b) Rights, preferences and restrictions attached to shares Equity shares
The Company has only one class of equity shares having a par value of ' 1/- per share. Each shareholder of equity share is entitled for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Preference Shares
The Company has only one class of Unlisted 8% Redeemable Cumulative Non-Participating Non-Convertible Preference Shares redeemable at the end of 15 years from the date of allotment, carrying no voting rights, of face value of Rs.10/- each issued on private Placement basis to Promoter Group & Associates whether or not they are member(s) of the Company.
Accumulated dividend on proportionate basis of issued Preference Shares as on balance sheet date amounts to Rs.2,118,251,246.
c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
As per the 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.
As the company has incurred Losses during the year, the company has not created Debenture Redemption Reserve during the year.
1. Interest rates on Rupee term loans from banks vary in the range of 11.4% p.a. to 16.35% p.a. (linked with BPLR). The said loans are repayable in quarterly installments with a maximum tenure of 8 years. Part of the said loans are also secured by way of second charge on the current assets of the Company, both present and future, on pari passu basis and/or the personal guaranties of the Promoter Directors of the Company.
2. Interest rate on Redeemable Non-Convertible Debentures is 12%. The said debentures are redeemable in 20 quarterly installments starting from November 05, 2010 and last installment due on August 05, 2015.
3. Interest rates on External Commercial Borrowings vary in the range of 5.35% p.a. to 6.62% p.a. (linked with LIBOR). The said ECBs are repayable in half yearly installments starting from May 20, 2012 with a maximum tenure of 6 years.
4. The company has defaulted in repayment of certain debt obligations towards installments and interest. Certain Banks and Financial Institutions have initiated legal action against the Company and/or its directors for recovery of these debt. However, the Company is in continues dialogue with the lenders for bilateral restructuring of its debt. Certain banks have already restructured its debt.
5. The company has executed Rupee Term Loan Agreement on January 09, 2015 with certain lenders including ECB lenders under obligor co-obligor structure for facilities granted to domestic group companies of Sandesara Group to which Company belongs. Accordingly, the securities and future cash flows are charged in favour of the lenders participating in Obligor co-obligor structure and the interest rate for facilities extended by these lenders is at 12% p.a.
6. The Company has completed the Cashless Exchange Offer by issue of the Zero Coupon Convertible Bonds due 2019 aggregating to US$ 206,464,000 (Fresh FCCBs) in exchange of outstanding Zero Percent Foreign Currency Convertible Bonds due 2012. As per the terms of the Cashless Exchange Offer, now the Company's obligation to the holders of the existing bonds with respect to payment of principal, interest, default interest and premium on existing bonds stands disregarded in full and no other amounts shall be payable to the holders of existing bonds. The summery of Fresh FCCBs due 2019 are as under:
i) The FCCBs carry a 0% coupon with a yield of 5.43% per annum (calculated on semi-annual basis).
ii) The FCCBs will mature on March 25, 2019.
iii) The FCCBs are convertible into equity shares or GDRs of the Company. During the year pursuant to conversion of USD 153,000 FCCBs, the Company has issued 122,400 equity shares. After conversion, the outstanding FCCBs are USD 201,082,000.
iv) The FCCBs are convertible at any time after May 05, 2014 at a conversion price of Rs.60.00 per share with fixed rate of exchange on conversion of ' 48/- per USD.
v) The FCCBs are admitted for trading on the Euro MTF market of Luxembourg Stock Exchange.
7. Interest rates on Working capital Borrowings from Banks vary in the range of 13.65% p.a. to 19.00% p.a. (linked with BPLR). The said loans are repayable on demand and also secured by way of a second charge on the fixed assets of the Company, on pari passu basis. Part of the said loans are additionally secured by way of a personal gurantees of the two Directors of the Company.
8. Interest rate on the Short Term Loans from Banks repayable during 2016 and 2015 vary in the range of 13.25% to 15%.
Note : Additions to Plant & Machinery includes Borrowing cost and exchange variation on foreign currency loans for expansion projects.
Initially, during the year 2013, the Company has decided to develop an improved process of manufacturing of Gelatin with higher yield and effective colors and viscosity, which is typically high for high Bloom gelatins, to retain higher profits and sales realization from it. The international standards are also becoming stringent and more demanding in terms of parameters. The Company is always improving its product and it's a continuous effort. Considering the same, the Company has identified the new process for proper Ph, Moisture control, lesser ASh, Control Sulpher dioxide content (So2), acceptable microbiological properties and accordingly charged the bone and the same was lying in the process with various utilities application as Work In Process stage for development to improvise yield and technical properties. While gelatin is very stable in its gel form, various factors such as pH, temperature or bacterial environment may cause an hydrolysis of the protein chain yielding not only a decreased viscosity but also a decrease in Bloom. However, the company continued to invest the funds in inventory of Bone, Lime, HCL and utilities in work in process stage as the improvement seen at work in process stage was highly encouraging and the technical team of the Company was convinced that the development is in right direction.
During the year 2014, due to the stringent pollution control norms for ETP plant, the Company was forced to keep material for longer period of even more than 210 days. Resultant in the process, instead of development of better ossien, all gelatin licked up during liming process. Ossien was lying without any other process and liming reaction was continued. Accordingly, Company was forced to take decision to dispose off the material without further extraction of Gelatin to avoid contamination.
As the inventory was stored & processed for new developmental activity of the Company whereas the Company got abnormal process cost, therefore the said cost of Rs. 209.52 crores will be carried forward for 10 years and will be amortized over such period.
9. Dues to micro and small enterprises
Based on the information received by the Company from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (The Act) there are no amounts due to such vendors during the year and as at the year end. Therefore, disclosure required under the Act have not been given.
10. Previous year figures
Notes referred to our report of even date.
Previous year figures have been regrouped / reclassified wherever necessary to correspond with the current period classification / disclosure.
These are the notes referred to in our report of even date.
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