1. CORPORATE INFORMATION
Adhunik Metaliks Limited (the Company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its equity shares are listed on stock exchanges in India. The Company is primarily engaged in the manufacture and sale of steel, both alloy & non alloy.
2. SIGNIFICANT ACCOUNTING POLICIES
A) Basis of Preparation
The financial statements of the company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention, except in case of fixed assets for which revaluation is carried out. Further, insurance & other claims, on the ground of prudence or uncertainty in realization, are accounted for as and when accepted / received. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.
B) Use of Estimates
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period and the results from operations during the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
C) Tangible Fixed Assets
(i) Tangible Fixed Assets are stated at cost (or revalued amount, as the case may be), less accumulated depreciation and impairment, if any. The cost of acquisition comprises of purchase price inclusive of duties (net of CENVAT / VAT), taxes, incidental expenses, erection/commissioning expenses/trial run expenses and borrowing cost, etc. up to the date the asset are ready for intended use. In case of revaluation of tangible fixed assets, the cost as assessed by the approved values is considered in the accounts and the differential amount is credited to revaluation reserve.
The Company identifies and determines cost of each component of the asset separately, if the component has a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset. These components are depreciated separately over their useful lives; the remaining components are depreciated over the life of the principal asset.
The carrying amounts of assets are reviewed at each balance sheet date to determine if there is any indication of impairment based on external / internal factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount which represents the greater of the net selling price of assets and their 'Value in use' The estimated future cash flows are discounted to their present value using pre tax discount rates and risks specific to the asset.
(ii) Machinery spares which can be used only in connection with an item of fixed assets and whose use as per technical assessment is expected to be irregular, are capitalized and depreciated over the residual useful life of the respective assets.
(iii) Expenditure on new projects and substantial expansion:
Expenditure directly relating to construction activity are capitalized. Indirect expenditure incurred during construction period are capitalized as part of the indirect construction cost to the extent to which the expenditure are related to construction activity or are incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction period which are not related to the construction activity nor are incidental thereto, are charged to the Statement of Profit and Loss. Income earned during construction period is deducted from the total of the indirect expenditure.
D) Intangibles
(i) Acquired computer software’s and licenses are capitalized on the basis of costs incurred to bring the specific intangibles to its intended use. These costs are amortized on a straight line basis over their estimated useful life of three years.
(ii) Net Present Value paid to the various State Governments for restoration of forest as a pre-condition of granting license for mining in non-broken forest area (Mining Rights) are capitalized and amortized prospectively on a straight line basis over the remaining lease period.
E) Depreciation
(i) Depreciation is provided prorata basis on straight line method at the rates determined based on estimated useful lives of tangible assets where applicable, specified in Schedule II to the Act.
(ii) Leasehold Land is amortized over the tenure of respective leases.
(iii) Mining lease and Development is amortized over the tenure of lease or estimated useful life of the mine, whichever is shorter.
(iv) Intangible assets (computer software’s) are amortized on straight-line method at the rates determined based on estimated useful lives which vary from 2 years to 5 years.
F) Foreign Currency Transactions
i) Initial Recognition
Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.
ii) Conversion
Foreign currency monetary items are reported using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or other similar valuation denominated in a foreign currency, are reported using the exchange rate at the date when such value was determined.
iii) Exchange Differences
Exchange differences arising on the settlement of monetary items or on reporting of such monetary items at rates different from those at which they were initially recorded during the year or reported in previous financial statements are recognized as income or as expenses in the year in which they arise.
iv) Forward Exchange Contracts not intended for trading or speculation purposes
The premium or discount arising at the inception of forward exchange contracts is mortised as expense or income over the life of the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.
G) Investments
Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline 'other than temporary' in the value of the investments.
H) Inventories
(i) Raw materials, stores and spares and trading goods are valued at lower of cost computed on moving weighted average basis and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.
(ii) Finished goods, work in progress and by products are valued at the lower of cost computed on weighted average basis and net realizable value. Cost includes direct materials and labour and a part of manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty.
(iii) The Closing stock of materials inter-transferred from one unit to another is valued at cost of the transferor unit or net realizable value, whichever is lower.
(iv) Net realizable value mentioned above is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated cost necessary to make the sale.
I) Borrowing Costs
Borrowing costs relating to the acquisition / construction of qualifying assets are capitalized until the time all substantial activities necessary to prepare the qualifying assets for their intended use are complete. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue.
J) Excise Duty and Custom Duty
Excise duty is accounted for at the point of manufacture of goods and accordingly is considered for valuation of finished goods stock lying in the factories as on the balance sheet date. Similarly, customs duty on imported materials in transit / lying in bonded warehouse is accounted for at the time of import / bonding of materials.
K) Earnings per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
L) Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.
Sale of Goods
Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have passed to the buyer, which generally coincides with delivery. Sales are net of returns, claims, trade discounts, Sales Tax and VAT etc. Export turnover includes related export benefits.
Sale of Services
Revenue is recognized when it is earned and no significant uncertainty exists as to its realization or collection Interest Income
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Dividends
Dividends are recognized when the shareholders' right to receive payment is established by the balance sheet date.
M) Retirement and other Employee Benefits
i) Retirement benefit in the form of Provident Fund is a defined contribution scheme and is charged to the Statement of Profit and Loss of the year when the contributions to the respective fund is due. The Company has no obligation other than the contribution payable to respective fund.
ii) Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation, as per projected unit credit method made at the balance sheet date.
iii) Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation, as per projected unit credit method.
iv) Actuarial gains/losses are immediately taken to the Statement of Profit and Loss and are not deferred.
N) Stock Compensation Expenses
Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance Note on Accounting for Employee Share - based Payments, issued by the Institute of Chartered Accountants of India. The Company accounts for stock compensation expenses based on the fair value of the options granted, determined on the date of grant. Compensation cost is mortised over the vesting period of the option on straight line basis. The accounting value of the options outstanding net of the Deferred Compensation Expenses is reflected as Employee Stock Options Outstanding.
O) Taxation
(i) Tax expense comprises of Current and Deferred Tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the provisions of the Indian Income Tax Act, 1961.
(ii) Deferred income taxes reflect the impact of current year timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years. Deferred tax is measured using income tax rates enacted or substantively enacted at the Balance Sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.
(iii) The carrying amounts of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonable certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonable certain or virtually certain, as the case may be, that sufficient future taxable income will be available.
(iv) Minimum Alternative tax (MAT) credit is recognized as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit Entitlement. The company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that the company will pay normal income tax during the specified period.
P) Segment Reporting Identification of Segments
The Company has identified Iron & Steel products as its sole operating segment and the same has been treated as primary segment.
The Company's secondary geographical segments have been identified based on the location of customers and then demarcated into Indian and overseas revenue earnings.
Q) Leases
(i) Finance Lease
Assets acquired under finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to the ownership of the leased items, are capitalized at the lower of the fair value and present value of the minimum lease payments after discounting them at an interest rate implicit in the lease at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to expenses account.
Leased assets capitalized are depreciated over the shorter of the estimated useful life of the asset or the lease term.
(ii) Operating Lease
Leases where the less or effectively retains substantially all the risks and rewards incidental to the ownership of the leased assets are classified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss on straight line basis over the lease term.
R) Cash and Cash Equivalents
Cash and cash equivalents as indicated in cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.
S) Impairment of Assets
The carrying amounts of assets are reviewed at each Balance Sheet date to determine if there is any indication of impairment based on external/internal factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount which represents the greater of the net selling price and 'Value in use' of the respective assets. The estimated future cash flows considered for determining the value in use, are discounted to their present value at the pre tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.
After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful life.
T) Derivative Instruments
In accordance with the ICAI announcement, derivative contracts, other than foreign currency forward contracts covered under Accounting Standard 11, are marked to market on a portfolio basis, and the net loss, if any, after considering the offsetting effect of gain on the underlying hedged item, is charged to the Statement of Profit and Loss. Net gain, if any, after considering the offsetting effect of loss on the underlying hedged item, is ignored.
U) Provision
A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
V) Contingent Liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. The company does not recognize a contingent liability but discloses its existence in the financial statements.
(a) Terms/Rights attached to equity shares
(i) The Company has only one class of equity shares having a par value of Rs,10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the General Meeting.
(ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(iii) During the period ended 31st March, 2016 the amount of dividend per share recognized as distribution to equity shareholders is Rs, Nil per share ^ Nil per share).
(b) Aggregate number of bonus shares issued and shares issued for consideration other than cash during the period of five years
immediately preceding the reporting date is Nil.
As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
(d) Employee Stock Options Scheme
For details related to shares reserved for issue under Employee Stock Option Plan (ESOP) of the Company (Refer Note 34).
(A) Secured Term Loans
During the financial year 2014-15, the Company was referred to the Corporate Debt Restructuring Forum (CDR), a non statutory voluntary mechanism set up under the aegis of the Reserve Bank of India, for the restructuring of its corporate debt w.e.f. 1st August 2014 and pursuant to which the CDR package was approved vide the letter of approval of CDR cell dated 20th March 2015 and a Master Restructuring Agreement (MRA) dated 30th March 2015 was executed to give effect to the CDR package. The CDR Package includes reliefs/measures such as reduction of interest rates, funding of interest, rearrangement of securities etc. On restructuring the following loans have been recorded in the books of the Company under long term borrowings as on March 31, 2016:
Restructured Term Loan :
In terms of the CDR Package, outstanding term loan of the Company amounting to Rs, 80,056.53 lacs (Rs, 78,294.10 lacs) as on August 1, 2014 (cut-off date) which falls due to payment on or after the cutoff date has been restructure into new term loan (herein after referred to as "Restructure Term Loan").
Working Capital Term Loan (WCTL):
In terms of the CDR Package, the overdrawn portion of the Cash Credit Accounts of the Company amounting to Rs, 30,470.00 lacs (Rs, 30,470.00 lacs) has been carved out into separate Working Capital Term Loans (WCTL-I) and LC/BG devolved amounting to Rs, 33,126.55 lacs (Rs, 33,126.55 lacs) from cut-off date till March 31, 2015 has been carved out as Working Capital Term Loan - II (WCTL- II).
Funded Interest Term Loan (FITL):
In terms of the CDR Package, funding of interest has been provided for :
- Interest on restructure term loans for a period of 24 months from the cut-off date i.e. from August 01, 2014 to July 31, 2016;
- Interest on WCTL-I & on WCTL-II for a period of 24 months from the cut-off date i.e. from August 01, 2014 to July 31, 2016;
- Interest on regular cash credit limit for a period of 8 months from the cut-off date i.e. August 01, 2014 to March 31, 2015; Till March 31, 2016 Rs, 20,048.39 lacs (Rs, 11,485.80 lacs) interest on above loans have been funded from FITL.
Priority Term Loan :
In terms of the CDR Package, Priority Term Loan amounting to Rs, 3,777.00 lacs with a moratorium period of 2 years has been sanctioned to meet payment obligations towards statutory liabilities, pressing creditors and employees dues. Till date, Rs, 3,861.49 lacs ( Rs, 2,102.50 lacs) loan has been availed out of above mentioned Priority Term Loan.
Capex Term Loan :
In terms of the CDR Package, Capex Term Loan amounting to Rs, 6,096.00 lacs has been sanctioned with a moratorium period of 2 years. During the year Rs, 524.00 loan has been availed out of above mentioned Capex Term Loan.
(B) Nature of security
i) The rupee term loan from CDR lenders amounting to Rs, 168,086.96 lacs (Rs, 155,478.95 lacs) are secured by charge over the entire assets of the Company and over all the assets of the wholly owned subsidiary Company, Orissa Manganese & Minerals Limited (except assets exclusively charged to ICICI Bank) and Zion Steel Limited, the enterprises over which Key Management Personnel have significant influence, both present and future, ranking pari passu with the charges in favor of other existing CDR lenders (including working capital lenders) under obligor and co-obligor structure.
ii) The term loans from Non-CDR lender (SREI) amounting to Rs, Nil lacs (Rs, 1,762.43 lacs) are secured by first charge over all the fixed assets of the Company and over all the fixed assets of the wholly owned subsidiary Company, Orissa Manganese & Minerals Limited, and Zion Steel Limited, the enterprises over which Key Management Personnel have significant influence, both present and future, ranking pari passu with the charges created / to be created in favor of other existing and proposed banks and financial institutions and second pari-passu charge on all the current assets of the Company, Orissa Manganese & Minerals Limited and Zion Steel Limited under obligor co-obligor structure.
iii) 8,302,264 shareholdings of promoters and promoter group in the Company has been pledged as security to CDR lenders.
iv) The rupee term loans from ICICI Banks amounting to Rs, 20,860.19 lacs (Rs, 18,841.71 lacs) are further secured by exclusive charged on the fixed assets of the mining division of the wholly owned subsidiary Company, Orissa Manganese & Minerals Limited and pledge of 30% shares of the pre merged entity, i.e. Orissa Manganese & Minerals Limited. However, post-merger (Refer Note No. 39), proportionate shares would continue to be pledged with ICICI Bank as per the scheme of merger.
v) The rupee Term Loans of Rs, 168,086.96 lacs (Rs, 157,241.38 lacs) from banks and financial institutions are further secured by the personal guarantee of one or more promoter directors of the Company.
vi) Finance against equipments/vehicles/housing are secured by hypothecation of the respective equipments/vehicles/housing.
(C) Terms of repayment of rupee loans from banks/financial institutions and rate of interest charged Terms of repayment of rupees term loan
i) The Restructure Term Loan, Working Capital Term Loan, Priority Term Loan and Capex Term Loan are to be repaid over a period of 8 years by way of 32 structured quarterly installments commencing from September 30, 2016 upto June 30, 2024 as per the Repayment Schedule given below:
Rate of Interest charged
i) The Restructured Rupee Term Loan from CDR lenders amounting to Rs, 80,056.53 lacs shall carry floating interest rate of 11% p.a. w.e.f. the cut-off date till March 31, 2017, 11.50% p.a. for next three years and 12% p.a. for the balance years and shall be linked to individual bank base rate.
ii) The Working Capital Term Loan (WCTL-I & WCTL-II) amounting to Rs, 63,596.55 lacs and FITL amounting to Rs, 20,048.39 lacs from CDR lenders carry floating interest rate, linked to individual bank base rate, of 11% p.a.
iii) The Priority Term Loan from CDR lenders amounting to Rs, 3,861.49 lacs carry floating interest rate, linked to individual bank base rate, of 11.25% p.a.
iv) The Capex Term Loan from CDR lenders amounting to Rs, 524.00 lacs as on March 31, 2016 shall carry floating interest rate, linked to individual bank base rate, of 11.25% p.a.
(D) Unsecured Loans from Body Corporate Rs, 777.00 lacs (Rs, 777.00 lacs ) represent amount brought in by the promoters group pursuant to MRA executed by the Company. Refer Note A above.
(E) Vehicle/Equipment/Housing loans carry interest ranging between 8.46% to 12.00% per annum and are secured by the respective fixed assets purchased there against. Following is the repayment schedule of such loans:
* The classification of provision for employee benefits into current / noncurrent have been done by the actuary of the Company based on the estimated amount of cash outflow during the next twelve months from the balance sheet date.
(a) Cash credit from banks of Rs, 46,508.73 lacs (Rs, 36,691.48 lacs) which is repayable on demand are secured by charge over the entire assets of the Company and over all the assets of the wholly owned subsidiary Company, Orissa Manganese & Minerals Limited (except assets exclusively charged to ICICI Bank) and Zion Steel Limited, the enterprises over which Key Management Personnel have significant influence, both present and future, ranking pari passu with the charges in favor of other existing CDR lenders (including term loan lenders) under obligor and co-obligor structure.
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