1. Terms/rights attached to shares:
The Company has only one class of Equity Shares having a par of value
of Rs. 10 per share. Each holder of Equity Share of the Gompany is
entitled to one vote per share.
In the event of liquidation of the company, the Equity Shareholders
will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution to the
Equity Shareholders will be in proportion to the number of Equity
Shares held by the Shareholder.
The preference shares are redeemable in three equal annual installments
of Rs. 300.00 Lakhs each commencing from the financial year 2019-2020.
The cumulative dividend on these Preference Shares aggregating to Rs.
55.04 Lacs (Previous year NIL) is to be paid as and when declared by
the Company.
The holders of all preference shares do not have any voting rights. The
holders of all Preference shares have a first right of cumulative
dividend as compared to the shareholders of Equity shares in case the
Company declares any dividend.
In the event of liquidation of the company, all Preference Shareholders
will have a priority over the Equity shareholders to receive remaining
assets of the Company, after distribution of all other preferential
amounts. The distribution to the Preference shareholders will be in
proportion of the number of shares held by each shareholder.
2. Secured
Cash Credit (Note 7 (I))
Cash Credit including Export Packing Credit is secured by hypothecation
of stock-in-trade, stores and book debts of Chemical Division at
Ambernath and Dahej, further secured by way of second charge by simple
registered mortgage on the land of Chemical Division at Ambernath,
Maharashtra and mortgage on the land at Dahej, Gujarat. Rate of
interest is ranging from 15% to 17%.
3. Unsecured:
Corporate loan from HDFC Ltd( Note 7 (II) (b))
Corporate loan from HDFC Ltd. for financing factory premises at Dahej @
14.85% rate of interest, repayable by July, 2015.
There are no Micro, Small and Medium Enterprises, to whom the Company
owes dues, which are outstanding for more than 30 days either during
the year or as at the Balance Sheet date, computed on unit wise basis.
Further, no interest has been paid during the year or is payable to any
Micro, Small and Medium Enterprise on the Balance Sheet date. The above
information regarding Micro, Small and Medium Enterprises has been
determined to the extent such parties have been identified on the basis
of information available with the Company. This has been relied upon by
the auditors.
4. Deferred Tax Assets/ (Liabilities) [Net]
Deferred Tax Assets/ (Liabilities) for nine months ended 31st March,
2015 has been provided on the estimated tax computation.
5. Other loans and advance includes
(i) An amount Rs. 14.22 lacs was receivable from the State Trading
Corporation of India Ltd. (STC), New Delhi, on account of rate
difference and dispatch money earned. The Tis Hazari Court, Delhi,
upheld the recovery, against which STC preferred further appeal in
Delhi High Court & deposited 50% of decreed amount. In terms of the
settlement agreement with STC, 50% of the amount deposited along with
interest due thereon is receivable. Accordingly, an amount of Rs.6.16
Lakhs is continued to be shown as receivable from STC and balance
amount of Rs..8.06 Lakhs has been written off during the year.
6. Contingent Liabilities not provided for:
Nine Months Fifteen Months
Ended 31st Ended 30th
March2015 June 2014
Rs. in Lacs Rs. in Lacs
(1) Bank Guarantees Outstanding 27.71 49.68
(2) Claims against the Company not
acknowledged as debt:**
(a) Tax Demands under appeal:
i) Excise Duty demanded by
Commissioner of Central Excise 12.65 12.65
ii) Custom Duty levied by Collector
of Customs * 44.60 44.60
7.(a)(The Company has preferred an appeal with CESTAT against the above
demand in respect of validity of DEPB licenses. The Company has also
deposited an amount of Rs. 28 Lacs shown as recoverable "Loans &
Advances" & has furnished bank guarantee for the balance of demand.) **
(Based on expert advise, the management is of the view that the company
has good case on merits & no further liability is anticipated in above
cases.)
(b) Some of the retrenched employees of Export Oriented Unit (EOU) of
the erstwhile Timber Division have not accepted the retrenchment
compensation offered by the company on the closure of the unit and
matter is in the court. The amount as offered by the company has been
duly provided for and as per legal opinion the possibility of any
further liability is remote. The additional liability if any is
presently not ascertainable.
(c) Some of the employees of Chemical Division at Ambernath have not
accepted the relocation to Dahej Plant and have also not accepted
Voluntary Separation Scheme offered by the Company. These employees
have approached Thane Labour Court in the matter. However the Company
has provided for the dues payable to them as per Voluntary Separation
Scheme amounting to Rs. 89.54 Lacs.
(3) Arrears of Cumulative Preference Divided 55.04 -
The Company has reviewed all its pending
litigations and proceedings and has-adequately
provided for where provisions are required and
disclosed the contingent liabilities where applicable.
The Company does not expect the outcome of these
proceedings to have materially adverse effect.
8. Segment Reporting
(i) The Company has disclosed Business Segment as the primary segment.
Segments have been identified taking into account the nature of the
products, the differing risks and returns, the organization structure
and internal reporting system.
(ii) The company `s operations predominantly relate to manufacture of
Boron Based Chemicals and Wind Power Generation.
(iii) The Company caters mainly to the need of domestic market. The
export turnover is not significant in the context of total turnover. As
such, there are no reportable geographical segments.
(iv) Segment Revenue, Segment Results, Segment Assets and Segment
Liabilities include the respective amounts identifiable to each of the
segments as also amounts allocated on a reasonable basis.
(v) The expenses , which are not directly attributable to the business
segment, are shown as unallocated corporate cost. Assets and
Liabilities that cannot be allocated between the segments are shown as
a part of unallocated corporate assets and liabilities respectively.
31 Disclosures in respect of Related Parties pursuant to Accounting
standard - AS 18 - issued by the Central Government Of India pursuant
to Companies (Accounting Standards) Rules 2014 are as follows.
List of Related Parties with whom the Company has entered into
transactions during the year.
a) Controlling Companies : There is no controlling Company
b) Subsidiary Company : Borax Moraiji (Europe) GmbH
c) Companies where Control Exists : The Dharamsi Moraiji Chemical Co.
Ltd.
: L.P.Gas Equipment Pvt. Ltd.
: Kosan Industries Pvt. Ltd.
: Phoenix Distributors Pvt. Ltd.
: The Natural Gas Co. Pvt. Ltd.
: Jasraj Trading Company
: Bombay Foods Pvt. Ltd.
: L.P.Gas Transport & Bottling Co.
P. Ltd.
: Gocul Gas Pvt.Ltd. *
: Autogas Conversion (India)
Pvt. Ltd.
: B.S.and Services Private Ltd.
: Falcon Chemical LLC ..
d) Key Management personnel : Mr. Bimal L.Goculdas, Managing
Director
: Mr. Laxmikumar N. Goculdas,
Chairman
Mr. Dilip S. Nagle, Company
Secretary .
Mr. Shreeram R.Mohite, C.F.O.
e) Relatives of Key Management Personnel & : Mr. Lalit N. Goculdas
their enterprises where transactions have Mrs. Radha L. Goculdas
taken place . Ms. Mitika L. Goculdas
6. Exceptional items includes (a) amount of Rs..48.99 lacs towards
balance amount of insurance claim not granted by Consumer Disputes
Redressal Commission, Maharashtra in respect of loss of stock due to
flood at Chemical Division Ambernath and (b) 327.84 lacs towards cost
incurred on account of Voluntary Separation Scheme resulting from
shifting/ relocating the manufacturing facility of chemical division
from Ambernath to Dahej
10. Previous year's figures have been regrouped and reclassified
wherever considered necessary. Current year figures are for nine months
ended on 31st March,2015 therefore not comparable with figures for
previous year ended on 30th June,2014 for fifteen months.
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