| 1. General information
a) The financial statements have been prepared and presented as per the
provisions of Schedule III of the Companies Act, 2013.
b) All amounts in the financial statements are presented in rupees,
except as otherwise stated.
2. Company overview
Ennore Coke Limited ('the Company') is an entity whose equity shares
are listed in the Bombay Stock Exchange Limited (BSE). The Company is
engaged in the activity of manufacturing and trading of Metallurgical
Coke. The installed capacity of Non- Recovery coke oven Plant at
Haldia, West Bengal is 130,000 TPA. The Company commenced the
commercial production of Metallurgical Coke during 2009-2010.ln the
month of August 2011, the company commissioned a Co-Generation power
plant of 12MW capacity at Haldia. The Company shares were acquired by
Haldia Coke and Chemicals Private Limited in 2010-1 land presently its
shareholding is 60.86%. Consequent to the above Ennore Coke Limited is
a subsidiary company of Haldia Coke and Chemicals Private Limited
A) TERMS/RIGHTS ATTACHED TO EQUITY SHARES
The company is presently having one class of equity shares having a par
value of Rs. 10/- per share. Every Equity shareholder is entitled to
one vote pershare.
In the event of winding up of the company, the Equity Shareholders will
be entitled to receive the assets of the company. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
B) TERMS/RIGHTS ATTACHED TO PREFERENCE SHARES
(i) The cumulative redeemable preference shareholders are entitled to a
cumulative preference dividend of higher of
* equal to 10% per annum and
* the sum of
* equivalent dividend calculated on equity assuming that the CRPS had
been used instead to subscribe to equity shares of the Company on the
date of their issue based on price, calculated under Issue of Capital
and Disclosure Requirements (ICDR) and
* the difference between the trailing 6 week Volume-Weighted Average
Market Price (VWAP) of the shares of the Company as on the date of
issue and allotment of the CRPS and as on the date of redemption. (The
above will be adjusted for reorganisation of capital events).
* The dividend of minimum 10% is payable every year, and the additional
dividend, if any on redemption calculated as above.
(ii) The above cumulative redeemable preference shares have free
transferability and are unlisted.
(iii) The cumulative redeemable preference shareholders have voting
rights only in respect of those resolutions which directly affect the
rights attached to the cumulative redeemable preference shares.
(iv) The above cumulative redeemable preference shares are redeemable
not later than ten years from the date of issue i.e. December 18, 2013.
However, the preference shareholders have an option for early
redemption:
* When there is a change in control of the company or
* When there is any fresh issuance of securities by the company or
* after 5 years in minimum tranches of Rs. 10 Crores and in multiple of
Rs.10Crores.
(v) Until such redemption, the cumulative redeemable preference
shareholders will have preference over the equity shareholders in the
assets of the company, in the event of winding up.
C) EMPLOYEES STOCK OPTION SCHEME
In the Annual General Meeting held on September 15, 2008, the Company
had obtained the assent of the shareholders to issue Employee Stock
Option Scheme (ESOS) to the extent of 5% of the paid up Share capital.
However, the approval from BSE is yet to be obtained and the Company
proposes to make the scheme operative upon getting the approval from
BSE.The Board of Directors in their meeting held on 31st March 2015
have cancelled the above ESOS and the scheme is no more operative.
D) SHARES RESERVED FOR ISSUE UNDER OPTIONS AND CONTRACTS - NIL
E) SHARES CONVERTIBLE INTO SECURITIES - NIL
F) CALLS UNPAID - NIL
3. A) Term Loans with State Bank of India, State Bank of Hyderabad,
Union Bank of India and Indian Overseas Bank (collectively consortium
banks) are secured by charges -
i. First charge on entire fixed assets of the company, both present
and future, at the Alichak, Haldia on paripassu basis between
consortium banks.
ii. Extension of First charge on entire current assets of the company,
both present and future, on paripassu basis between consortium banks.
iii. Unconditional irrevocable personal guarantee for total borrowings
given by Mr. Ganesan Natarajan, erstwhile whole time Director (up to
31-Jul-13) and
iv. Corporate guarantee for total borrowings given by Haldia Coke and
Chemicals Private Limited, the holding company.
v. The term loans have been fully settled as on 3181 March 2015.
B) Additional Security by way of pledge of 46 50 000 equity shares
of Rs.10/- each of the company, held by its Holding company M/s Haldia
Coke and Chemicals Private Limited in favour of State Bank of India,
Kolkata towards extension of banking facilities.
C) Disclosure in respect of continuing default, period of repayment
and applicable interest rate is as follows: NIL
4. A) Working Capital facilities including Cash Credit facilities
with State Bank of India, State Bank of Hyderabad, Union Bank of India
and Indian Overseas Bank (collectively consortium banks) are secured by
charges -
i. First charge on entire current assets of the company, both present
and future, on paripassu basis between consortium banks.
ii. Extension of first charge on entire fixed assets of the company,
both present and future, at the Alichak, Haldiaon paripassu basis
between consortium banks.
iii. Unconditional irrevocable personal guarantee for total borrowings
given by Mr. Ganesan Natarajan, erstwhile whole time Director (upto
31-Jul-13)and
iv. Corporate guarantee for total borrowings given by Haldia Coke and
Chemicals Private Limited, the holding company.
B) Additional Security by way of pledge of 46 50 000 equity shares
of Rs.10/- each of the company, held by its Holding company M/s Haldia
Coke and Chemicals Private Limited in favour of State Bankof India,
Kolkata towards extension of banking facilities.
5.a. Deferred tax asset on the losses incurred during the year has not
been recognised, as the future taxable income will not be sufficient
against which the deferred tax asset can be realised.
b. Deferred tax asset of Rs. 15 57 22 180/- on account of carried
forward business losses and depreciation as per the Income Tax Act is
continued to be carried forward and no adjustment for the reversal has
been considered during the year, as the management is of the opinion
that the company's taxable income in the ensuing financial years would
be adequate enough to absorb the same
6. CONFIRMATION OF BALANCES
The Company has not obtained confirmation of balances in respect of:-
a) Loans & Advances amounting to Rs. 6 09 42 527 /-
b) Trade Payables amounting to Rs. 10 36 84 384/-
c) Deposits amounting to Rs. 18 78 308/-
Pending receipt of confirmation and reconciliation of balances, no
adjustments have been carried out to the carrying values of the above
amounts forthe year ended 31 March 2015. Inthe opinion of the
Management, the amounts stated in the Balance Sheet are fully
realisable/ payable.
7. TAXATION
a) No provision for Income Tax (Previous year "Nil") has been made for
the year under review as there is no taxable income under the normal
provisions of the Income Tax Act 1961 Tax as well as under section
115JBofthe Income Tax Act, 1961(Minimum Alternate Tax).
b) Income tax assessments up to 31st March 2013 have been completed and
additional demands have been raised .disputed and under appeal is Rs.
2811 95 610/-. The company is confident of winning the appeals and
hence no provision is considered necessary forthe above amount.
8. CONTINGENT LIABILITIES
Particulars March 31,2015 March 31,2014
1. Guarantees issued by the
Company on behalf of
a. Fellow Subsidiaries
(i) Wellman Coke India Ltd -
State Bank of India 151 59 00 000 151 59 00 000
(ii) laeger Minerals Inc,
USA - Axis Bank 62 59 08 000 60 09 98 000
b. others 45 63 398 43 46 013
2. Letters of Credit issued
by Banks and outstanding 53 19 58 560 40 24 10 400
3. Excise duty payable for export
of coke cleared under bond 1 22 04 021 1 22 04 021
4. Claims against the Company not
acknowledged as debts Not Quantifiable Nil
5. Demand Notice issued for
payment of Income Tax - A.Y.
2010-1 land appeal made
by the company against
the demand Nil 6 63 47 153
6. Demand Notice issued for payment
of Income Tax - A.Y. 2011-12and
appeal made by the company
against the demand 23 84 17 370 23 84 17 370
7. Demand Notice issued for payment
of Income Tax - A.Y. 2012-13
and appeal made by the company
against the demand 4 27 78 240 Nil
8. Demand Notice issued for payment
of Service Tax - A.Y. 2009-10 to
AY 2012-13 and appeal made by the
company with the CESTAT against
the demand. 99 61 269 Nil
9. Ad-hoc VAT Payments made to West
Bengal VAT authorities disputed
and under appeal with the Appellate
Tribunal. 77000000 77000 000
10. Ad-hoc VAT Payments made to Gujarat
VAT authorities Nil 27 04 595
11. Accumulated preference dividend
on 10% cumulative redeemable
preference shares - pro rata
from the date of allotment up to
the balance sheet date. 12 84 93 151 2 84 93 151
9. OPERATING LEASE
The Company has its office premises under operating lease arrangement
which is cancellable at the option of the Company, by providing 3
months prior notice. The Company is incurring lease rent for the
leasehold land referred in note14 of Notes to Financial Statements
which is a non-cancellable lease, for which AS 19 is not applicable.
10. RELATED PARTY DISCLOSURES
1. Holding Company Haldia Coke and Chemicals Private Limited
2. Fellow Subsidiaries Wellman Coke India Limited
Mississippi Minerals Inc., USA
(formerly Tiger American Minerals Inc., USA)
laeger Minerals Inc., USA
(formerly Shriram minerals Inc., USA)
Asia Coke Limited
Aditya Coke Private Limited
Mahala Coke Products Private Limited
3. Associate Enterprise Shriram EPC Limited
4. Enterprises having
ability to exercise control Premier Energy and Infrastructure Limited
EMAS Engineers & Contractors Private
Limited
Shriram Auto Finance, partnership firm
11.DISCLOSURES UNDER LISTING AGREEMENT
As required by the amendment to Clause 32 of the listing agreement vide
SEBI circular no. 2/2003 of 10th January, 2003, the following
disclosure has been made:
* Loansandadvancesinthenatureofloanstosubsidiaries: Nil
* Loans and advances in the nature of loans to associates:
* Loans and advances in the nature of loans to firms/companies in which
directors are interested: Nil
* lnvestmentsbyLoaninthesharesoftheCompanyason31 March2015: Nil
12. SEGMENT REPORTING
The Company is engaged in the business of manufacturing and trading of
coke/coal and generation of power, which as per Accounting Standard 17
on "Segment Reporting" are considered to be different reportable
business segment.
The Company is operating in India which is considered as a single
geographical segment.
13. ASSIGNMENT OF TRADE RECEIVABLES
Based on the approval given by the shareholders in the EGM dated 2nd
December 2014 ,the Company has assigned during the year ,certain trade
receivables amounting to Rs. 199 20 64 338/- to its Holding Company M/s
Haldia Coke & Chemicals Private Limited in partial settlement of the
loans availed from them. However, confirmation from the respective
parties for the above assignment are available for a sum of Rs. 79 09
73 728/-.
14. Based on a legal opinion, an amount of Rs.7 70 00 000/- paid to
West Bengal VAT Authorities in an earlier financial year is being
disputed by the Company and is carried over as advance. In the opinion
of the management, the amount is fully recoverable and hence no
provision is considered necessary forthe same.
15. CHANGE IN ACCOUNTING POLICIES
(i) Consequent to the applicability of the Companies Act, 2013 with
effect from 1st April 2014, depreciation forthe year ended 31 March
2015 has been calculated based on the useful life as specified under
Schedule II of the said Act. As a result, the depreciation charge
forthe year is higher by Rs. 4 39 097/-.Further based on the
transitional provision as per Note 7(b) of Schedule II , an additional
depreciation amount of Rs.11 39 002/-has been debited to the opening
balance of the retained earnings as on 1st April 2014 where the
remaining useful life of the assets are Nil.
(ii) The Company has been hitherto adopting the policy of treating the
purchase of Stores and Consumables as expenditure without accounting
for their stock materials at the close of the accounting period.
However, the Company has changed during the current year, the method of
accounting, by recognising in the books the value of such stocks
physically available at the stores every month. As a result, the loss
forthe year is lower by Rs. 20 31 788/- and the inventory is higher by
the same amount.
(iii) The Company has been hitherto adopting the policy of accounting
the finance charges in respect of letters of credit opened by the
company as expenditure. However from the current year, the finance
charges are accounted as expenditure on a pro-rata basis corresponding
to the tenor of the instrument and the charges relating to the
unexpired period is carried over. As a result, the loss for the year is
lower by Rs. 5 30 991/- and the current asset is higher by the same
amount.
(iv) The Company has been hitherto recognising interest income on the
loans due net of interest paid on loans received from a fellow
subsidiary. However form the current year, the Company has not
recognised such interest, taking a prudent and conservative view. The
interest income (net of interest expense) not recognised amounts to Rs.
11 21 17 180/-. As a result, the loss is overstated and the current
asset is understated by the same amount.
16. LITIGATION
There are legal cases against the company which have arisen in the
ordinary course of business and have been disputed by the Company. The
Company has made adequate provision in the books wherever required. The
company's management does not reasonably expect that these legal
actions, when ultimately concluded and determined, will have a material
and adverse effect on the company's results of operations orfinancial
position.
17. RE-GROUPING
The figures of previous year including cash flow also have been
re-grouped and re-classified wherever considered necessary to conform
with thefigures in accordance with the requirements applicable forthe
current year
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