.40
–
279.65
29.08
Sales /
Adjustment
during
the period
GROSS BLOCK
6,433.32
1,588.24
–
–
–
488.10
27.01
0.47
28.52
3.32
2.51
545.50
150.75
8.51
22.68
310.86
Total up to
31.03.14
* Conveyance deed will be executed in favaour of the Company in due course.
Capital Work in Progress
6,433.32
328.78
Total
Pre Production
Expenses
2,733.72
431.23
Mining Lease
Mine Development
488.10
25.56
0.47
Wind Mill
Electrical Installations
Weighing Machine
31.85
5.13
Furniture & Fixture
Material handling
Equipments / Vehicles
8.31
1,576.70
152.69
Office Equipment
Plant & Machineries
Building
8.51
302.33
Land - Freehold
Land -Lease Hold*
339.94
As on
01.04.13
Goodwill
Description of Assets
NOTES-10
942.78
1,264.12
161.13
506.70
7.39
138.56
7.10
0.11
17.26
1.80
5.02
397.41
21.62
–
–
As on
01.04.13
321.40
61.30
–
–
–
25.77
1.25
0.02
3.25
0.21
0.21
26.40
4.19
–
–
Provided
during
the period
0.08
946.83
161.13
506.70
7.39
–
–
–
1.71
0.41
3.87
261.57
4.06
–
–
Adjustment
for Sales
DEPRECIATION
1,264.10
378.60
–
–
–
164.33
8.35
0.15
18.80
1.60
1.36
162.24
21.75
–
–
Total up to
31.03.14
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
183.26
5,169.22
1,209.66
–
–
–
323.77
18.66
0.34
9.72
1.72
1.15
383.26
129.00
8.51
22.68
310.86
As on
31.03.14
439.39
5,169.22
167.65
2,227.02
423.84
349.54
18.46
0.36
14.59
3.33
3.29
1,179.29
131.07
8.51
302.33
339.94
As on
31.03.13
NET BLOCK
(Rs. in Crores)
GUJARAT NRE COKE LIMITED
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
11
NON-CURRENT INVESTMENTS
(Rs. in Crores)
DESCRIPTION
As at
31st March, 2014
As at
31st March, 2013
-Quoted
55.66
37.23
-Unquoted
114.47
105.20
Investments in Equity Shares, Bonds & Others
Investments in Associates (Long Term) (Unquoted)
Market value of Quoted Investments (Equity)
12
245.27
566.01
387.70
43.08
28.71
As at
31st March, 2014
As at
31st March, 2013
112.34
27.72
112.34
27.72
DEFERRED TAX ASSETS (NET)
DESCRIPTION
Net Deferred Tax Assets
13
395.88
LONG TERM LOANS AND ADVANCES (Unsecured, Considered Good)
DESCRIPTION
Capital Advance
Loan & Advances
Deposits With Govt. Authorities & Others
Advance Tax (incl. Tax Deducted at Source)
Unamortised Expenses: (To the extent not written off/or adjusted)
– Deferred Employee Compensation Under ESOS
Balance B/F
Less – Adjusted for Employees left during the year
– Amortised during the year (net)
Restoration Guarantee
As at
31st March, 2014
As at
31st March, 2013
1.11
–
1.90
66.43
8.01
0.83
107.38
67.02
4.10
0.80
(0.06)
3.36
–
72.80
14
4.96
0.19
0.67
4.10
68.27
255.61
INVENTORIES*
DESCRIPTION
Stores , Spares & Consumables
Raw Materials
Stock in Process
Finished Products
As at
31st March, 2014
As at
31st March, 2013
6.71
85.99
4.17
880.65
28.85
626.30
11.56
1,159.35
977.52
1,826.06
As at
31st March, 2014
As at
31st March, 2013
328.17
148.45
4.48
697.39
476.62
701.87
* Refer Note 1(vii) for mode of valuation.
15
TRADE RECEIVABLE (Unsecured, considered good)
DESCRIPTION
Debts due for a period exceeding six months
Other Debts
62
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
16
CASH & BANK BALANCES
(Rs. in Crores)
DESCRIPTION
Cash in hand (as certified by the Management)
As at
31st March, 2014
As at
31st March, 2013
0.19
0.32
17.06
10.85
1.85
1.92
14.02
85.54
0.16
13.79
–
2.80
33.28
115.20
Balance with Scheduled Banks
- In Current Account
- In Current Account for Unclaimed Dividend
- In Term Deposits* (Including interest accrued) **
Balance with Non Scheduled Banks
- In Current Account
- In Term Deposits
*
includes Term deposits held as margin on Letter of Credit and Bank Guarantee
** Term Deposits with Banks includes deposits of Rs. Nil (Previous Year Rs.2.93 Crores ) with maturity of more than 12months.
17
SHORT TERM LOANS AND ADVANCES (Unsecured,Considered Good)
DESCRIPTION
Advances recoverable in cash or in kind or value to be received
Advance Tax (incl. Tax Deducted at Source)
18
As at
31st March, 2014
As at
31st March, 2013
740.65
499.35
3.97
3.97
744.62
503.32
REVENUE FROM OPERATIONS
DESCRIPTION
For the year
ended 31.03.2014
Sales of Product
970.21
Less: Excise Duty
37.83
For the year
ended 31.03.2013
2,137.55
932.38
932.38
108.15
2,029.40
2,029.40
18.1 PARTICULARS OF SALE OF PRODUCTS
DESCRIPTION
For the year
ended 31.03.2014
For the year
ended 31.03.2013
832.75
1,812.47
Rolled & Alloy Steel Products
82.80
200.85
Electricity Power (Windmill)
16.84
16.07
932.38
2,029.40
Coal & Coke
63
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
19
OTHER INCOME
(Rs. in Crores)
DESCRIPTION
For the year
ended 31.03.2014
For the year
ended 31.03.2013
Interest Income
6.39
11.83
16.69
1.98
Profit on Sale of Oil Tenement
–
120.83
Profit on Sale of Fixed Assets
–
0.02
301.92
–
9.98
0.67
69.75
–
404.71
135.33
For the year
ended 31.03.2014
For the year
ended 31.03.2013
Income from Long Term Investment: Non Trade
- Profit on Sale of Investments
Guarantee Commission
Miscellaneous Income
Profit on Disposal of Subsidiaries
20
COST OF MATERIAL CONSUMED
DESCRIPTION
Coal
785.83
285.58
65.88
134.08
851.71
419.66
For the year
ended 31.03.2014
For the year
ended 31.03.2013
Imported
733.51
294.11
Indigenous
118.20
125.55
851.71
419.66
Iron & Steel Scrap and Sponge Iron
20.1 PARTICULARS OF COST OF MATERIAL CONSUMED
DESCRIPTION
21
CHANGE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS & STOCK IN TRADE
DESCRIPTION
For the year
ended 31.03.2014
Closing Stocks
Less :Opening Stocks
Less: Change in Excise Duty on Stock
22
For the year
ended 31.03.2013
884.82
1,166.90
1,096.49
1,052.88
(211.66)
114.01
(0.19)
(2.34)
(211.47)
116.36
For the year
ended 31.03.2014
For the year
ended 31.03.2013
38.60
157.94
EMPLOYEES BENEFITS EXPENSES
DESCRIPTION
Salalries, Wages, Bonus & Labour Charges
2.59
2.73
Provision/Payment of Gratuity
Contribution to PF & Other Funds
(0.60)
2.75
Employee Compensation Amortisation under ESOS
(0.06)
0.67
Employees Welfare Expenses
64
3.55
10.04
44.08
174.13
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
23
FINANCE COSTS
(Rs. in Crores)
DESCRIPTION
For the year
ended 31.03.2014
For the year
ended 31.03.2013
311.67
325.33
Interest Expenses
24
Other Borrowing Costs
11.72
46.60
Applicable loss/(gain) on foreign currency transactions and translation
25.85
18.66
349.24
390.59
OTHER EXPENSES
DESCRIPTION
For the year
ended 31.03.2014
For the year
ended 31.03.2013
Manufacturing Expenses:
Mine Operating Expenses
–
Power & Fuel
84.51
16.87
42.95
9.58
38.99
14.56
65.43
– Building
0.16
13.83
– Others
1.88
3.98
–
63.28
32.50
6.51
Stores, Spares & Consumables
Repair & Maintenance:
– Plant & Machinery
Royalties
Plant Hire Charges
75.55
319.49
Selling & Distribution Expenses:
Advertisement & Business Development
Carriage & Cartage
Commission on Sales
2.78
6.85
12.86
349.72
2.61
3.64
18.25
360.20
Establishment Expenses:
Professional & Service Charges
General Expenses
21.27
38.76
2.01
10.53
Rent
0.25
0.18
Rates & Taxes
0.51
8.92
Insurance Expenses
2.94
8.12
Chartering Expenses
–
22.25
–
0.98
Communication Expenses
Commission to Directors
0.27
1.94
Travelling & Conveyance
4.19
6.68
Auditors Remuneration
– For Audit Fees
0.15
1.24
Internal Audit Fees
0.08
0.08
Loss on Sale of Fixed Assets
0.70
–
–
65.61
Loss on Sale/Restatement of Investments (Net)
Environment Expenses
–
7.35
Deferred Revenue Expenses Written Off
–
1.41
65
32.36
174.06
126.16
853.75
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
25
The Earnings Per Share as per Accounting Standard (AS)- 20 are as under:
Particulars
Earnings
Net Profit / (Loss) for the Year (Rs. in crores)
Add: Interest on FCCB (Rs. in crores)
Earnings for Diluted EPS (Rs. in crores)
Shares
Number of shares at the beginning of the Year
Add: Share Allotted against Share Warrants
Add : Conversion of FCCB
Add: Share Allotted against ESOS
Add: Bonus “B” Equity Shares Issue
Total number of equity & ‘‘B” equity shares outstanding at the end of the Year
Weighted average number of shares outstanding during the
Year (for Basic EPS)
Add : Number of equity shares arising out of exercise of option of outstanding
Share Warrants that have dilutive effect on the EPS
Add : Number of Equity Shares arising out of exercise of option of Employee
Stock Option Scheme
Weighted average number of shares outstanding during the
Year (for Diluted EPS)
Earning per share :
– Basic (Rs.)
– Diluted (Rs.)
At 31.03.2014
Basic &
Diluted EPS
At 31.03.2013
Basic &
Diluted EPS
(527.61)
–
(527.61)
112.82
2.71
115.53
622,368,137
5,000,000
–
–
–
627,368,137
626,614,712
577,368,137
45,000,000
–
–
–
622,368,137
593,272,247
–
2,080,000
–
626,614,712
439,699
595,791,946
(8.42)
(8.42)
1.95
1.95
In the above statement, paid up Equity & Earning Per Share include both Equity Shares & "B" Equity Shares since both class of
shares are pari-passu in all respect except for voting rights.
26
a)
Debt Restructuring:
During the year, the Company was referred to the Corporate Debt Restructuring (CDR) Cell, a non statutory voluntary
mechanism set up under the aegis of Reserve Bank of India. Pursuant to that a Corporate Debt Restructuring (CDR) Package
as recommended by State Bank of India, the lead banker has been approved by the CDR empowered Group (CDR EG) at its
meeting held on 14th March 2014 and communicated vide Letter of Approval dated 22nd March 2014 as amended/modified
vide letter dated 7th April 2014.
The key features of the approved CDR Package are as follows:
a) The Cutoff date under the CDR package is 01st August 2013.
b) The tenure of existing NCDs and Term Loans aggregating to Rs. 1020.69 Crores has been revised to 10 years from the
cut - off date with a moratorium of 2 years. The repayment shall be in 32 quarterly installments from 1st August 2015. The
revised applicable interest rate shall be initially 10.75% p.a. and gradually being stepped upto 11.65% p.a.
c) Conversion of various irregular/devolved portion of working capital facilities into Working Capital Term Loan (WCTL) of
10 years repayable after a moratorium of 2 years from the cut off date in 32 quarterly installments from 1st August 2015.
The applicable interest rate shall be initially 10.75% p.a. and gradually being stepped upto 15.00% p.a.
d) Interest on existing Term Loan, NCDs and WCTL for the period from 1st August 2013 to 31st July 2015 and Interest on
Working Capital outstanding for the period from 1st August 2013 to 31st March 2014 will be funded and converted into
Funded Interest Term Loan (FITL) of 10 years repayable after a moratorium of 2 years from the cut off date in 32
quarterly installments from 1st August 2015. The applicable interest rate shall be initially 11.00% p.a. gradually being
stepped upto 15.00% p.a.
e) Additional Term Loan - I of Rs. 450 Crores for meeting long term working capital needs of the company to be provided by
3 working capital CDR lenders and 2 working capital Non CDR lenders. The repayment shall be in 32 quarterly
installments from 1st August 2015. The applicable interest rate shall be initially 11.00% p.a. and gradually being stepped
upto 11.50% p.a.
f)
Additional Term Loan - II of Rs. 50 Crores to part finance the capital expenditure for completing the Waste Heat
Recovery Based Power plant (Phase I & II) at Dharwad, Karnataka. The repayment shall be in 32 quarterly from 1st
August 2015. The applicable interest rate shall be initially 10.75% p.a. and gradually being stepped upto 11.65% p.a.
g) Need based working capital requirement assessed for FY 2014 - 15 of Rs. 650 Crores(Fund Based) and Non fund based
limit of Rs. 425 Crore (LC/LOU of Rs. 400 Crores and Bank Guarantee of Rs. 25 Crores). The rate of interest on fund
based limits shall be @ 11% p.a.
66
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
b)
h)
Waiver of penal interest and all other charges from the cut - off date.
i)
Non levy/waiver/refund of liquidated damages/penal interest/penal charges for delay/ irregularities due to
lenders/creation of security from the cut off date.
j)
Right of Recompense to CDR lenders for the relief and sacrifice extended, subject to provisions of CDR guidelines.
k)
Contribution of Rs. 51.50 crores in the company by promoters towards lenders' sacrifice. In addition Promoters will also
bring in Rs. 20 crores as their margin/ Contribution for the Waste Heat Recovery Based Power Plant.
l)
Out of Rs. 71.50 crores as mention above, the promoter has contributed Rs. 65.26 crores as advance and the said
amount has been accounted as Advance against Share Warrants.
Status of Implementation of CDR Package:
Sanctions under the CDR package have been received from 13 out of 15 CDR lenders. The CDR package has partially been
implemented by 12 CDR lenders. However, as the CDR package has been approved by super majority of the CDR lenders as
per RBI guidelines, debt owing to all the CDR lenders have been reclassified and interest has been recalculated in
accordance with the CDR package. The above reclassifications and interest calculations are subject to reconciliation and
approval by these lenders.
In terms of the provisions of the CDR package, ICICI Bank Limited on 31/03/2014 has converted its existing Term Loan
facilities of Rs. 95.67 croresto FCNRB loan of US$ 15.94 million at the interest rate of 3 months LIBOR+5.00% p.a.
In terms of the provisions of the CDR package, ICICI Bank Limited has requested to convert a sum of Rs. 13.39 crores (part of
FITL interest) into fully paid up equity shares of Rs.10/- each. The price based on the terms of SEBI (Issue of Capital and
Disclosures requirements) Regulations 2009 has been taken at Rs. 11.01 per share. The said amount has been adjusted with
the FITL account of ICICI Bank Ltd and transferred to Advance against Share application money Account. The Bank shall be
issued 121.61 lacs equity shares of Rs. 10 each at a premium of Rs. 1.01 per share.
The aggregate present value of the outstanding sacrifice made/to be made by CDR lenders as per the approved CDR
package is estimated at Rs. 342.39 Crores.
27
Contingent liabilities not provided for in respect of:
(Rs. in Crores)
27.1 For Parent Company (Gujarat NRE Coke Ltd.)
i
Letter of Credits outstanding for purchase of materials.
ii Outstanding Bank Guarantees / Corporate Guarantees
iii Capital commitments
iv Bills discounted under letter of credit with banks
v Duty on account of Advance Authorisation against Export obligation.
vi On Balance Sheet date, the disputed amount involved in four (previous year
four) income-tax demands under appeal. The management is of view that
the outcome of the appeal would be favourable to the company, hence no
provision has been made against these income-tax demands.
vii A demand raised by the Service Tax Department, against which company
has filed an appeal to the jurisdiction authorities.
viii A demand raised by the Custom Department, against which company has
filed an appeal to the jurisdiction authorities.
As on
31st March 2014
As on
31st March 2013
–
2,893.29
58.08
13.36
4.87
1.16
23.06
59.17
41.89
4.87
9.02
6.77
3.39
0.06
12.50
1.11
27.2 Greenearth Resources & Projects Limited (formerly known as Austral Coke & Projects Limited) had filed a defamation suit in
Hon'ble Bombay High Court against the Company for Rs.600 Crores. The Company had also filed Civil Suit in Hon'ble Calcutta
High Court against Austral Coke & Projects Limited, all its Directors, its merchant bankers and Auditors and others claiming for
loss of damages worth Rs.4761 crores. Management is confident that outcome of the defamation suit filed by the Austral Coke &
Projects Limited would be in favour of the company.
27.3 In the year 2007, the company and Armada Singapore Pte Ltd (“Armada”) entered into five year charter party agreement which
provided, inter alia, for Armada to provide vessels to ship the company's tonnage, namely coal from various destinations
worldwide. During the year 2009 Armada entered into Judicial Management, a Singaporean insolvency regime. As a result of
Armada's insolvency, the Company did not made further nominations since there was no assurance or security for Armada's
performance for the balance period under the agreement
In the year 2010 Armada filed its claim submission in an arbitration proceeding against the company in London for the year 2009
and 2010 and after all the repetitive challenges by the company w.r.t the defect in constitution of the Tribunal, the Tribunal passed
an order in favour of Armada assessing the liability of the company as equivalent to Rs. 46 cr (including interest of Rs. 3.7 cr).
67
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
Aggrieved by the aforesaid order the company has filed a civil suit against Armada with the Hon'ble High Court at Calcutta claiming
for damages for an amount of Rs 144 crores and cancellation of the aforesaid order being void and restraining Armada from giving
any effect to the order passed by the Tribunal. An order was passed by the Hon'ble High Court at Calcutta restraining Armada to take
any further steps to enforce the award passed by the Tribunal in India. The matter is presently sub judice before the Hon'ble High
Court at Calcutta.
Meanwhile Armada executed an enforcement proceeding before the Federal Court of Australia, New South Wales which passed a
freezing order of the assets held by the company in Australia. The company had challenged such enforcement proceedings before
the same court and the final judgment is reserved by the court and is pending till date.
Armada later on filed its claim submission against the company for the non-performance of contract for the year 2011 before the
same arbitral tribunal in London which passed a further award in favour of Armada assessing the liability of the company as
equivalent to Rs.25.4 Crores (including interest of Rs. 1.2 Crores). An appeal was filed by the company against said order before
High Court of Justice, Queen's Bench Division, Commercial Court in England which is pending before the said court. Thereafter, a
petition was filed in High Court at Calcutta against the said award of the arbitral tribunal for its cancellation. Affidavit in oppositions
were filed by both the parties and the matter is presently sub judice before the Hon'ble High Court at Calcutta.
During the year 2012, the company sought performance under the agreement from Armada, who failed to perform as per the terms
of the agreement, which event was taken as repudiation of the agreement and the agreement was terminated. On the contrary,
Armada filed another claim in March 2013 for non-performance for the year 2012 for an amount equivalent to Rs. 27 Crores and
interest thereupon. The company has filed a counter claim for an amount equivalent to Rs 60 Crores and strongly opposed the
claim of Armada before a newly constituted Arbitral Tribunal.
The Arbitration hearing was held in London in the month of December 2013 and the order was published in January 2014 wherein
the argument of Armada in regard to five vessels out of six vessels nominated by Armada in 2012 was turned down by the Tribunal.
As per the order the precise quantum of the claim in regard to one vessel which Armada succeeded will be determined jointly by
the expert of both parties. The determination of such quantum is pending.
27.4 In September 2011 the company and Coeclerici Asia (Pte) Ltd (“Coeclerici”) entered into an agreement of sale and purchase of of
met coke as per which the company had to supply the cargo to Ceoclerici at a mutually agreed price by 31st Mar 2012. As per the
terms of the agreement Coeclerici made an advance of USD 10 million to the company in Sept 2011. Owing to the sluggish market
conditions, the parties could not arrive at a mutually agreed price, as such no cargo was supplied by 31.03.2012 and the entire
advance of USD 10 million was required to be refunded by the company to Coeclerici.The company has already refunded USD 2
million till Sept'12 to Coeclerici and for the balance refund of USD 8 million, the company is awaiting the approval from Reserve
Bank of India (“RBI”).
The company does not dispute the repayment of the balance amount to Coeclerici but has been unable to make any further
payment until RBI approval. However, to secure its payment position, Coeclerici proceeded with the arbitration in London by filing
its claim against the company. After all the arbitration proceedings, the Tribunal finally passed its order on against the company for
an amount equivalent to Rs. 46.2 cr and interest thereupon.
The Amount of advance received is already accounted for under Advance received from Customers.
27.5 The company had filed proceedings before the High Court, Calcutta against Gregarious Estates Incorporated (“Gregarious” or
“Owners”), Gabriel Petridis (President / Director of Gregarious), Tapas Kumar Mukhopadhay (Director of Gregarious), Arun Dua
(Director of Gregarious) and Bhatia International Pte. Limited in relation to the Time Charter Agreement dated January 29, 2008
entered into between GNCL and Gregarious whereby Gregarious agreed to give on hire and GNCL agreed to hire a vessel for a
period of 82 to 86 months.
In view of the fact that there was a change in management of Gregarious without the consent of the company, it was contended
that as per the terms of the agreement the company has the right to terminate the said Agreement. Further the Agreement never
came into effect as per the terms of the agreement Gregarious had failed to provide the calculations for ascertaining super profits
(as described therein) to the company. The company had filed a suit in Calcutta High Court for a decree of Rs. 56.25 Crores and
prayed for declaration that the arbitration agreement between the company and Gregarious be rendered illegal, null and void.
During pendency of above proceedings, Gregarious initiated arbitration proceedings against the company and served a claim
submission for an amount equivalent to Rs 212 Crores and interest thereupon.
The matter was never heard on merits at all and only the matter of jurisdiction of English Courts/ Arbitral Tribunal in London was
decided by the Indian Courts. The matter after being discharged by the Indian Court was referred to Arbitration Tribunal. The
Arbitration hearing was held in London in the month of January 2014 and the order is presently reserved by the Tribunal. The
management is confident of the outcome of case in favour of the company.
27.6 On 8.1.14 Wollongong Coal Ltd. (“WCL”) (Formerly Gujarat NRE Coking Coal Ltd.) issued a demand notice to the company and its
other group companies claiming over AUD 63 million being amount claimed due to WCL by the company.
On 14.2.14 the company issued a counter demand for payment of USD 23.71 million being amount due by WCL and its subsidiary
Wongawilli Coal Pty Ltd. (WCPL) to the company as on 31.1.14 on account of corporate guarantee commission for the corporate
guarantees given by our company to the lender of WCL for the loans / facilities taken by WCL and on account quality claims. The
said demand was refuted by WCL vide its letter dated 21.2.14. The management is taking necessary proactive steps in the matter
and is confident of a favourable outcome.
68
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
28
Related Party Disclosures as required by Accounting Standard (AS-18) issued by the Institute of Chartered Accountants of
India (ICAI), are given below:
A.
Particulars of the Related Parties:
Associates
(1) Gujarat NRE Limited (For Part of the Year) (2) NRE Metcoke Ltd. (3) Surajbari Traders Pvt. Ltd.
(4) Dharwad Traders Pvt. Ltd. (5) Mandvi Traders Pvt. Ltd. (6) Lunva Traders Pvt. Ltd.
(7) Critical Mass Multilink Ltd. (8) Bharat NRE Coke Ltd.(Ceases to Associate of the company during the year)
Enterprises in which key management personnel have significant Influence
(1) Gujarat NRE Mineral Resources Ltd. (2) Gujarat NRE Energy Resources Ltd.
(3) Russel Vale Traders Pvt. Ltd. (4) Bulli Coke Ltd. (5) Bajrangbali Coke Industries Ltd.
(6) Mangal Crystal Coke Pvt. Ltd. (7) Bharat NRE Coke Ltd. (For Part of the Year)
Enterprise in which key management person is a trustee
(1) Girdharilal Arun Kumar Family Trust
B.
Key Management Personnel
(1)
(2)
(3)
C
Mr. A. K. Jagatramka
Mrs. Mona Jagatramka
Mr. P. R. Kannan
– Chairman & Managing Director
– Director
– Chief Financial Officer
Transaction with Related Parties
(Rs. in Crores)
Particulars of Transactions
i
ii
iii
iv
v
vi
vii
viii
ix
x
#
Sale/(Sales Return) of Goods/Services
– Associates
– Enterprises in which key management personnel has significant influence
Purchase of Goods /Services
– Associates
– Enterprises in which key management personnel has significant influence
Remuneration
– Key Management Personnel
– Relatives of Key Management Personnel
Shares Allotted
– Enterprises in which key management personnel has significant influence
Share Warrant Deposit
Received
– Enterprises in which key management personnel has significant influence
Forfeited
– Enterprises in which key management personnel has significant influence
Advance against Share Warrant Deposit
– Enterprises in which key management personnel has significant influence
Rent Paid
– Enterprises in which key management personnel is a trustee
Security Deposit Given
– Enterprises in which key management personnel has significant influence
– Enterprises in which key management personnel is a trustee
Loans / Advance Given/(Refunded)
– Associates
– Enterprises in which key management personnel has significant influence
Guarantees/Collateral Securities Outstanding as at the Year end
– Given on behalf of Associates
– Given on behalf of Enterprises in which key management personnel has
significant influence
– Given by Enterprises in which key management personnel has significant influence
(by way of pledge of shares)
– Given by Associates on behalf of the Company
– Given by Key Management Personnel on behalf of the Company
– Given by Enterprises in which key management personnel has significant influence
}
Current Year
Previous Year
–
–
46.99
0.01
13.97
22.55
5.19
2.13
0.76
–
8.74
1.22
5.00
45.00
73.17
2.64
–
93.75
65.26
–
0.76
0.25
(35.00)
(9.35)
–
–
2.16
14.34
5.06
–
215.88
–
89.85
–
10.00
–
155.00
2,298.20
346.78
2,777.17#
As per CDR Package, Associates of the Company, Key Management Personnel, Relatives of Key Management Personnel & some of the
Enterprises in which Key Management personnel has significant influence has given Guarantee on behalf of the Company to the extent of
Loan Outstanding.
69
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
29
Segment Informations :
Segment wise Revenue, Results and Capital Employed for the Year ended 31st March, 2014.
The Company has three reportable segment i.e. " Coal & Coke" , " Steel" & " Mining" as primary business segments :
i
Primary Segment Reporting (by Business Segment):
(Rs. in Crores)
Particulars
2013-14
2012-13
Coal &
Coke
Steel
Mining
Total
Coal &
Coke
Steel
Mining
Total
832.75
99.63
–
932.38
1495.73
217.30
316.37
2029.40
0.05
–
0.05
0.33
617.26
617.59
832.75
99.68
–
932.43
1495.73
217.63
933.63
2646.99
0.05
–
0.05
0.33
617.26
617.59
832.75
99.63
–
932.38
1495.73
217.30
316.37
2029.40
1595.12
130.24
–
1725.36
1153.66
234.31
1019.06
2407.03
–
0.05
–
0.05
0.33
673.74
674.07
1595.12
130.19
–
1725.31
1153.66
233.98
345.32
1732.96
(762.37)
(30.56)
–
(792.93)
342.39
(17.01)
(28.62)
296.76
Segment Revenue
(Net Sales/Income from segment)
External Sales
Inter-Segment Revenue
Less: Inter Segment Revenue
Total Segment Revenue
Segment Expenses
External Expenses
Less: Inter Segment Expenses
Total Segment Expenses
Segment Results
Profit/(Loss) before Tax & Interest
Add:- Other Un-allocable Income
Net of Expenditure
340.98
8.62
Less:- Interest Expense
349.24
390.59
Less:- Provision for Tax
(273.59)
(198.03)
Net Profit / (Loss)
(527.60)
112.82
Assets
Segment Assets*
2,463.29
449.86
–
2913.15
3,461.01
484.41
4,866.32
8811.74
Un-allocable Assets
1350.62
641.96
Total Assets
4263.77
9453.70
Liabilities
Segment Liabilities
354.75
31.67
–
Un-allocable Liabilities
Capital Expenditure
924.93
44.93
649.44
94.99
Total Liabilities
*including captive windmills
386.42
57.07
481.41
5.65
318.12
44.52
7.33
30.87
29.98
1619.30
1676.37
6.54
343.30
–
64.23
1.83
838.15
–
28.17
29.72
260.55
Non Cash Expenses
Depreciation & Amortisation
ii
Secondary Segment Reporting ( by Geographical demarcation):
Particulars
Segment Revenue
Segment Assets
Capital Expenditure
(Rs. in Crores)
2013-14
2012-13
India
Rest of
the World
Total
India
Rest of
the World
Total
932.38
–
932.38
1,548.09
481.31
2,029.40
2,913.15
–
2,913.15
3,945.42
4,866.32
8,811.74
51.85
–
51.85
66.06
838.15
904.21
70
GUJARAT NRE COKE LIMITED
Notes on Consolidated Financial Statement for the year ended 31st March, 2014 (contd.)
30(a) On account of dilution in the Company's share holding in the nine Australian Subsidiaries, i.e Gujarat NRE Limited, Gujarat NRE
India Pty Limited, Wonga Coal Pty Limited ,Gujarat NRE Coal (NSW)Pty Limited, Gujarat NRE Coking Coal Limited, Gujarat NRE
Wonga Pty Limited, Gujarat NRE Resources NL, South Bulli Holdings Pty Limited & Gujarat NRE Properties Pty Limited, all of the
Australian Subsidiaries ceases to be a subsidiary/ sub subsidiary of Gujarat NRE Coke Limited during the year. Gujarat NRE
Limited continues as an associate of the company as on the reporting date.
30(b) For the purpose of giving effect of deconsolidation, the Consolidated Audited Financial Statement of Gujarat NRE Coking Coal
Limited as on 31.03.2013 (consolidated Account for five Australian Subsidiaries namely Gujarat NRE Coking Coal Limited,
Gujarat NRE Wonga Pty Limited, Gujarat NRE Resources NL, South Bulli Holdings Pty Limited & Gujarat NRE Properties Pty
Limited), which were lodged with ASX on 15th August, 2013 have been used, instead of the standalone financials for the relevant
date on which these sub subsidiary ceased to be a sub subsidiary of the company as these financials were not made available to
us. As far as the remaning four Australian Subsidiary Companies are concerned, i.e. Gujarat NRE Limited, Gujarat NRE India Pty
Limited, Wonga Coal Pty Limited ,Gujarat NRE Coal (NSW)Pty Limited, the management approved accounts for the relevant
dates have been considered.
30(c) For the purpose of Accounting of Associates as per AS-23, the management approved financials of Gujarat NRE Limited has been
incorporated.
31
The Shareholders of Gujarat NRE Coke Ltd.(GNCL) & Bharat NRE Coke Ltd.(BNCL) at their respective Shareholder's meeting
held on 28.01.13 approved and adopted the scheme of amalgamation of BNCL with GNCL. However in view of subsequent
development of reference of GNCL to CDR EG for its debt restructuring the said merger was not allowed by Hon’ble High Court of
Calcutta.
32
The indicators of impairment listed in paragraph 8 to 10 of Accounting Standard (AS)- 28 “Impairment of assets” issued by ICAI
have been examined by the management and on such examination, it has been found that none of the indicators are present in
the case of the Company's assets except in the case as discussed above. A formal estimate of the recoverable amount has not
been made, as there is no indication of a potential impairment loss.
33
Exceptional items for the year ended 31st March'2014 represents net foreign exchange loss of Rs. 73.45 crores (including
Rs.25.85 crores included in finance cost) ((Previous year Rs. 65.55 crores (including Rs. 18.66 crores included in finance cost))
due to unusual diminution in the value of Rupee as against the US Dollar during the year.
34
There are no amounts due and outstanding to be credited to Investors Education and Protection Fund as at 31st March 2014
35
The Consolidated Balance Sheet & Statement of Profit & Loss Account & Cash Flow Statement of Current Year & Previous Year
are as such not comparable as all Australian Subsidiaries & Sub Subsidiary of the Company during previous year viz. Gujarat NRE
Ltd., Wonga Coal Pty Limited, Gujarat NRE Coal (NSW) Pty Limited, Gujarat NRE Coking Coal Limited ,Gujarat NRE Wonga Pty
Limited, Gujarat NRE Resources NL, South Bulli Holdings Pty Limited & Gujarat NRE Properties Pty Limited has ceased to be a
Subsidiary of the Company
36
Consolidated Financial Result for the 31st March' 2013 has been re-casted incorporating Audited Financial Statements of Gujarat
NRE Ltd., Wonga Coal Pty Limited, Gujarat NRE Coal (NSW) Pty Limited and Consolidated Audited Financial Statement of
Gujarat NRE Coking Coal Limited (i.e. consolidated for Gujarat NRE Coking Coal Limited ,Gujarat NRE Wonga Pty Limited,
Gujarat NRE Resources NL, South Bulli Holdings Pty Limited & Gujarat NRE Properties Pty Limited, which were lodged with
Australian Securities Exchange (ASX) on 15th August, 2013 ).
71
GUJARAT NRE COKE LIMITED
Consolidated Cash Flow Statement for the year ended 31st March, 2014
(Rs. in Crores)
For the Year ended
31-Mar-2014
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit / (Loss) before Tax
Adjustments for:
Depreciation / Other non cash items
Net Loss/(Profit) on Sale/ Revaluation of Investment
Interest Paid / Payable
Net Other Income
Net Loss/(Profit) on Sale / Discard of Fixed Assets
Employee Stock Option - Compensation
Interest Received / Receivable
Extra Ordinary Items
Operating Profit before working Capital Changes
Adjustments for:
Trade & Other Receivables
Inventories
Trade Payables
Cash Generated/(Used) from Operations
Direct Taxes Paid / Refunds
Cash Generated/(Used) from Operating Activities
B
CASH FLOW FROM INVESTING ACTIVITIES
Addition to Fixed Assets
Sale of Fixed Assets
Addition to Investments
Sale of Investments
Interest Received
Dividend / Misc Income
Net Cash Generated/(Used) from Investing Activities
C
CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds to Share Capital / Reserves
Deposit against Share Warrant
Advance against Share Warrant/ Share Application Money
Increase in Long / Short term borrowing
Interest Paid
Dividend & Dividend Tax Paid
Miscellaneous Expenditure
Net Cash Generated/(Used) from Financing Activities
Net Increase / (Decrease) in Cash & Cash Equivalents
Cash & Cash Equivalents (Opening Balance)
Cash & Cash Equivalents (Closing Balance)*
For the Year ended
31-Mar-2013
A
(763.96)
(96.02)
61.30
(16.69)
323.39
(311.90)
0.70
(0.07)
(6.39)
–
(713.61)
322.81
63.62
371.93
(0.67)
(0.02)
0.67
(11.83)
30.82
681.31
158.50
848.54
(1,169.82)
(876.39)
189.57
(686.82)
(287.10)
(197.27)
52.78
249.72
6.36
256.08
182.26
3,978.32
(198.85)
–
6.39
311.90
4,280.02
(954.58)
0.02
–
0.74
11.83
0.67
(941.32)
(1,512.59)
–
78.65
(1,914.93)
(326.23)
(0.07)
0.05
(3,675.12)
(81.92)
115.20
33.28
330.28
2.64
–
753.57
(363.18)
(9.63)
(4.19)
709.49
24.25
90.95
115.20
* Includes Dividend accounts of Rs. 1.85 crores( Previous Year 1.92 Crores).
In terms of our report of even date annexed hereto
For N. C. BANERJEE & CO.
Chartered Accountants
(Firm Registration No. 302081E)
A. Paul
Partner
Membership No. 06490
Place : Kolkata
Dated : 25th May' 2014.
For and on behalf of the Board
A K Jagatramka
Chairman &
Managing Director
M Jagatramka
Director
72
P R Kannan
Chief Financial Officer
Manoj K Shah
Company Secretary