10.3 Terms/rights attached to equity shares
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 has not declared any dividend during the year.
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.
10.7 Burnpur Cement Limited underwent a scheme of arrangement for reduction of share capital in accordance with the scheme filed on 06.06.2020 with NCLT, Kolkata Bench. The scheme was duly approved by the Hon’ble Bench of the National Company Law Tribunal (NCLT), Kolkata, on 30.10.2024. Subsequently, a copy of the order was filed with the Registrar of Companies, Kolkata, in compliance with the provisions of Companies Act, 2013.
The Registrar of Companies, Kolkata, has issued a fresh certificate consequent to the reduction of capital, adjusting the capital from Rs. 86,12,43,630 divided into 8,61,24,363 Equity Shares of Rs. 10 each, fully paid-up, to Rs. 17,22,48,730 divided into 1,72,24,873 Equity Shares of Rs. 10 each, fully paid-up. Accordingly, the company is in the process of undertaking the necessary corporate actions.
The Shareholding pattern showing more that 5% of holding as on 31-03-2025 does not capture the present position i.e. post reduction of share capital. The Company has undertaken corporate action with NSDL and CDSL to reflect the above change is still pending owing to no receipt of confirmation and approvals from NSE and BSE. therefore, the position as on 31-03-2025, without corporate action has been updated.
10.8 There is no case of options and contracts/commitments for the sale of shares/ disinvestment.
10.9 No shares have been bought back during the period of last five years immediately preceding the date of Balance Sheet
10.10 There is no case of securities convertible into equity/preference shares.
10.11 There is no calls unpaid by directors and officers.
10.12 There is no case of Forfeited shares.
Notes 1 : It is noted that a significant change in the ownership structure and related party relationships of our company. On 21.02.2023, the share pledged by the previous promoters was transferred to UVARC Limited.Consequently, in accordance with Ind AS-24 pertaining to related party disclosure, UVARC Limited is now considered a related party and is reflected accordingly in the corresponding head.
Notes 2:
(i) The consortium loan obtained from SBI, CBI and PNB which has been assigned to UVARC LIMITED was secured by way of:
a. First Pari Passu mortgage of Factory Land and Building at Patratu with all term lenders
b. First Pari Passu charge by way of hypothecation with all term lenders on the borrower’s plant and machinery and all other movable fixed assets, both present and future of the Borrower's Patratu Unit
c. First Pari Passu Hypothecation Charge of Capital Work in Progress (Patratu Unit) on pari passu basis with all Term Lenders
d. Second Pari Passu charge with all the lenders by way of hypothecation of the entire Stock/ Work -in-Progress/Receivables and other current assets of the borrower of the Patratu Unit.
e. Common collateral for patratu Unit lender i.e, UVARC Limited (for the loans to the Patratu Unit)
(i) 3rd Pari Passu hypothecation charge over the moveable fixed assets of the Asansol unit
(ii) 2nd hypothecation charge pari-passu with all term lenders over the entire current assets of the Asansol unit (1st charge with UVARC for the credit facilities granted to Asansol Unit)
(iii) 2nd pari-passu mortgage and charge in respect of the land, building & sheds of the Asansol Unit comprised in Mouza - Palashdiha, P.S.Asasnol
f. Personal guarantee of the Promoter of the company.
(ii) Fresh working capital loan obtained from UVARC Limited during the year which has secured against entire Fixed assets and current assets both present and future.
iii) Loan obtained from USB Financial Corporation Limited during the year which was secured by way of creation of charge on the sale proceeds of sale of kiln of the company. The charge was created on the basis of No Objection Certificate from UVARC Limited.
iv) The loan standing in the name of UVARCL was assigned to them by the erstwhile lenders by way of assignment of debts as per section 5 of SARFAESI Act, 2002. The said loan (principal and interest) is in the nature of a call loan and the same can be called upon for payment by the lender at any given point of time. Accordingly , the same has been classified as a Current Liability.
30. Burnpur Cement Limited underwent a scheme of arrangement for reduction of share capital in accordance with the scheme filed on 06.06.2020 with NCLT, Kolkata Bench. The scheme was duly approved by the Hon’ble Bench of the National Company Law Tribunal (NCLT), Kolkata, on 30.10.2024. Subsequently, a copy of the order was filed with the Registrar of Companies, Kolkata, in compliance with the provisions of Companies Act, 2013.
The Registrar of Companies, Kolkata, has issued a fresh certificate consequent to the reduction of capital, adjusting the capital from Rs. 86,12,43,630 divided into 8,61,24,363 Equity Shares of Rs. 10 each, fully paid-up, to Rs. 17,22,48,730 divided into 1,72,24,873 Equity Shares of Rs. 10 each, fully paid-up. Accordingly, the company is in the process of undertaking the necessary corporate actions. The Shareholding pattern showing more that 5% of holding as on 31-03-2025 does not capture the present position i.e, post reduction of share capital. The Company has undertaken corporate action with NSDL and CDSL to reflect the above change is still pending owing to no receipt of confirmation and approvals from NSE and BSE. therefore, the position as on 31-03-2025, without corporate action has been updated.
31. TheSecured financial liabilities which has been classified as NPA by SBI, CBI & SBH is being transferred to UVARC Limited (A securitisation/reconstruction company registered with RBI) “as and where” basis as per SARFAESI Act, 2002. The interest of Rs.6592.11Lacs (Related to UVARCL) provided in the books as per the rate mentioned in loan agreement entered into between company and consortium lenders.
32. Other income of Rs 67.25 Lacs includes written-off/written back of some old payables and receivables simultaneously (after netting off) which company’s management has ascertained that credit balances are no longer to be paid, and debit balances are no longer to be recovered and Rs 86.67 Lacs towards excess provisioning made towards Gratuity.
33. Notes on Going Concern assumptions :
Nature of the Business and Recent Developments
Burnpur Cement Limited is a manufacturing company. Over the past 8 years, since 2015, it is pertinent to tell that, the company has been declared as NPA back in December 2016. There were four secured financial creditor of the company i.e. State Bank of India, Central Bank of India, United Bank of India and West Bengal Financial Corporation. As stated above, West Bengal Financial Corporation has realised its debt by selling the assets of the Asansol Plant. Further, Central Bank of India, State Bank of India and Punjab National bank (Formerly known as United bank of India) via their letter dated 08.04.2019, 17.05.2019 and 11.08.2022 respectively assigned their parts of the secured debts of the company under section 5 of SARFAESI Act, 2002 to UV Asset Reconstruction Company Limited (letters of Assignment attached). UV Asset Reconstruction Company Limited the acting Asset Reconstruction Company to Burnpur Cement Limited under Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002, who has taken over 100% of the total secured debts of the Company has taken over the management of the Company in exercise of power under section 9(1 )(a), 15 and 16 of SARFAESI Act, 2002 and clause 7(B) of RBI Circular bearing Reference No. RBI/2015-16/93 DNBR (PD) CC.NO.04./SCRC/26.03.001/2015-16 dated 01.07.2015 with effect from 1st October 2019.UV Asset Reconstruction Company Limited has appointed their representatives on the Board of Directors with effect from 1st October 2019 and now the management of the company has been running by their representatives to realise their debts from the company.
Furthermore, The Company was in an offtake agreement with Ultratech Cement Limited (“Ultratech”) by virtue of which the company was selling its entire finished products to Ultratech and the impact of demand and supply of Ultratech directly affected the performance of the company. Further on
November 29,2023, M/s UV Asset Reconstruction Company Limited (‘UVARCL’), by exercising their powers conferred to them under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 read with Security Interest (Enforcement) Rules, 2002, had by an auction process sold the entire immoveable and moveable assets of the Company situated at Patratu to M/s Ultratech Cement Limited for a total consideration of Rs. 169.79 Crores. The said amount of Rs. 169.79 Crores has been adjusted against the outstanding loan account balance standing in the books of the Company in the name of UVARCL. Hence, company has no actual sales/turnover from 30th Nov, 2023 i.e, from the date of sale of moveable and Immoveable assets of the company.
These issues have resulted in substantial losses and cash flow constraints.
Determination of Not Going Concern
In light of these developments, the company’s management has assessed the company's ability to continue as a going concern and the accounts of the company has been prepared on the assumption that the company is not a going concern and further is has concluded that it is not reasonably likely to meet its obligations in the normal course of business over the next 12 months. The assessment was based on the following factors :
• Company do not have any functional production unit
• Significant recurring losses from operations
• Negative cash flows from operations
• Negative net worth or significant deficiencies in working capital
• Inability to secure additional financing
• Challenges in meeting financial covenants or loan obligations Conclusion
In summary, the determination that Burn pur Cement Limited is not a going concern has significant implications for the company’s financial statements and business operations. Users of these financial statements should carefully consider the inherent risks and uncertainties associated with this determination.
34. On November 29,2023, M/s UV Asset Reconstruction Company Limited (‘UVARCL’), by exercising their powers conferred to them under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 read with Security Interest (Enforcement) Rules, 2002, had by an auction process sold the entire immoveable and moveable assets of the Company situated at Patratuto M/s Ultratech Cement Limited. Consequent to sale of all the operational assets, Company’s do not have any operational/functional unit at present.
35. Figures pertaining to previous year have been re-grouped/re-arranged, reclassified and restated, wherever considered necessary, to confirm to the classification adopted in the current year.
36. There were no Foreign exchange inflow and outflow during the year.
37. In terms of Section 22 of Micro, Small & Medium Enterprises Act 2006, the outstanding to these enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In the absence of the information about registration of the enterprises under the above Act, the required information could not be furnished. In view of above and in absence of relevant information, the auditor has relied upon the same.
38. The Company has defined gratuity plan. Every employee who has completed 5 years or more of service is entitled to gratuity on terms not less favorable than the provisions of the Payment of
39. Advances, Trade Payables and Trade Receivables are subject to confirmation from respective parties and consequential reconciliation, adjustment arising therefrom, if any. The management however does not expect any material variations. Provisions wherever considered necessary have been made.
40. In the opinion of the management, the current assets, loans and advances have a value on realization in the ordinary course of business, which is at least equal to the amount at which they are stated.
41. It is noted that a significant change in the ownership structure and related party relationships of our company. On 21.02.2023, the share pledged by the previous promoters was transferred to UVARC Limited. Consequently, in accordance with Ind AS-24 pertaining to related party disclosure, UVARC Limited is now considered a related party and is reflected accordingly in the corresponding head.
42. Some old bank accounts having balances of total of Rs 43.44 lacs, pertaining to the tenure of old management (Promoter management) and the account has a hold as per order of Sales Tax Department of Asansol.
43. RELATED PARTY DISCLOSURE
Related Party transaction as per India Accounting Standard 24 issued by ICAI
A. As defined in Indian Accounting Standard 24, the company has a related party relationship in the following :
Key Management Personnel
a. Mr. Pawan Pareek ,CFO
b. Mr. Indrajeet Kumar Tiwary, Wholetime Director
c. Mrs. Puja Guin, Company Secretary (upto 13.03.2025)
d. Mrs. Punam Kumari Sharma, Company secretary (from 15.03.2025 onwards)
| 