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KRIBHCO SHYAM FERTILIZERS LIMITED Report-2011-12.pdf · KRIBHCO SHYAM FERTILIZERS LIMITED ... public, private, joint and cooperative sectors. Secondly the Government of India has

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KRIBHCO SHYAM FERTILIZERS LIMITED

DIRECTORS’ REPORT

Dear Members

Your Directors have great pleasure in presenting the Seventh Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS (` in Lacs)

Particulars Year ended 31.03.2012 Year ended 31.03.2011Revenue from Operations & Other Income 127705.64 109774.17Profit Before Interest, Depreciation & Tax 27040.46 21315.58Less : Interest & Depreciation 24119.60 20538.41Add: Prior Period adjustments 44.19 13.53Profit/ (Loss) Before Tax 2965.05 790.70Less: Provision for Taxation 617.10 40.00Profit/ (Loss) after Tax 2347.95 750.70Add: Balance of Profit/ (Loss) brought forward (14366.80) (15117.49)Balance of Profit/ (Loss) carried to Balance Sheet (12018.85) (14366.80)

Your Company recorded an all time high turnover of ` 127705.64 lacs as against ` 109774.17 lacs for the previous year. Inspite of high finance cost, foreign exchange fluctuation, loss on sale of bonds etc., the bottom line of the Company has improved considerably with profit after tax of ` 2347.95 lacs as against ` 750.70 lacs for the previous year.

PERFORMANCE HIGHLIGHTS During the year 2011-12, the production performance of the Shahjahanpur Plant of your Company was very good keeping in view the fact that a shutdown of plant was taken in Mar-Apr 11 to carry-out the plant modification jobs and also planned maintenance activities. After completion of the shutdown, there has been marked improvement in the performance of the plant. The Urea production of your Company was 10.19 Lac MT with capacity utilization of 117.86%, and Ammonia production was 6.18 Lac MT with capacity utilization of 123.20%. The energy consumption was also low with 5.589 Gcal/MT for Urea and 7.878 Gcal/MT for Ammonia production. The Ammonia plant achieved an uninterrupted continuous run of 333.47 days which is the highest ever achieved. The Ammonia production in the year was also the highest ever achieved. Neem-coated Urea production commenced from

August, 2011 and a total of 2,02,255 MT of neem-coated Urea was produced during the year.

Your Company has crossed the “cut-off” level of 9,09,810 MT and “qualifying” production level of 9,55,301 MT of Urea fixed by Department of Fertilizer, Government of India, thus making it eligible for Import Parity Price (IPP) Scheme. The entire production beyond the “cut-off” level amounting to 1,09,199 MT qualified for pricing under the IPP.

During the year, your Company achieved excellent performance in its dispatch and sales operations. With the sincere efforts made by KRIBHCO’s marketing department, 10.16 Lac MT Urea was dispatched out of which 10.12 Lac MT Urea was sold. The Company has received all payments for sale of Urea and there were no pending receivables from the sales channel at the end of year.

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7thANNUAL REPORT 2011-12

PERFORMANCE AWARDSDuring the year, your Company has been recognized and awarded by two different forums during December, 2011 for its excellent performance. Firstly, the Fertilizer Association of India (FAI) in its annual meet held on 12.12.2011 has given to the Company “Award for improvement in overall performance of the Company”. FAI is a national representative body of all the fertilizer manufacturers in India comprising public, private, joint and cooperative sectors. Secondly the Government of India has awarded a “Certificate of Merit” on the Energy Conservation Day on 14.12.2011 in appreciation of our efforts in Energy Conservation in the fertilizer sector for the year 2011.

FUTURE OUTLOOKFor FY 2012-13, outlook is very positive and your Company has targeted to surpass all its previous records of production and energy consumption. To achieve these targets, a comprehensive Performance Plan has been prepared which sets performance parameters and targets for each and every department and section.

DIVIDENDThe Directors of the Company do not recommend any dividend for the year 2011-12.

DIRECTORSIn accordance with the provisions of Companies Act, 1956 and Company’s Articles of Association, Dr. Chandra Pal Singh Yadav, Director of the Company is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

AUDITORS & AUDITORS REPORTM/s G.K.Choksi & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received from

the auditors a certificate to this effect that their re-appointment, if made, would be within the prescribed limit under Section 224 (1B) of the Companies Act, 1956. The Board of Directors recommends their re-appointment.

The notes to the accounts in Auditors Report are self explanatory and therefore, do not call for any further comments.

COST AUDITORSThe Central Government has directed the Company to conduct audit of cost accounts by a Cost Auditor. For FY 2010-11, the Cost Audit report was filed on 30th August, 2011 by the Cost Auditor of the Company, M/s K.G. Goyal & Associates, Cost Accountant whereas the due date for filing was 27th September, 2011.

For FY 2011-12, M/s K.G. Goyal & Associates, Cost Accountant were appointed as Cost Auditor of the Company with the approval of the Central Government who will file the Cost Audit Report for FY 2011-12 directly to the Central Government.

For FY 2012-13, the Company is proposing to the Central Government for re-appointment of M/s K.G. Goyal & Associates, Cost Accountant as the Cost Auditor of the Company.

FIXED DEPOSITSYour Company has not accepted any fixed deposits from the public during the year under review.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with Rule (2) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 as amended from time to time, with respect to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed and forms part of this report.

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DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217(2AA) OF THE COMPANIES ACT, 1956As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEESThe particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time are not applicable on the Company for the year ended 31st March, 2012.

HUMAN RESOURCES, INDUSTRIAL RELATIONS & SOCIAL WELFARE During the year under review, the Company continued to place great importance on training and development of human resources and accordingly considerable efforts were made in training and development of the

potential of the employees. Towards this end, apart from in-house training programmes, the employees were also nominated for attending external training programs and seminars conducted by leading HR Consultants, Corporates etc.

The industrial relations between the management and its employees remained very cordial and peaceful during the year & no man-days were lost due to industrial unrest.

The Company is continuing with its policy of extension of welfare activities so as to improve the work environment and living conditions of the employees. The hospital, infrastructure and other facilities in the Company’s township are being improved and considerable investments have been made wherever required. The School in Company’s township has received affiliation with CBSE for 10+2 level. The activities organized by the Company such as sports day, tournaments, religious functions, yoga camp, health check-up from time to time were participated and appreciated by the employees and workers at all levels.

ENVIRONMENT PROTECTION, HEALTH AND SAFETYYour Company continued to focus on the key areas of Environment Protection, Health and Safety and all the regulatory and legislative requirements are being complied. Trade and domestic effluent are treated in respective treatment plants. Due to effective environmental management system, the treated effluent, ambient air quality and stack emission are monitored and maintained as per standards. The Company operates an Environmental Management System which complies with the requirements of ISO-14001:2004 and the Quality Management System complies with the requirements of ISO 9001:2008 for the manufacture of fertilizer grade Urea.

The Company has also obtained OHSAS-18001 certification and implementation of Occupational Health and Safety (OHS) is being done in the plant effectively to make healthy and safe environment.

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7thANNUAL REPORT 2011-12

Annual Medical check-up of all the employees was completed in compliance to the statutory requirements as well as the conditions of OHSAS 18001-2007. Further improvement in safety standards of Company in terms of infrastructure, skill of employees etc. is in progress to ensure zero accident.

All Safety & Fire Systems including fire tenders at plant are in healthy condition.

ACKNOWLEDGEMENTYour Directors have pleasure in recording their appreciation of the continued guidance & support

provided by the Lenders, Department of Fertilizers (DoF) - Govt. of India, Reserve Bank of India, Company’s Bankers, Government Agencies, Customers and Suppliers.

Your Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by all staff and work force at all levels through their involvement, dedication and sincerity in achieving an all round success. This unstinted support has been and continues to be integral to your Company’s ongoing growth.

For and on behalf of the Board of Directors

(Dr. Chandra Pal Singh Yadav) Chairman

Place : NoidaDated : 29th June, 2012

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ANNEXURE ‘A’ TO THE REPORT OF DIRECTORS PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH PARTICULARS AS PER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGYConservation of energy is a high priority area for the Company and constant efforts are being made to reduce energy costs at all levels. The strong internal controls have helped to conserve energy consumption at the plant.

Particulars UNIT Year ended 31.03.2012

Year ended 31.03.2011

Power and Fuel Consumption 1. Electricity (a) Purchased Unit MWH NIL NIL Total Amount `/Lacs NIL NIL Rate per unit `/KWH NA NA (b) Own Generation Through Gas Turbine Units

Qty (Gross) MWH 134936 134929Units per SM³ of Gas KWH/SM³ 4.26 4.20

Cost per unit `/KWH 2.65 2.32

2. Fuel Consumption

(a) Natural Gas (Amm-Fuel, power and steam)

Qty 1000 SM³ 290938.92 289071.02 Total Cost ` in Lacs 32836.81 28155.90 Rate/Unit `/1000 SM³ 11286.49 9740.13

(b) Naphtha Qty MT 565.900 1555.898 Total Cost ` in Lacs 223.20 613.68 Cost/unit `/MT 39442.12 39442.17

(c) HSD Qty KL 10.898 7.554 Total Cost ` in Lacs 4.24 2.63 Cost/Unit `/Litre 38.92 34.77Consumption Per Unit Production (Urea) Natural Gas SM³/MT 285.51 281.20

Naphtha Kg/MT 0.56 1.51HSD Litres/MT 0.01 0.01

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7thANNUAL REPORT 2011-12

B. TECHNOLOGY ABSORPTIONResearch and Development (R&D)

(a) Specific areas in which R & D was carried out by the Company - None

(b) Benefits derived as a result of the above R & D - NA

(c) Future Plan & Action - NIL

(d) Expenditure on R & D - NIL

Technology Absorption, Adaptation and Innovation:

1. Efforts in brief made towards technology absorption, adaptation and innovation:

Feasibility study project has been awarded to M/S HTAS for feasibility study of enhancing Ammonia production capacity to 2000 MTPD and capability to generate CO2 for producing 3500 MTPD Urea. Some of the previous recommendations made by M/s Haldor Topsoe for revamp of Ammonia plant such as Process gas piping modification, Primary reformer burner replacement, CO2 absorber packing replacement etc. were implemented in FY 2011-12. Existing reformed gas boiler (RG Boiler) was also replaced with latest design to handle the new operating conditions after plant revamp. One additional cooling tower cell for Ammonia plant has been installed, commissioning activities are going on.

2. Benefits derived as a result of the above:

Implementation of above measures has resulted in achieving highest ever annual Ammonia and lowest ever Ammonia specific energy consumption in FY 2011-12. This year Ammonia plant has run continuously for 333.47 days which is the longest ever continuous running period. After implementation of remaining schemes plant performance will further improve.

3. Information regarding Technology Imported during the last five years:

No technology has been imported since the Company acquired the plant on 18th January, 2006.

C. FOREIGN EXCHANGE EARNINGS Earnings: ` 23.64 lacs

D. FOREIGN EXCHANGE OUTGO Outgo : ` 861.15 lacs

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KRIBHCO SHYAM FERTILIZERS LIMITED

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AUDITORS’ REPORT

To,

The Members, KRIBHCO SHYAM FERTILIZERS LIMITED,New Delhi.

1. We have audited the attached Balance Sheet of KRIBHCO SHYAM FERTILIZERS LIMITED as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 Without qualifying our opinion reference is invited to note 2.30 of Notes forming part of accounts with regard to stamp duty on transfer / registration of assets acquired by the company. The company had preferred an appeal before Hon’ble High Court, Allahabad challenging the levy of development tax and stamp duty. The Hon’ble High Court has set aside the order of lower authorities and also remanded

back the matter to decide the case afresh. Pending final outcome the sum of ` 57.70 crores paid by the Company has been classified as stamp duty paid under protest under the head “Short Term Loans and Advances”.

5. Further to our comments in the Annexure referred to above, 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 purposes 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 the 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 the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 212 of the Companies Act, 1956;

(e) On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information

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7thANNUAL REPORT 2011-12

required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

(ii) in the case of Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

FOR G. K. CHOKSI & CO., [Firm Registration No. 101895W] Chartered Accountants

SANDIP A. PARIKH

PartnerMembership No. 40727

Place : New DelhiDate : 29th June, 2012

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ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 3 of our Report of even date to the members of Kribhco Shyam Fertilizers Limited)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of its fixed assets.

(b) As explained by management, major items of fixed assets were physically verified by the Management at the end of the year, in accordance with the regular programme of verification which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancy was noticed on such physical verification.

(c) The Company has not disposed of any substantial part of its fixed assets during the year as would affect its going concern status.

(ii) (a) In our opinion, physical verification of inventory has been conducted by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the Company is maintaining proper records of inventory. No material discrepancy was noticed on physical verification of the inventory.

(iii) (a) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly the clauses 4(iii)(a) to 4(iii)(d) of the report are not applicable.

(b) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register

maintained under Section 301 of the Companies Act, 1956. Accordingly the clauses 4(iii)(c) to 4(iii)(g) of the report are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and with regard to the sale of goods and services.

During the course of audit, we have not observed any continuing failure to correct major weakness in Internal Control System.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the Register maintained under that Section.

(b) 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 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have been informed that the Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the Fertilizer Industry.

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7th Annual Report 2011-12

We have broadly reviewed the records as maintained by the Company. In our opinion, the Company has prima facie maintained the prescribed accounts and records. We have, however, not made a detailed examination of records with a view to determine whether they are accurate or not.

(ix) (a) According to the information given to us, the Company is generally regular in depositing

with appropriate authorities undisputed statutory dues and the Company had no arrears of such outstanding statutory dues as at 31st March, 2012 for a period more than six months from the date they became payable.

(b) According to the information and explanations given to us, the Company had no disputed outstanding statutory dues as at 31st March, 2012, except as enumerated here under:

Nature of the Dues Amount Forum where dispute is pending

Stamp Duty on Deed of Mortgage(Refer note 2.31 of Notes forming Part of Accounts)

F.Y. 2008-2009 19000.00 Hon’ble High CourtTrade Tax / VAT / Entry Tax(Refer note 2.32 of Notes forming part of Accounts)

F.Y. 2005-2006F.Y. 2006-2007F.Y. 2007-2008F.Y. 2007-2008F.Y. 2007-2008F.Y. 2007-2008

21.6065.9918.1677.31

344.00875.42

Joint Commissioner (Appeals) Joint Commissioner (Appeals) Additional Commissioner (Appeals) Joint Commissioner (Appeals)Joint Commissioner (Appeals), BareillyAdditional Commissioner (Appeals)

Income Tax Demand notice(Refer note 2.33 of Notes forming part of Accounts)

F.Y. 2007-2008 to 2009-2010 3774.00 Commissioner (Appeals), Bareilly

(` in Lacs)

(x) The company has accumulated losses of ` 12108.69 Lacs as at balance sheet date which does not exceed 50% of its net worth. It has not incurred any cash losses in the current financial year or in immediately preceding financial year.

(xi) As per the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks or debenture holders during the year. The Company has so far not issued any debentures.

(xii) As per the information and explanations given to us, the Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company does not deal or trade in shares, securities, debentures and other investments.

(xv) In our opinion, the terms and conditions on which the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that Company has not utilized any funds raised on short term basis for long term investments.

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(xviii) The Company has not made preferential allotment of shares to companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year under review.

(xx) The Company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under review.

FOR G. K. CHOKSI & CO., [Firm Registration No. 101895W] Chartered Accountants

SANDIP A. PARIKH

PartnerMembership No. 40727

Place : New DelhiDate : 29th June, 2012

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KRIBHCO SHYAM FERTILIZERS LIMITED

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7thANNUAL REPORT 2011-12

BALANCE SHEET AS AT MARCH 31, 2012

The accompanying notes are an integral part of the financial statements. As per our report of even date FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARDFirm Registration No. 101895WChartered Accountants

SANDIP A. PARIKH B. D. SINHA ALOK TANDON V. P. KAUSHIK Partner Director Director Managing Director Membership No. 40727 RAJAN CHOWDHRY BIPIN C. PHULORIA Chief Financial Officer Company Secretary

Place : New Delhi Place : Noida Date : 29th June, 2012 Date : 29th June, 2012

(` in Lacs)

Particulars Notes March 31, 2012 March 31, 2011EQUITY AND LIABILITIES Shareholders’ Fund Share Capital 2.1 80,005.71 80,005.71 Reserves and Surplus 2.2 (12,018.85) (14,366.80) 67,986.86 65,638.91 Non-Current liabilities Long term borrowings 2.3 33,115.75 75,009.18 Deferred tax liabilities (Net) 2.4 0.00 0.00 Long term provisions 2.5 990.79 665.97 34,106.54 75,675.15Current liabilities Short term borrowings 2.6 63,028.29 37,500.00 Trade payables 2.7 5,425.83 4,455.32 Other current liabilities 2.8 55,709.83 39,999.68 Short term provisions 2.9 755.67 288.22 1,24,919.62 82,243.22 Total : 2,27,013.02 2,23,557.28 ASSETS Non-Current assets Fixed assets Tangible assets 2.10 145,267.52 1,49,555.80 Intangible assets 2.11 4,737.45 5,984.15 Capital work-in-progress 2.12 618.14 3,552.06 Intangible assets under development 2.13 53.85 0.00 1,50,676.96 1,59,092.01 Non-current investments 2.14 7,350.00 14,728.50Long term - loans and Advances 2.15 51.97 386.65 Other non-current assets 2.16 15.85 20.13 Current Assets Inventories 2.17 4,846.98 3,849.60 Trade receivables 2.18 47,728.08 25,122.63 Cash & cash equivalents 2.19 8,441.86 13,071.37 Short term - Loans & advances 2.20 7,790.92 7,078.18 Other current assets 2.21 110.40 208.20 68,918.24 49,329.98 Total : 2,27,013.02 2,23,557.28 Significant Accounting Policies 1 Notes forming part of accounts 2

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2012

The accompanying notes are an integral part of the financial statements. As per our report of even date FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARDFirm Registration No. 101895WChartered Accountants

SANDIP A. PARIKH B. D. SINHA ALOK TANDON V. P. KAUSHIK Partner Director Director Managing Director Membership No. 40727 RAJAN CHOWDHRY BIPIN C. PHULORIA Chief Financial Officer Company Secretary

Place : New Delhi Place : Noida Date : 29th June, 2012 Date : 29th June, 2012

(` in Lacs)

Particulars Notes March 31, 2012 March 31, 2011

INCOME Revenue from operations 2.22 1,27,820.78 1,08,688.56 Less : Excise duty 1,265.26 280.74 1,26,555.52 1,08,407.82 Other Income 2.23 1,150.12 1,366.35 Total Revenue 1,27,705.64 1,09,774.17 EXPENSES Cost of materials consumed 2.24 83,173.54 71,937.83 Changes in inventories 2.25 (827.02) (84.21) Employee benefits expenses 2.26 3,896.93 2,838.70 Finance costs 2.27 12,856.24 9,228.87 Depreciation and amortization expenses 11,263.36 11,309.54 Manufacturing and other expenses 2.28 14,421.74 13,766.28 Prior period adjustments 2.29 (44.19) (13.53)

Total Expenses 1,24,740.59 1,08,983.47 Profit before Tax 2,965.05 790.70 Tax Expenses Current Tax [Net of excess provision 617.10 40.00 of tax ` 2.91 lacs, (P.Y. ` Nil)] Deferred Tax 0.00 0.00 617.10 40.00

Profit/(Loss) for the period carried to Balance sheet 2,347.95 750.70 Earnings per equity share: Basic and diluted ` 0.29 ` 0.09 Significant Accounting Policies 1 Notes forming part of accounts 2

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7thANNUAL REPORT 2011-12

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2012 (` in Lacs)

Particulars Current Year Previous Year A Cash Flow from Operating Activities: Net Profit Before Tax, after Prior Period Adjustments 2,965.05 790.69 Adjustment for: Depreciation 11,263.36 11,309.60 Interest and Hedging Cost (Net) 12,856.24 9,224.18 (Profit) /Loss on sale of assets (Net) 507.67 0.31 (Profit)/Loss on Sale of Investments 538.50 (32.61) Interest Income (929.92) (1,067.51) Operating Profit before Working Capital Changes 27,200.90 20,224.66 Adjustment for: Inventories (997.38) (11.25) Trade and Other Receivables (23,098.55) (12,190.81) Trade Payable and Provisions 17,259.88 (371.60) Cash Generated from Operations 20,364.85 7,651.00 Taxes Paid (Net of Refunds) (58.61) (5.03) Net Cash from Operating Activities - A 20,306.24 7,645.97 B Cash Flow from Investing Activities Sale of Investments/Proceeds received on maturity - 534.70 Purchase of Fixed Assets including C.W.I.P. (3,381.65) (3,971.10) Proceeds from Sale of Fixed Assets 25.65 6.43 Proceeds from Sale of Investments 6,840.00 26.41 Interest Received 1,028.98 1,073.51 Net Cash from Investing Activities - B 4,512.98 (2,330.04) C Cash Flow from Financing Activities Repayment of long term borrowings (41,893.43) (11,240.40) Proceeds from short term borrowings/cash credit 28,028.29 28,500.00 UP Trade Tax Loan in lieu of Trade Tax Deferment - 959.56 Repayment of short term borrowings/cash credit (2,500.00) (2,500.00) Interest Paid (13,083.59) (9,539.81) Net Cash from Financing Activities - C (29,448.73) 6,179.35 Net Increase/(Decrease) in Cash & Cash Equivalents [A+B+C] (4,629.51) 11,495.28 Cash and Cash Equivalents as at the beginning of the year 13,071.37 1,576.09 Cash and Cash Equivalents as at the close of the year 8,441.86 13,071.37 Net Increase/(Decrease) in Cash and Cash Equivalents (4,629.51) 11,495.28 Note:

(a) The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in Accounting Standard -3 on cash flow statement issued by the ICAI.(b) In Part A of the Cash Flow Statements, figures in brackets indicates deductions made from the net profit for deriving the cash flow from operating activities. In

part B & part C, figures in brackets indicates cash outflows. As per our report of even date attached. FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARDFirm Registration No. 101895WChartered Accountants

SANDIP A. PARIKH B. D. SINHA ALOK TANDON V. P. KAUSHIK Partner Director Director Managing Director Membership No. 40727 RAJAN CHOWDHRY BIPIN C. PHULORIA Chief Financial Officer Company Secretary

Place : New Delhi Place : Noida Date : 29th June, 2012 Date : 29th June, 2012

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NOTE-1 : SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis Preparation of Financial Statements The financial statements are prepared under

the historical cost convention on accrual basis and in accordance with the requirements of the Companies Act, 1956 and in compliance with the applicable accounting standards referred to in sub-section (3C) of the section 211 of the said Act. The accounting policies, except otherwise stated, have been consistently applied by the Company.

1.2 Use of EstimatesThe presentation of financial statements in conformity with the Generally Accepted Accounting Principles requires estimates and assumptions to be made that affect the reportable amount of assets and liabilities on the date of financial statement and the reportable amount of revenue and expenses during the reporting period. Differences between the actual results and estimates are recognised in the year in which the results are known/ materialised.

1.3 Revenue Recognition (a) Sales Sale is recognised upon the transfer of

significant risks and reward of ownership to the customers. Sales are stated at net of discount and rebates allowed.

(b) Interest Interest income is recognized on a time

proportion basis taking into account the amount outstanding and rate applicable.

(c) Subsidy from Government under Group Concession Scheme

The Subsidy on Urea and Equated Freight from the Government of India under Group Concession Scheme are recognised as revenue on the basis of sales. Further, subsidy is recognized based on management’s estimation taking into consideration the guidelines, policies, instructions and clarifications given by the Government and input price escalation/de-escalation.

1.4 Fixed Assets

(a) Fixed assets are carried at cost less depreciation and impairment loss, if any. The cost of fixed assets includes cost of acquisition and directly attributable cost for bringing the assets in an operational condition for their intended use including pre-operative expenditure till commencement of commercial production and other incidental expenses subsequent thereto up-to the date of stabilisation of production but excluding refundable taxes and duties thereon, if any.

(b) Intangible assets are recognised as per the criteria specified in Accounting Standard - 26 “Intangible Assets” issued by the Institute of Chartered Accountants of India and are amortised over the useful life of the assets or ten years, whichever is earlier.

(c) Machinery Spares / Standby Equipments which can be used only in connection with an item of Fixed Asset and whose use is expected to be irregular are capitalized.

(d) Capital work-in-progress is carried at cost and also includes stock at site, material in transit and capital advances.

1.5 Borrowing CostsBorrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use.

All other borrowing costs are charged to revenue.

1.6 Depreciation (a) Depreciation on Fixed Assets has been

provided on Straight Line Method at the rates and manner specified under the Schedule XIV (as amended) to the Companies Act, 1956. The plant is a continuous process plant and the depreciation is charged accordingly.

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7thANNUAL REPORT 2011-12

Fixed Assets costing up-to ` 5,000/- are being fully depreciated in the year of acquisition.

(b) Depreciation on subsequent replacement of Catalyst is equally charged over the estimated useful lives as technically assessed.

(c) Depreciation on Machinery spares / Standby Equipments has been charged over the residual life of related Plant and Machinery.

(d) Depreciation on assets discarded from active use has not been charged.

(e) Value of Leasehold Land and Site Development is written off over the period of lease.

1.7 Impairment of AssetsAn asset is impaired if there are sufficient indication that the carrying cost would exceed the recoverable amount of cash generating asset. In that event an impairment loss so computed would be recognised in the accounts in the relevant year.

1.8 Foreign Currency Transactions (a) Foreign currency transactions are recorded at

exchange rates prevailing on the date of such transactions.

(b) Foreign currency monetary assets and liabilities remaining unsettled at the year end are translated at the closing exchange rate. Gain and losses on account of exchange difference either on settlement or on translation is recognized in the relevant head of Profit & Loss Account.

(c) Non-monetary items denominated in foreign currency are reported using exchange rate prevailing on the date of transactions.

(d) In respect of Foreign Currency Term Loans, interest cost incurred on account of hedging is being charged to Profit & Loss Account. Any profit or loss on settlement / cancellation of forward contract is recognized as an income or expense for the year in which they arise.

1.9 InvestmentsInvestments are classified as long term or current. Long-term investments are stated at acquisition cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. Current investments are valued at lower of cost and market rate on individual investment basis.

1.10 InventoriesValuation of stock is done as follows:

(a) Raw Material, Packing Material and Stores & Spares

At lower of Cost and Net Realisable Value

(b) Work-in-Progress & Finished Goods

At lower of Cost (raw material and appropriate proportion of overheads) and Net Realisable Value

(c) Scrap At Estimated Realisable Value

Notes:

(i) Cost of inventories is determined on the basis of weighted average method.

(ii) Realisable value of manufactured finished goods is the Concession Price as determined as per the norms of the Fertilizer Industry Co-ordination Committee.

1.11 Employees BenefitsGratuity, Leave Encashment and Sick Leave liability is accounted for on accrual basis computed as per actuarial valuation made at the end of each financial year in accordance with AS-15 (Revised).

1.12 Taxation(a) Current Tax

Income Tax expense comprises of current tax. Provision for taxation is ascertained on the basis of assessable profits computed in accordance with the provisions of Income Tax Act, 1961. However, where the tax is computed in accordance with the provisions of Section 115 JB of the Income Tax Act, 1961 as the Minimum Alternate Tax (MAT), it is

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charged off to the Profit and Loss Account of the relevant year. However, credit of MAT would be taken within the permissible time period when the Company’s profits would be subject to normal income tax rates.

(b) Deferred Tax

Deferred Income Tax (expense or credit) is recognised for the current year timing differences between taxable income and accounting income for the year and reversal of timing difference of earlier years.

Deferred Tax Assets in respect of carry forward of unabsorbed depreciation and tax losses are recognised to the extent there is virtual certainty of their realisation against future taxable profits. However, in case of other items, recognition is done on the basis of reasonable certainty.

Deferred Tax assets and liabilities are measured using the tax rates and the tax laws that have been enacted or substantially enacted at the balance sheet date.

1.13 Pre Project ExpenditureThe expenses on pre-feasibility study reports, market survey reports, techno-economic feasibility reports etc. on new projects is allocated to the fixed assets on completion of the projects. Where the projects are proved infructuous they are charged off in the year in which the decision is taken to scrap the same by Competent Authority.

1.14 LeaseAssets taken on lease under which, all risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under operating lease are recognized as expense on accrual basis in accordance with the respective lease agreements.

1.15 Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financial statements.

1.16 Revenue Recognition in the Event of Uncertainty

The following items are recognised on realization basis:

(a) Claims for

(i) Shortage/Damages on movement of fertilizers

(ii) Under-charges on freight paid to Railways

(iii) Rebate on freight from Railways

(iv) Interest on overdue payments.

(v) Insurance claims

(vi) Refund of Purchase Tax, Sales Tax, Turnover Tax, Customs, Excise and Electricity Duties excess charged.

(b) Penalties and Compensation

(c) Difference in Service Charges payable to KRIBHCO.

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7thANNUAL REPORT 2011-12

(` in Lacs) NOTES-2 : NOTES FORMING PART OF ACCOUNTS

Particulars March 31, 2012 March 31, 2011

2.1 SHARE CAPITAL

(a) Authorised

100,00,00,000 (P.Y.100,00,00,000) Equity Shares of ` 10/- each 1,00,000.00 1,00,000.00

(b) Issued, Subscribed and fully Paidup

80,00,57,143 (P.Y. 80,00,57,143) Equity Shares of ` 10/- each Fully Paid up 80,005.71 80,005.71

Note : During the period of five financial years immediately preceeding the Balance Sheet date, the company has not:

(i) allotted any fully paidup equity shares by way of bonus shares;(ii) allotted any equity shares pursuant to any contract without payment being received in cash;(iii) brought back any equity shares.

(c) Reconciliation of number of shares

Number of Equity SharesParticulars March 31, 2012 March 31, 2011

At the beginning of the year 8,00,057,143 8,00,057,143

Add Shares issued for Cash or Right Issue or Bonus 0 0 Exercise of Share Option under ESOS / ESOP 0 0 Shares issued in Business Combination 0 0 8,00,057,143 8,00,057,143

LessShares bought back / Redemption etc. 0 0

At the end of the Year 8,00,057,143 8,00,057,143

(d) Rights, Preferences and Restrictions

The authorised share capital of the Company has only one class of shares referred to as ‘equity shares’ having a par value of ` 10/- each. The rights and privileges to equity shareholders are general in nature and defined under the Articles of Association of the Company and as allowed under Companies Act, 1956.

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(` in Lacs)

The equity shareholders shall have:

(i) right to vote in shareholder’s meeting. Where voting is to be made on a show of hands, every member present in person and holder of equity share, shall have one vote and in case of poll, the voting rights shall be in proportion to the shares in the paid up capital of the Company;

(ii) right to receive dividend in proportion to the amount of capital paid up on the shares held.

The shareholders are not entitled to exercise any voting right either personally or proxy at any meeting of the Company in cases calls or other sums payable have not been paid.

If the Company shall be wound up the distribution of available assets/losses to the equity shareholders shall be in proportion to the paid up capital.

(e) Details of Shareholdings

Number of Shares held by Holding Enterprise

Particulars Number of Equity Shares Value ` in Lacs

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011

Krishak Bharati Coop. Ltd. 680,034,286 680,034,286 68,003.43 68,003.43

Shareholders holding more than 5% shares

ParticularsNumber of Equity Shares % of holdings

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011

Krishak Bharati Coop. Ltd. 680,034,286 680,034,286 85 85

STL Fertilizers Pvt. Ltd. 120,022,855 120,022,855 15 15

2.2 RESERVES AND SURPLUS

Particulars March 31, 2012 March 31, 2011

Surplus / (Deficit) in Statement of Profit & Loss

Balance as per previous financial statements (14,366.80) (15,117.49)

Add

Profit for the year 2,347.95 750.69

Balance available for appropriation (12,018.85) (14,366.80)

Less

Appropriations 0.00 0.00

Net Surplus / (Deficit) (12,018.85) (14,366.80)

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2.3 LONG TERM BORROWINGS (` in Lacs)

ParticularsNon-current portion Current maturities

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011SecuredTerm Loans from Banks

In Foreign Currency (Refer note 1 below)

0.00 21,679.43 22,684.09 22,567.90

In Rupee Currency Syndicate Bank (Refer note 1 below)

1,880.00 5,660.00 3,780.00 3,780.00

WBSC Bank Ltd. (Refer note 1 below)

0.00 5,554.00 5,554.00 5,554.00

Vijaya Bank (Refer note 2 below)

15,000.00 5,000.00 0.00 0.00

Axis Bank Ltd. (Refer note 2 below)

12,000.00 12,000.00 0.00 0.00

Union Bank (Refer note 2 below)

0.00 15,000.00 15,000.00 0.00

HDFC Bank (Refer note 3 below)

0.00 5,880.00 5,880.00 5,620.00

28,880.00 70,773.43 52,898.09 37,521.90 Unsecured

UP Trade Tax Loan in lieu of Trade Tax Deferment

4,235.75 4,235.75 0.00 0.00

33,115.75 75,009.18 52,898.09 37,521.90 Less:Amount disclosed under the head “Other Current Liabilities”

0.00 0.00

52,898.09 37,521.90

33,115.75 75,009.18 0.00 0.00

Secured Loans1. ` 33,898.09 lacs (Previous Year ` 64,795.33 lacs) Secured by a First pari passu charge over all the fixed assets

of the Company including a pari passu priority first mortgage and charge on all the Company’s fixed assets, present and future and also assignment of all the Company’s right, title, benefit and interest, in and under all the permits, licenses, authorisations etc. and further guaranteed by joint and several corporate guarantees of KRIBHCO and Shyam Basic Infrastructure Projects Pvt. Ltd.

2. ` 42,000 lacs term Loan (Previous Year ` 32,000 lacs) secured by second pari passu charge over the fixed assets of the Company and further guaranteed by joint and several corporate guarantees of KRIBHCO.

3. Term loan from HDFC Bank ` 5,880 lacs (Previous Year ` 11,500) is secured against pledge of 7.95% Fertilizer Company, Govt. of India Bond of face value of ` 2,100 lacs (Previous Year ` 4,200 lacs), 7.00% Fertilizer Company, Govt. of India Bonds of face value of ` 2,100 lacs(Previous year ` 4,200 lacs) and 6.65% Fertilizer Company, Govt. of India Bonds of face value of ` 3,150 lacs (Previous year ` 6,300 lacs).

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Terms of Repayment of Loans

Foreign Currency Loan It is repayable in two equal half yearly installments which are due in July, 2012 and January, 2013.

Syndicate Bank The tenure of Loan is seven years and the balance amount is repayable in 3 half yearly installments due on April, 2012, October, 2012 and April, 2013.

WBSCB Ltd. The tenure of Loan is seven years and the balance amount is repayable in 2 half yearly installments due on July, 2012, and January, 2013.

Vijaya Bank Loan is repayable by way of Bullet payment on 24th February, 2014 i.e three years from the date of first drawal.

Axis Bank Ltd Loan is repayable by way of Bullet payment on 21st January, 2014 i.e three years from the date of first drawal.

Union Bank Loan is repayable by way of Bullet payment on 28th February, 2013.

HDFC Bank Loan is repayable by way of Bullet payment on 19th March, 2013 i.e the date of maturity of Loan.

Unsecured Loan

Guranteed by Bank Guarantee. The financial assistance has been provided by the Pradeshiya Industrial and Investment Corporation of Uttar Pradesh Ltd.(PICUP) under Trade Tax Deferment Scheme of State Govt. of U.P., and is re-payable in yearly installments of ` 1,410.18 lacs, ` 924 lacs, ` 1,046.40 lacs and ` 855.17 lacs which falls due on 31st May, 2013, 31st May, 2014, 31st May, 2015 and 31st May, 2016.

2.4 DEFERRED TAX LIABILITIES (Net)

The Company estimates deferred tax/(charge) using the applicable rate of taxation based on the impact of timing difference between financial statements and estimated taxable income for the current year.

(` in Lacs) Particulars March 31, 2012 March 31, 2011

Deferred Tax LiabilitiesDifference of book depreciation and tax depreciation 17,836.67 18,692.67

Deferred Tax AssetsDisallowance u/s. 43(b) allowable on payment 435.06 253.85 Unabsorb depreciation 17,401.61 18,438.82

17,836.67 18,692.67 Net Deferred Tax Liability / (Asset) 0.00 0.00

Deferred Tax Assets in respect of unabsorbed depreciation have been recognized to the extent of net deferred tax liability on the concept of virtual certainty, based on convincing evidences, as envisaged in Accounting Standard-22 (Accounting of Taxes on Income) and further clarifications/interpretations issued by The Institute of Chartered Accountants of India.

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2.5 LONG TERM PROVISIONS (` in Lacs)

Particulars March 31, 2012 March 31, 2011

For Employee BenefitsGratuity 724.65 468.27 Privileged / Earned Leave 321.53 234.62Sick Leave 37.92 30.70

1,084.10 733.59

Less :

Amount disclosed under the head “Short Term Provisions” Gratuity 58.94 29.81Privileged / Earned Leave 34.37 37.81

93.31 67.62

Total : 990.79 665.97

2.6 SHORT TERM BORROWINGS Secured

Working Capital LoanHDFC Bank 0.00 2,500.00 (Refer note 1 below)

Unsecured(Refer note 2 below)

HDFC Bank - OD 528.29 0.00 Rabo International 10,000.00 0.00Federal Bank 7,500.00 0.00 Union Bank of India 30,000.00 10,000.00Vijaya Bank 7,500.00 0.00 State Bank of Bikaner and Jaipur 7,500.00 0.00HDFC Bank 0.00 15,000.00 Yes Bank 0.00 10,000.00

63,028.29 35,000.00 Total : 63,028.29 37,500.00

Notes:

1. Secured Loan Working Capital Demand Loan amounting to ̀ Nil ( P.Y ̀ 2,500 Lacs ) from HDFC Bank was secured by exclusive charge by hypothecation of stocks and book debts etc. and further guaranteed by corporate guarantees of Krishak Bharati Cooperative Limited and Shyam Basic Infrastructure Projects Pvt. Ltd.

2. Unsecured Loan: ` 63,028.29 lacs (Previous Year ` 35,000 lacs) is guaranteed by corporate guarantee of Krishak Bharati Cooperative Limited.

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Terms of Repayments

Rabo International Repayable in single installment in full at the end of the tenure of the facility which falls due on 23rd October, 2012.

Federal Bank Repayable in single installment in full at the end of the tenure of the facility which falls due on 24th March, 2013.

Union Bank of India Repayable within six months from the date of each disbursement.Vijaya Bank Repayable in bullet payment on or before twelve months from the date of

first draw down.State Bank of Bikaner & Jaipur The tenure of Loan is six months which will be further extended to six months

at the end of the tenure.HDFC Bank Bullet Repayment of principal on the maturity date.Yes Bank Bullet Repayment of principal on the maturity date.

(` in Lacs)

Particulars March 31, 2012 March 31, 2011

2.7 TRADE PAYABLESFor Goods and Services

Related Party 948.26 794.63(Refer note 2.37)

Others 4,477.57 3,660.69 (Refer note 2.46 for dues to Micro and Small Enterprises)

Total : 5,425.83 4,455.32

2.8 OTHER CURRENT LIABILITIESCurrent Maturities of Long Term Debt 52,898.09 37,521.90 Interest Accrued but not due 178.81 191.51 Interest Accrued but due 68.04 0.00Hedging cost payable 170.33 453.02 Deposits from contractors and others 975.82 914.23 Advances from customers 919.41 597.82

Other PayablesEmployees and others 57.53 59.33 Statutory dues 441.81 261.87

499.33 321.20 Total : 55,709.83 39,999.68

Amount payable to related party ` NIL (P.Y. ` NIL)

2.9 SHORT TERM PROVISIONSProvision for Employee Benefits

Gratuity 58.94 29.81 Privileged / Earned Leave 34.37 37.81

93.31 67.62Others

For Taxation 661.00 147.64 For Fringe Benefit Tax 0.00 72.96 For Excise on closing Stock 1.36 0.00

662.36 220.60 Total : 755.67 288.22

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7thANNUAL REPORT 2011-12

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Page 26: KRIBHCO SHYAM FERTILIZERS LIMITED Report-2011-12.pdf · KRIBHCO SHYAM FERTILIZERS LIMITED ... public, private, joint and cooperative sectors. Secondly the Government of India has

KRIBHCO SHYAM FERTILIZERS LIMITED

25

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Page 27: KRIBHCO SHYAM FERTILIZERS LIMITED Report-2011-12.pdf · KRIBHCO SHYAM FERTILIZERS LIMITED ... public, private, joint and cooperative sectors. Secondly the Government of India has

26

7thANNUAL REPORT 2011-12

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Page 28: KRIBHCO SHYAM FERTILIZERS LIMITED Report-2011-12.pdf · KRIBHCO SHYAM FERTILIZERS LIMITED ... public, private, joint and cooperative sectors. Secondly the Government of India has

KRIBHCO SHYAM FERTILIZERS LIMITED

27

(` in Lacs)

Particulars March 31, 2012 March 31, 2011

2.14 NON CURRENT INVESTMENTS (Unquoted, Non Trade)

In Bonds issued by Government of India

7.95% Fertilizer Company-Special Bond 2026 2,100.00 4,200.00 6.65% Fertilizer Company-Special Bond 2023 3,150.00 6,328.50 7.00% Fertilizer Company-Special Bond 2022 2,100.00 4,200.00

Total : 7,350.00 14,728.50

The investments amounting to ` 7,350 lacs (P.Y. ` 14,700 lacs) pledged against term loan from HDFC Bank.

2.15 LONG TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated)

Capital Advances 32.47 365.17 Security Deposits 3.83 4.04

Other Loans and Advances Employees 15.67 17.44

Total : 51.97 386.65 Amount receivable from related parties, Directors and Officers ` NIL (P.Y. ` NIL)

2.16 OTHER NON CURRENT ASSETS (Unsecured, Considered good, unless otherwise stated)

Prepaid Expenses 15.85 20.13 (To be settled after 12 months)

Total : 15.85 20.13

2.17 INVENTORIES (As taken, valued and certified by the Management)

Stock in Process 33.22 0.00 Finished Goods 646.80 276.36 Finished Goods in Transit 423.37 0.00 Stores and Spares 3,743.60 3,573.24 4,846.98 3,849.60 Less : Adjustment for obsolete, surplus and non-moving items 0.00 0.00

Total : 4,846.98 3,849.60

Inventory items have been valued considering the significant accounting policy No 1.10 disclosed in Note No. 1 to these financial statement.

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7thANNUAL REPORT 2011-12

(` in Lacs) Particulars March 31, 2012 March 31, 2011

Breakup of Inventories

Stock in Process Ammonia 29.55 0.00 Urea 3.67 0.00

33.22 0.00 Finished goods

Ammonia 418.02 276.36 Urea at plant 228.78 0.00

646.80 276.36 Finished goods in Transit

Ammonia 0.00 0.00 Urea 423.37 0.00

423.37 0.00

2.18 TRADE RECEIVABLES(Unsecured, considered good, unless otherwise stated)

Debt outstanding for the period exceeding six monthsClaims due from Government of India 7,010.61 6,602.00

Others 27.45 24.62 (Refer note * below)

7,038.06 6,626.62

Others debts Claims due from Government of India 40,340.18 18,223.26

Others 349.84 272.75 (Refer note ** below)

40,690.02 18,496.01

Total : 47,728.08 25,122.63

Note: * The above trade receivables includes ` 22.71 lakhs is recoverable from M/s B.S. Trading Co., Uttarakhand against whom

a legal suit for recovery has been filed by the company under Negotiable Instruments Act, 1881. A civil suit has also been filed against M/s B.S.Trading Co., for recovery of the outstanding with interest. The suit was admitted and has been decreed in favour of the company. Therefore the said debts have been considered as good for recovery and no provision for doubtful recovery in respect thereof has been made.

** Amount due from associate enterprise Krishak Bharati Co. Op. Ltd. (Related party) ` 12.37 lacs (P.Y. ` 5.95 lacs)

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KRIBHCO SHYAM FERTILIZERS LIMITED

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(` in Lacs) Particulars March 31, 2012 March 31, 2011

2.19 CASH AND CASH EQUIVALENTS

Balances with scheduled banks Current / Cash Credit accounts 560.68 7,104.07

Fixed DepositsWith maturity of less than 3 months 7,000.00 5,039.14

Cheques / Demand Drafts on hand 597.86 741.50 Cash in hand 1.03 1.58 Remittances in transit 236.71 149.79

Other Bank balancesFixed deposits

With maturity for more than 3 months but less than 12 months 10.76 1.39With maturity for more than 12 month 34.81 33.91

45.58 35.30 Total : 8,441.86 13,071.37

2.20 SHORT TERM LOANS AND ADVANCES(Considered good unless otherwise stated)

Advances to Employees 31.60 36.28

Contractors & Suppliers 122.06 325.80

OthersBalances with revenue authorities 372.38 830.21Stamp duty paid under protest 5,770.43 5,770.43 Prepaid Expenses 110.95 106.17

Additional Vat on Natural Gas 1,378.65 0.00 (Recoverable from Government of India)

Other Recoverable 4.85 9.29 7,637.26 6,716.10 Total : 7,790.92 7,078.18

Amount receivable from related parties, Directors and Officers ` NIL (P.Y. ` NIL).

2.21 OTHER CURRENT ASSETSInterest accrued :

On Govt. Bonds 105.49 204.33 On Fixed Deposits 2.17 2.39

107.66 206.72

Other Recoverables 0.34 1.48Deposits 2.40 0.00

Total : 110.40 208.20

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7thANNUAL REPORT 2011-12

(` in Lacs)

Particulars March 31, 2012 March 31, 2011

2.22 REVENUE FROM OPERATIONS

Sale of Products 59,178.82 54,879.50 (Net of discounts / rebates)

Concession / Price Support from Central Government 68,641.96 53,809.05 (Net of recovery / adjustments)

Total : 1,27,820.78 1,08,688.56

Concession / Price Support from Government of India

Nitrogenous fertilizers are under the concession scheme as notified by Government of India (GOI) from time to time. The concession on nitrogenous has been accounted for keeping in view the practice in the industry, norms, parameters and guidelines fixed/ followed by Fertilizer Industry Co-ordination Committee (FICC) from time to time, pending notification by the FICC. On fixation of final concession price, necessary adjustments, if any, has been made in the accounts for the year in which such price is fixed.

Breakup of sales of product Urea 52,991.11 52,721.56 (Excludes transit & other losses 64.80 MT (P.Y. 91.450 MT)Ammonia 6,187.71 2,157.94 (Excludes captive consumption 590268.408 MT (P.Y. 591936.861 MT)

Total : 59,178.82 54,879.50 Breakup of Concession / price supportUrea

Price Concession 61,074.92 46,642.39 Freight Subsidy 7,567.04 7,166.66

Total : 68,641.96 53,809.05

2.23 OTHER INCOMEInterest Income

From Banks 235.12 17.20Government securities 694.44 1,050.31 Others 0.36 0.00

929.92 1,067.51 Gain on sale of investments 37.04 34.70 Rentals/Compensation of Properties 30.11 26.98

Other Non-Operating IncomeProfit on disposal/retirement of fixed assets 0.18 0.00Excess provisions written back 4.19 41.99 Income From training 23.64 0.00 Scrap Sales 87.55 42.93Miscellaneous 37.49 152.25

153.05 237.16

Total : 1,150.12 1,366.35

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KRIBHCO SHYAM FERTILIZERS LIMITED

31

(` in Lacs)

Particulars March 31, 2012 March 31, 2011

2.24 COST OF MATERIAL CONSUMEDRaw Materials 47,176.30 40,453.71 Packing Materials 2,539.49 2,434.31 Chemicals & Catalysts 379.84 264.36 Power, Fuel & Water 33,077.90 28,785.44 Total : 83,173.54 71,937.83

Break-up of Raw Materials ConsumedNatural Gas 47,176.30 40,453.71 Total : 47,176.30 40,450.71Break-up of Power, Fuel and WaterPower - Natural Gas 32,836.81 28,155.90 Fuel

Naptha consumed 223.20 613.68 HSD consumed 4.24 2.63

Water 13.65 13.24 Total : 33,077.90 28,785.44

2.25 CHANGE IN INVENTORIESClosing Stock

Finished Goods 1,070.17 276.36 Work in Progress 33.22 0.00

1,103.39 276.36Opening Stock

Finished Goods 276.36 168.48 Work in Progress 0.00 23.67

276.36 192.15Decrease / (Increase) in Inventories (827.02) (84.21)

2.26 EMPLOYEES BENEFITS EXPENSESSalary, Allowances, Wages & Bonus 3,056.44 2,370.97 Contribution to Provident & other funds 619.29 346.72 Staff Welfare expenses 221.20 121.01

Total : 3,896.93 2,838.70

2.27 FINANCE COST Interest on:

Foreign currency term loans 709.18 1,562.65 Rupee Term loans 5,883.90 3,729.93 On Cash credit and Short term Loans 3,953.66 2,449.22

10,546.75 7,741.80 Other Borrowing Cost

Other ancillary Cost 26.36 392.13 LC Charges 22.51 4.68 Hedging Charges 1,710.13 1,090.25

1,759.00 1,487.07 Adjustments on account of foreign exchange fluctuation 550.50 0.00

Total : 12,856.24 9,228.87

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32

7thANNUAL REPORT 2011-12

(` in Lacs)

Particulars March 31, 2012 March 31, 2011

2.28 MANUFACTURING AND OTHER EXPENSES

Stores & Other Consumables 149.87 96.05

Repairs and Maintenance:Buildings 224.91 198.06Plant, Machinery and Other Equipments 1,642.94 1,572.41 Others 3.54 7.50

1,871.39 1,777.97

Insurance Charges 191.71 216.73

Travelling Expenses:Directors 11.19 3.43 Others 35.17 35.33

46.36 38.76 Printing and Stationery 21.52 24.35

Rent, Rates & Taxes Rent 6.32 6.32 Rates & Taxes 35.67 27.21

41.99 33.53 Communication Expenses 14.90 13.42 Publicity & Sales Promotion 4.37 1.60 Bagging Expenses 224.03 132.88 Freight Outward and Handling 9,276.31 8,396.17 Warehousing Charges 73.79 111.13 Director Sitting Fees 2.35 2.00 Service Charges 419.68 338.95 Vehicle Running & Maintenance 88.98 79.67 Legal and Professional Charges 61.61 46.12 Auditors Remuneration 13.83 12.96 (Refer note 2.42)

Bank Charges 23.80 12.74 Assets Written Off 507.51 0.00 Loss on sale of Investments 575.54 2.09 Loss on sale of Fixed Assets 0.34 0.31 Foreign Exchange Fluctuation 454.02 2,145.00 Miscellaneous Expenses 357.86 283.86

Total : 14,421.74 13,766.28

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KRIBHCO SHYAM FERTILIZERS LIMITED

33

(` in Lacs)

2.30 CLAIM PENDING SETTLEMENTDuring the year 2006-07, the Company had paid stamp duty of ` 190.80 crores on transfer/registration of Assets acquired from Oswal Chemicals & Fertilizers Limited vide sale agreement dated 31st March, 2006. The Company has paid the amount of stamp duty as finalized by Additional District Magistrate (F&R), Collector of Stamps, Shahjahanpur on total sale consideration of ` 1908 crores. The Company has filed an appeal before the Board of Revenue, Uttar Pradesh for refund of total Development Tax amounting to ` 38.16 crores paid at the rate of 2% in respect of all assets and stamp duty amounting to ` 19.54 crores paid on Leasehold Land, Site Development, intangible Assets/benefits and Current Assets, challenging the levy of the same. Upon dismissal of appeal by Board of Revenue, UP, the Company has filed a writ petition before the Hon’ble High Court, Allahabad challenging the order passed by Board of Revenue.

Hon’ble High Court has allowed the writ petition in part and the orders of ADM (F&R), Shahjahanpur and Chief Controlling Revenue Authority have been set aside. The matter has been remanded back to ADM (F&R), Shahjahanpur to decide the case afresh in the light of the observations made in the order of the Hon’ble High Court after giving opportunity of hearing to the Company.

Pending final outcome, the sum of ̀ 57.70 crores paid by the Company (based on actual computation) has been disclosed as “Stamp Duty paid under protest” under the head of Short Term Loans & Advances in Note No 2.20 of the Financial Statement. However, for the purpose of Income Tax, based on the advise received from Tax Consultant, the Company has claimed the depreciation on the same in the Income Tax Return filed for the assessment years 2006-07 (revised), 2007-08 and thereafter.

2.31 STAMP DUTYCollector Stamps/DM, Shahjahanpur passed an order dated 13-08-2008 observing that the deed of mortgage executed on 31-01-2006 between Oswal Chemicals & Fertilizers Limited, UTI Bank Limited (Security Trustee) and the Company, will attract stamp duty of ` 190 crores (the amount revised from ` 190 lacs to ` 190 crores upon rectification application and subsequent order by Collector of Stamps) and also served an order for recovery on the Company. Aggrieved by the order, the Company has preferred an appeal before the Chief Controlling Revenue Authority, Uttar Pradesh and filed stay petition before the Hon’ble High Court of Allahabad. In response, the Hon’ble High Court of Allahabad granted stay on recovery proceedings. Although the matter had been referred to a larger bench for hearing, the said matter is yet to be listed for hearing.

Particulars March 31, 2012 March 31, 2011

2.29 PRIOR PERIOD ADJUSTMENTS [EXPENDITURE / (INCOME)]

IncomeStock adjustments 57.09 0.00 Others 38.80 22.62

95.89 22.62 Expenditure

Depreciation & Amortisation 0.13 0.06 Stores & Spares Consumption 23.42 0.00 Others 28.15 9.03

51.71 9.09 Net prior period adjustments (44.19) (13.53)

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7thANNUAL REPORT 2011-12

Pending final award, based on legal opinion by an expert obtained by the Company, the Company has not made any provision in respect of aforesaid demand, and however, the same has been disclosed as contingent liability in “Notes forming part of accounts”.

2.32 TRADE TAX(a) The Company had received Trade Tax

assessment order related to the financial year 2005-06 and 2006-07 from the Dy. Commissioner (Assessment), Commercial Taxes, Shahjahanpur assessing Trade Tax on sale of Anhydrous Ammonia @ 12% as against @ 4% being collected and deposited by the Company, and raising demand of ` 21.60 lacs and ` 65.99 lacs respectively for the two years.

Upon appeal preferred by the Company, the Joint Commissioner (Appeals), cancelled the order passed by the Dy. Commissioner and referred the case back to Dy. Commissioner for reassessment. Aggrieved by the order passed by Joint Commissioner, the Company had preferred an appeal before the Hon’ble Tribunal of Commercial Tax, Bareilly. The Hon’ble Tribunal has decided the case in favour of the Company and advised Joint Commissioner to decide the case.

On similar grounds, the Dy. Commissioner, Commercial Taxes, Shahjahanpur, had passed an order raising demand of ` 18.16 lacs in respect of financial year 2007-08. The Company has preferred an appeal against the order before Additional Commissioner (Appeals), who has stayed the demand to the extent of 70% on furnishing of Security Bond with the Appropriate Authorities.

The department had preferred appeal before the Hon’ble High court on the same issue. During the current year, the Hon’ble High Court had decided the case in favour of the Company by striking down the department’s plea. In view of the order passed by the Hon’ble High Court, the appeals pending at various levels are expected to be decided in favour of the Company during the subsequent financial year.

The Company, therefore, does not anticipate any liability in future and consequently the Company has neither provided for any liability nor disclosed the same as contingent liability in the financial statements.

(b) During the year 2010-11, the Company had received an order with a demand notice for ` 875.42 lacs for the year 2007-08 from Dy. Commissioner, Commercial Tax, Shahjahanpur disallowing the Company’s claim in respect of concessional tax rate on Natural Gas. An appeal has been filed by the Company before the Additional Commissioner (Appeals), challenging the order of the Assessing Authority. On an application made for grant of stay of the demand, 90% of the demand has been stayed by the Learned Tribunal on furnishing on Security Bond and the balance 10% of the demand amount has been deposited by the Company and disclosed as “VAT Recoverable” under the head Short Term Loans and Advances in Note No 2.20 of the financial statements. The appeal has been heard and orders are awaited.

(c) During the current year under review, the Company has received an order along with a demand notice of ` 77.31 lacs in respect of VAT for the year 2007-08 (January, 2008 to March, 2008) from the Dy. Commissioner, Commercial Taxes, Shahjahanpur upon assessing the taxable turnover of the Company after including road freight paid on Urea. An appeal has been filed by the Company before Joint Commissioner (Appeal), challenging the order of the Assessing Authority.

The Company has been granted stay for 90% of the demand on furnishing Security Bond while balance 10% of the demand amount has been deposited by the Company. The same has been disclosed as “VAT Recoverable” under the head Short Term Loans and Advances in Note No. 2.20 of the financial statements.

(d) Further during the current year under review, the Company has received Entry

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KRIBHCO SHYAM FERTILIZERS LIMITED

35

Tax assessment order from Deputy Commissioner, Trade Tax Shahjahanpur with a demand of ` 344.00 lacs for the financial year 2007-08. The Tax was levied by the State Government on purchase of Natural Gas in U.P. from GAIL. Upon appeal preferred by the Company before Joint Commissioner (Appeals), Bareilly, challenging the order of the Assessing Authority and for grant of stay of the demand recovery, the stay has been granted on furnishing of Security Bond. The appeal is yet to be heard.

Pending final outcome in respect of matters enumerated at Note No. 2.32 (b), (c) and (d), based on the merit of the cases, the Company does not anticipate any liability and consequently, no provision in the books of accounts has been made. The demands, however, have been disclosed as contingent liability in the financial statements.

2.33 INCOME TAXThe Income Tax Officer (TDS), Bareilly has passed orders on 30th March, 2011 u/s 201(1) and 201(1A) of the Income Tax Act, 1961 in respect of the assessment years 2007-08 to 2009-10 directing the Company to deposit the sum of ` 37.74 crores being the amount of Tax ought to have been deducted at Source or short deducted at source (including interest thereon) from payments made to gas suppliers/

transporters for transmission of Natural Gas and also from other payments.

The Company has filed an application before the appropriate authority seeking stay of demand and also preferred an appeal before Commissioner (Appeals), Bareilly. The fifty percent of demand has been stayed with condition to deposit the balance fifty percent on or before 31/03/2012. The Company has made representation to Member (Revenue) New Delhi requesting him to keep the demand in abeyance till appeal is decided. Therefore the Company has not provided the said liability in the books of accounts and disclosed the same as contingent liability in the financial statements.

2.34 FOREIGN CURRENCY EXPOSUREThe foreign currency exposure in respect of foreign currency loan (principal) amounting to ` 18,522.09 lacs (previous year ` 37,044.66 lacs) is hedged by derivative transactions for the equivalent amount and hence there would not be any change in the loan liability to this extent of ` 18,522.09 lacs. The un-hedged loan liability amounting to ` 4,162 lacs being monetary item has been restated at exchange rate prevailing at year end. Consequently, the sum of ` 560.67 lacs has been charged to statement of Profit and Loss with corresponding credit to Loan liability. Accordingly, the loan liability stands enhanced by the same amount.

The Following foreign currency exposures are not hedged by a derivative/forwarded transaction:(` in Lacs)

Particulars 2011-2012 2010-2011Foreign Currency Loan Payable 4,162.00 7,202.67Interest payable 67.99 117.11

2.35 EMPLOYEE BENEFITS(a) Defined contribution to provident fund and

employee pension scheme:

The Company makes contribution towards Employees’ Provident Fund and Employees’ Pension Scheme. In accordance with the provisions of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company

has, during the year, recognized the sum of ` 177.13 lacs (P.Y. ` 133.14 lacs) as expense towards contributions to these plans.

(b) Defined contribution towards retirement benefits:

The following table sets out the status of the gratuity and leave encashment scheme plans as at 31st March, 2012.

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ParticularsGratuity Leave Encashment Sick Leave

2011-2012 2010-2011 2011-2012 2010-2011 2011-2012 2010-2011

Changes in the present value of obligation

Present value of obligation (Opening) 468.27 393.32 234.62 196.48 30.70 18.63

Interest cost 38.63 31.47 19.36 15.72 -- --

Past service cost -- -- -- -- -- --

Current service cost 58.73 39.08 25.55 15.30 7.22 12.07

Curtailment Cost / (Gain) -- -- -- -- -- --

Settlement Cost / (Gain) -- -- -- -- -- --

Benefits paid (29.81) (34.16) (37.81) (36.48) -- --

Actuarial (Gain) / Loss 188.83 38.56 79.80 43.60 -- --

Present value of obligation (Closing) 724.65 468.27 321.52 234.62 37.92 30.70

Amount recognised in the balance sheet

Present value of obligation as at the year end 724.65 468.27 321.52 234.62 37.92 30.70

Fair value of plan assets as at the year end -- -- -- -- -- --

(Asset) / Liability recognized in the balance sheet 724.65 468.27 321.52 234.62 37.92 30.70

Expenses recognised in the profit & loss account

Current service cost 58.72 39.08 25.56 15.30 7.22 12.07

Past service cost -- -- -- -- -- --

Interest cost 38.63 31.47 19.36 15.72 -- --

Expected return on plan assets -- -- -- -- -- --

Curtailment Cost / (Credit) -- -- -- -- -- --

Settlement Cost / (Credit) -- -- -- -- -- --

Net Actuarial (Gain) / Loss 188.83 38.56 79.80 43.60 -- --

Employee’s Contribution -- -- -- -- -- --

Total expenses recognised in the profit and loss account 286.18 109.11 124.72 75.62 7.22 12.07

Principal actuarial assumption (Rate of Discounting)

Rate of discounting 8.50% 8.25% 8.50% 8.25% 8.50% 8.25%

Expected return on plan assets -- -- -- -- -- --

Rate of increase in salaries 7.00% 7.00% 7.00% 7.00% 7.00% 7.00%

Expected Average remaining working lives of employees (years)

15 16 15 16 15 16

Reconciliation of the present value of defined benefit obligation and the fair value of assets

Present value of funded obligation as at the year end -- -- -- -- -- --

Fair value of plan assets as at year end -- -- -- -- -- --

Funded (Asset)/ Liability recognised in the balance sheet -- -- -- -- -- --

Present value of unfunded obligation as at the year end 724.65 468.27 321.52 234.62 37.92 30.70

Unrecognised past service cost -- -- -- -- -- --

Unrecognised Actuarial (Gains) / Losses -- -- -- -- -- --

Unfunded net liability recognised in the balance sheet 724.65 468.27 321.52 234.62 37.92 30.70

(` in Lacs)

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2.36 SEGMENT REPORTING The Company’s primary business segment is manufacturing of Ammonia & Urea. Based on the guiding principles given in Accounting Standard 17 on “Segment Reporting” issued by the Institute of Chartered Accountants of India, this activity falls within a single primary business segment and accordingly the disclosure requirements of Accounting Standard 17 in this regard are not applicable.

2.37 RELATED PARTY DISCLOSURE(a) List of related parties with whom transactions have taken place during the year :

key Management Personnel • Mr. V. P. Kaushik, Managing Director

Associate Enterprise : • Krishak Bharati Co-operative Ltd.

(` in Lacs)

(b) Transaction with related party 2011-2012 2010-2011(i) Associate Enterprise

• Sale of Goods • Service Charges • Reimbursement of salary & other expenses • Rent, Electricity & Other Services • Payment for purchase of plant and Machinery /stores

2,036.34430.33

97.4516.92

2.61

2,188.03309.45102.99

15.5816.81

(ii) Key Management Personnel • Remuneration 50.81 51.37

(` in Lacs) (c) Outstanding balances as at the end of the year 2011-2012 2010-2011

(i) Associate Enterprise • Credit Balance (Net) • Debit Balance

948.2612.37

794.635.95

2.38 LEASES The Company has taken office premises on cancelable operating lease where the lessee and the lessor shall be entitled to terminate the lease agreement at any point of time before expiry of the agreed term by serving three months’ notice in writing on the other party.

2.39 EARNING PER SHARE Earning per share is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year.

Sr. No. Particulars 2011-2012 2010-20111. Profit after tax (` in lacs) 2,347.95 737.162. Weighted Average Number of equity shares 80,00,57,143 80,00,57,1433. Face value per share (`) 10 104. Earnings per Share (Basic) ` 0.29 0.09

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2.40 CONTINGENT LIABILITIES AND CAPITAL COMMITMENTSA. Contingent Liabilities not provided for in respect of:

(` in Lacs) Particulars 2011-2012 2010-2011Letter of credits 6,688.92 6,129.78Disputed Trade Tax Matters (Refer Note No. 2.32 (b), (c) and (d) of Financial Statement) 1,296.73 981.17Stamp Duty on Mortgage (Refer Note No. 2.31 of Financial Statement) 19,000.00 19,000.00Income Tax demand notice (Refer Note No. 2.33 of Financial Statement) 3,774.00 3,820.00

B. Capital and Other Commitments Capital Commitments

(` in Lacs) Particulars 2011-2012 2010-2011Estimated amount of contract remaining to be executed on capital accounts (Net of Advances)

1,093.80 1,281.42

C. The Company has issued an undertaking of ` 11,184.00 lacs to Department of Fertilizers, Ministry of Chemicals and Fertilizers, Government of India (GOI) in respect of pending dispute of GOI with Oswal Chemicals & Fertilizers Limited regarding subsidy of ` 225 lacs on urea and payment of interest of ` 10,959.00 lacs by Oswal Chemicals & Fertilizers Limited. An escrow account under joint operation of the Company and Oswal Chemicals & Fertilizers Limited has been opened for the purpose of meeting the claim of the Department of Fertilizers. The balance in the said escrow account adequately covers the amount of undertaking.

2.41 REMUNERATION TO MANAGING DIRECTOR(` in Lacs)

Sr. No. Particulars 2011-2012 2010-20111. Salaries & Allowances 47.78 48.402. Contribution to P.F. & Other Funds 2.88 2.833. Medical and Welfare Expenses 0.15 0.14

Total 50.81 51.37

Note: The aforesaid remuneration does not include the value of leave encashment and gratuity since it is determined on the basis of actuarial valuation for all employees, including Directors.

2.42 STATUTORY AUDITOR REMUNERATIONSr. No. Particulars 2011-2012 2010-20111. As Auditors 8.43 7.722 Tax Matters 4.72 3.973 Certification Fees 0.55 0.664 Out of Pocket Expenses 0.13 0.61

Total: 13.83 12.96

Note : Inclusive of Service Tax

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2.43 In the opinion of Board of Directors and to the best of their knowledge & belief the value on realization of Current Assets and Other Loans and Advances will not be less than the amount at which they are stated in Balance Sheet.

Balances of some of the Contractors/ Customers/ Suppliers/ Receivables/ Payable and deposits with others are subject to confirmation/ reconciliation and consequential adjustments, if any, which in the opinion of management would not be material.

2.44 In case of major debtors, confirmations have been received and no material adjustment remains pending. With regard to Creditors, certain major accounts have been reconciled and no material adjustment is foreseen for remaining cases.

2.45 Additional information, to the extent applicable, required under para 5(8) of Part-II of the Schedule VI to the Companies Act, 1956.

A. Particulars of Stock & Sales

Particulars2011-2012 2010-2011

Quantity( M.T) Amount(` in Lacs)

Quantity ( M.T)

Amount (` in Lacs)

Opening StockUrea -- NIL 985.400 73.904Ammonia 2,565.261 276.36 984.072 94.574

Total : 2,565.261 276.36 1,969.472 168.478Closing StockUrea 2,431.600 228.78 -- NILAmmonia 3,393.253 418.02 2,565.261 276.36

Total : 5,824.853 646.80 2,565.261 276.36Sales (Net of Excise)Urea1 10,12,461.900 1,20,965.30 10,28,893.80 1,06,085.34Ammonia2 26,873.600 5,480.39 13,562.25 2,322.48

Total : 10,39,335.500 1,26,445.69 10,42,456.05 1,08,407.82

1. Excludes Transit & 64.80 91.450 Other Losses (MT)2. Excludes Captive 5,90,268.408 5,91,936.861 Consumption (MT)

B. Raw Material Consumption (100% indigenous)(` in Lacs)

Particulars2011-2012 2010-2011

Quantity Value (`) Quantity Value (`)Natural Gas (MSM3) 417.99 47,176.30 415.330 40,453.71

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C. CIF Value of Imports

(` in Lacs) Particulars 2011-2012 2010-2011Capital Goods 172.75 239.81Stores and Spares 145.97 98.54

Total : 318.72 338.35

D. Analysis of Imported & Indigenous Spares consumption:

(` in Lacs)

Particulars2011-2012 2010-2011

Value (`) % of Total Value (`) % of TotalImported 44.90 4.23 126.87 9.58Indigenous 1,017.41 95.77 1,197.44 90.42

Total : 1,062.31 100.00 1,324.31 100.00

E. Expenditure in foreign currency (on payment basis)

(` in Lacs) Particulars 2011-2012 2010-2011Interest 651.45 1,406.71Professional charges 25.72 6.84Fees for Technical Services 169.40 15.42Foreign Travelling 14.58 1.96

Total : 861.15 1,430.93

F. Earnings in Foreign Exchange: ` 23.64 (Previous year ` Nil)

2.46 Information as required to be disclosed under the Micro, Small and Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

(` in Lacs)Particulars 2011-2012 2010-2011Unpaid to supplier as at the end of the accounting yearPrincipal Amount Due NIL NILAmount of interest paid NIL NIL

Total: NIL NIL

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FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARDFirm Registration No. 101895WChartered Accountants

SANDIP A. PARIKH B. D. SINHA ALOK TANDON V. P. KAUSHIK Partner Director Director Managing Director Membership No. 40727 RAJAN CHOWDHRY BIPIN C. PHULORIA Chief Financial Officer Company Secretary

Place : New Delhi Place : Noida Date : 29th June, 2012 Date : 29th June, 2012

2.47 STATEMENT OF MANAGEMENT (a) The current assets, loans and advances are

good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent stated other wise in the Accounts. Subject to the notes regarding depreciation, other notes and the method of accounting followed by the Company, provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Profit & Loss Account and Cash Flow statement read together with the schedules to the accounts and notes thereon, are drawn up so as to disclose the information required under the Companies Act, 1956 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and results of the Company for the year under review.

2.48 Previous year figures have been regrouped, reclassified and reworked wherever necessary for comparative purpose.