1. Rights of Equity Shareholders
The Company has only one class of equity shares having par value of
Rs.10 each. Each holder of equity shares is entitled to one vote per
share.The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General
Meeting,except in case of interim dividend.In the event of liquidation
of the Company, the holders of equity shares will be entitled to
receive any of the remaining assets of the Company, after distribution
of all prefrential amounts including in respect of prefrence shares
issued.The distribution will be in proportion to the number of Equity
Shares held by the shareholders.
2. Debentures - from public [refer note 6 (1)(b)(i) abovel
(a) These are secured by a second, subservient and subordinate charge
on the Company's immovable properties, both present and future and a
second subservient charge by way of hypothecation of the Company's
movable assets (save and except book debts) subject to prior charges
created in favour of the Company's bankers / assignees on the Company's
stocks of raw materials, semi-finished and finished goods, consumable
stores, spares and such other movables for working capital
requirements.
3. Term Loans and Zero Coupon Non-convertible Debentures - [refer note 6
(1Hb)(ii) and (ill) abovel
These are secured by a first charge on the Company's immovable
properties, both present and future and a second charge by way of
hypothecation of the Company's movable assets (save and except book
debts) subject to prior charges created in favour of the Company's
bankers / assignees on the Company's stocks of raw materials,
semi-finished and finished goods, consumable stores, spares and such
other movables for working capital requirements.
4. Borrowings from Banks - [refer note 6 (1)(b)(iv) abovel
These are secured by a first charge on the Company's book debts,
stocks of raw materials, semi-finished and finished goods, consumable
stores and spares and a second charge on the movable and immovable
properties of the Company both present and future in favour of the
banks / assignees, subject to prior charges created in favor of Term
Lenders and ZCNCD holders or their assignees.
5. Although the accumulated losses as at the year-end amounted to
Rs.9482.77 Lacs (Previous Year Rs.9199.73 Lacs) as against the paid up
share capital of Rs.2670.20 Lacs (Previous Year Rs.2670.20 Lacs),
pending the finalization and adoption of the business re-engineering
plans[refer Note 17(c)(iii) below], these financial statements have
been prepared on a 'goingconcern'basis and impairment loss, if any,
will be accounted for as and when the business re-engineering plans are
implemented.
6. In view of the accumulated losses, no transfer has been made to the
Debenture Redemption Reserve in respect of secured and unsecured
Non-Convertible Debentures.
7. Restructuring and Net Worth Status:
i. The Net Worth of the Company has been fully eroded and is negative
as on March 31, 2015. The management had been advised that since
certain conditions as per the Sick Industrial Companies (Special
Provisions) Act, 1985 were not being met, the Company was not eligible
to a make reference to BIFR. In the event of any change in the status
inter alia arising out of developments in the pending legal case [refer
Note (ii) below], appropriate steps will be taken in this regard.
ii. The validity of the closure declared by the Company with effect
from June 26, 2008, under the relevant provisions of The Industrial
Disputes Act, 1947, has been challenged before the Industrial Court by
the employees' union and the matter is pending before the Hon'ble
Court.
iii. The management has been exploring various options for
restructuring the business and finances of the Company, including the
recommencement / relocation of its manufacturing operations.
iv. As part of restructuring, the Company had earlier entered into an
arrangement for the assignment of the leasehold rights of its land.
However, certain issues have affected its implementation and the
management is pursuing the matter.The advance received has however been
utilized, inter alia, to settle certain liabilities of the Company.
v. During the year interest liability on all borrowings including
debentures, excluding inter-corporate deposits (refer note 4), has not
been provided since revised terms are in the process of being
negotiated with the lenders and the management estimates that the
liabilities already being carried are adequate.
vi. The Zero Coupon NCDs issued to and the Term Loans from IFCI Ltd.
were assigned to a third party by IFCI Ltd. The assignment has been
challenged by the Company and the matter is pending before the Hon'ble
Delhi High Court.
8. Revaluation
i. The Company had revalued the land, building and certain plant and
machinery as on April1, 1996 based on the valuation made by M/s PC.
Gandhi &Associates, an independent firm of consulting Engineers,
Surveyors and GovernmentApproved Valuers vide their report dated 30th
April, 1997. Accordingly, the original costs of the above assets as on
April 1, 1996 have been restated at estimated market value arrived at
after adjusting the depreciation on the estimated replacement cost. The
resultant increase in net book value arising on revaluation amounting
to Rs. 4285.93 Lacs was transferred to Revaluation Reserve Account
during the period ended 31st August, 1997. The following re-valued
amounts remain substituted for the historical cost in the gross block
of fixed assets:
ii. Revaluation Reserve amounting to Rs.4285.93 Lacs had been adjusted
against the then accumulated losses pursuant to the scheme of
restructuring approved by the Hon'ble High Court of Bombay vide its
order dated April 23, 2001. Depreciation is, however, being provided on
the revalued amounts.
9. Contingent Liabilities have not been provided for in respect of:
Rs Lacs
Particulars Year ended Year ended
31st March, 2015 31st March, 2014
i. Claims against the Company
which are disputed relating
to (including interest or
penalty upto the date of
demand)
Excise Duty 62.26 62.26
Customs Duty - -
Sales Tax 31.40 31.40
Cess Liability 28.35 28.35
MIDC Charges 108.32 108.32
NMMC Property Tax 14.72 14.72
Suppliers
ii Arrears of Fixed Preference 74.94 68.66
Dividend (Including Dividend Tax)
iii Liability as may arise in respect of matters referred to in Note
17(c) above and further interest / liability / penalty if any as may
arise in respect of matters referred to in Note 17(e)(i) and on
delays/defaults in payments to lenders, amounts whereof is presently
not ascertainable.
10. (i) In the opinion of the management, Current and Non-Current
Assets, Long Term and Short Term Loans and Advances are realizable at a
value, in the ordinary course of business,which isatleast equal to the
amount at which these are stated, and provisions for all known and
determined liabilities are adequate and not in excess of the amounts
stated.
(ii) The accounts of certain Trade Receivables, Trade Payables, Loans
andAdvancesand Lendersare however subject to formal
confirmation/reconciliationand consequent adjustments, if any. The
management does not expect any material difference affecting the
current year's financial statements on such reconciliation /
confirmation.
11. Deferred Tax Asset/Liability:
No current tax provision has been made in the absence of taxable
profits and also no deferred tax asset is being recognized.
12. Details of transactions with related parties as identified by the
management in accordance with Accounting Standard -18 of the Companies
Accounting Standard Rules, 2006 are as follows:
(i) Key Management Personnel-Mr. S. P. Gupta, Wholetime Director (till
29.03.2013)
(ii) Associates with whom transaction have been entered into: - ISG
Traders Limited; Kavita Marketing Pvt. Ltd.; Shubh Shanti Services
Ltd.
(iii) The following transactions were carried out with each type of the
above related parties in the ordinary course of business and at arm's
length:
13. Notes: Figures inbrackets relate to Previous Year.
14. Disclosure in accordance with Section 22 of the Micro, Small and
Medium Enterprises Development Act, 2006.
The Company has not received any intimation from its vendors regarding
their status under Micro, Small and Medium Enterprises Development Act,
2006 and hence disclosure, if any, required under the said Act, have
not been made.
15. Pursuant to enactment of the Companies Act 2013 (the Act), the
Company has , effective IstApril 2014, reviewed and revised the
estimated useful life of certain fixed assets, in accordance with the
Schedule II of the Act. Accordingly, the Company has given impact of
Rs. 145.81 (net of deferred tax of Rs. Nil ) on account of assets whose
useful life was already exhausted on 1st April, 2014 to Retained
Earnings. As a result of the change, the depreciation charged to the
statement of Profit and Loss for for the year is lower by Rs. 24.74
lacs.
16. After the resignation of the Company Secretary w.e.f. June 30,
2007, the Company continues to make concerted efforts to appoint fill
up the vacancy as required under Section 203 of the Companies Act,
2013.
17. Amount overdue to be credited to Investor Education Protection Fund
is Rs.164.59Lacs (previous year Rs 164.59 Lacs).
18. The Company is primarily engaged in one segment i.e. EPDM Rubber. In
view of the same, both primary and secondary reporting disclosures for
business/geographical segment as envisaged in AS-17 are not applicable
to the Company.
19. The previous year's figures have been re-grouped and/or re-arranged
wherever necessary to conform to the current year's presentation.
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