| 1.1 The said Investor as on the date of conversion that is 13th August,
2012 did not exercise the option for the conversion hence the initial
amount received has been forfeited.
1.2 Provision for Premium Payable made from General Reserve of Rs. NIL
during the current period and Rs. 778.44 Million of Previous Year.
1.3 Income Tax Provision provided from 2004-2005 (AY 2005-06) to
2009-10 (AY 2010-11) of Rs. NIL for current period and Rs. 320 million made
during previous year.
1.4 The Term Loans taken from EXIM Bank, Mumbai is Secured by :
(a) Exclusive first charge by way of equitable mortgage of company's
land and building situated at Khasra No.821/2, Village Dharawara,
Depalpur Tehsil, Indore
(b) Hypothecation of Plant and Machinery installed in the aforesaid
factory premises situated at Khasra No. 821/2, Village Dharawara,
Depalpur Tehsil, Indore
(c) Pledge of equity shares of the company by a director of the
company.
(d) Personal Guarantee of two directors of the company.
1.5 The Term Loan taken from IDBI Bank is Secured by :
(a) First charge by way of equitable mortgage over company's land and
building situated at Khasra No.285/1/1, Village Gari Pipliya, Manglia,
Indore
(b) Hypothecation of Plant and Machinery installed in the factory
premises situated at Khasra No. 285/1/1, Village Gari Pipliya, Manglia,
Indore
(c) Personal Guarantee of one of the director of the company.
1.6 Vehicle Loan is Secured by hypothecation against related vehicle of
the company.
1.7 Terms of Repayment of Secured Term Loans from Banks and others are
given below:
1.8 The working capital loans taken from Bank of Baroda are secured by
:
(a) Hypothecation of company's entire stocks and book debts on first
pari passu charge basis
(b) On first pari passu charge basis by :
(i) Equitable mortgage of company's land and building situated at
Khasra No. 821/1, Village Dharavara, Tehsil Depalpur, Indore and at
Khasra No. 285/1/2, Village Gari Pipliya, Manglia, Indore. (ii)
Hypothecation of Plant and Machinery installed in the aforesaid factory
premises situated at Khasra No. 821/1,Village Dharavara, Tehsil
Depalpur, Indore and at Khasra No. 285/1/2, Village Gari Pipliya,
Manglia, Indore
(c) Personal Guarantee of two directors of the company.
1.9 The working capital loans taken from IDBI Bank are secured by :
(a) Hypothecation of company's entire stocks and book debts on first
pari passu charge basis
(b) Second charge by way of equitable mortgage over company's land and
building situated at Khasra No.285/1/1, Village Gari Pipliya, Manglia,
Indore
(c) Hypothecation of Plant and Machinery installed in the factory
premises situated at Khasra No. 285/1/1, Village Gari Pipliya, Manglia,
Indore
(d) Personal Guarantee of one of the director of the company.
1.10 The working capital loan taken from State Bank of India is secured
by :
(a) Hypothecation of company's entire stocks and book debts on first
pari passu charge basis
(b) On first pari passu charge basis by :
(i) Equitable mortgage of company's land and building situated at
Khasra No.821/1, Village Dharavara, Tehsil Depalpur, Indore and at
Khasra No. 285/1/2, Village Gari Pipliya, Manglia, Indore.
(ii) Hypothecation of Plant and Machinery installed in the aforesaid
factory premises situated at Khasra No. 821/1, Village Dharavara,
Tehsil Depalpur, Indore and at Khasra No. 285/1/2, Village Gari
Pipliya, Manglia, Indore
(c) Personal Guarantee of one of the director of the company.
1.11 The working capital loan taken from Punjab National Bank is secured
by :
(a) Hypothecation of company's entire stocks and book debts on first
pari passu charge basis
(b) On first pari passu charge basis by :
(i) Equitable mortgage of company's land and building situated at
Khasra No.821/1, Village Dharavara, Tehsil Depalpur, Indore and at
Khasra No.285/1/2, Village Gari Pipliya, Manglia, Indore
(ii) Hypothecation of Plant and Machinery installed in the aforesaid
factory premises situated at Khasra No. 821/1, Village Dharavara,
Tehsil Depalpur, Indore and at Khasra No. 285/1/2, Village Gari
Pipliya, Manglia, Indore
(c) Personal Guarantee of two directors of the Company.
1.12 The working capital loan taken from Allahabad Bank is secured by :
(a) Hypothecation of company's entire stocks and book debts on first
pari passu charge basis
(b) On first pari passu charge basis by :
(i) Equitable mortgage of company's land and building situated at
Khasra No.821/1, 364/1,813/2/1,823/1,823/3 Village Dharavara, Tehsil
Depalpur, Indore and at Khasra No.285/1/2,
1/4,1/5,285/3,286/3,286/4,285/2/1 Village Gari Pipliya, Manglia, Indore
(ii) Hypothecation of Plant and Machinery installed in the aforesaid
factory premises situated at Khasra No. 821/1, Village Dharavara,
Tehsil Depalpur, Indore and at Khasra No. 285/1/2, Village Gari
Pipliya, Manglia, Indore (c) Personal Guarantee of two directors of the
Company.
1.13 Amount overdue as on 31st March, 2014 on account of Principal Rs.
537.97 million & Interest Rs. 29.68 million the outstanding is according
to the Debt Restructuring Scheme proposed for the Company. Refer Note
No. 41 B.2 The company does not have significant influence in any of
the above companies as defined under AS18 "Related Party Disclosure"
and AS23 "Accounting for Investment in Associates in consolidated
financial statements" and as such, all above companies are neither
related party nor associate companies within the meaning of above
accounting standards. Consequently consolidation of accounts has not
been done for the above companies. Refer Note No. 36F.
1.14 The company is duly applying, wherever applicable, to the
competent authority for getting extension with respect to the overdue
export proceeds in accordance with the provisions of the Foreign
Exchange Management Act, 1999 and Foreign Exchange Management (Export
of goods and services) Regulations, 2000.
1.15 Trade Receivables are net of Bill discounting facilities availed
by the Company. Bill discounting facility is availed from SICOM for
which following is offered as securities:
1) Land Bearing Survey No.285/2/2 admeasuring 51109 sq.ft. bearing
Patwari Halka No.26,New No.24 at Village Gram Pipalya, Tehsil Sanwer,
Indore along with R & D block i.e. Ground plus two storied building
thereon approximately 18000 sq.ft situated in the Registration District
and sub-District of Indore.
2) Land bearing Survey Nos 823/2,823/4 & 823/6 at village Dharawara,
Tehsil Depalpur, Indore.
3) Plant & Machinery comprising of R&D equipment,etc at the R&D block
situate on land bearing Survey No.285/2/2 admeasuring 51109 sq.ft
bearing Patwari Halka No.26,New No.24 at Village Gram Pipalya, Tehsil
Sanwer, District Indore.
2. Balances with non-scheduled bank
There is no balance in current period (previous year Nil) with
non-scheduled bank.
3. Balance Confirmation of Parties
Debtors, Loans & Advances, Creditors and Bills Payable are subject to
confirmation by the parties. The company has issued confirmation
letters to such parties and differences if any shall be reconciled in
the current Period.
4. Current Assets and Liabilities
In opinion of the Board, the provisions for known liabilities are
adequate and current assets in the ordinary course of business have a
value at least equal to the amount at which they are stated.
31. Regrouping of Figures
The figures of previous year have been regrouped / reclassified
wherever necessary to confirm to the current period's presentation.
5. Related Party Disclosure : As per Accounting Standard -18
A. Name of Related Parties and Description of Relationship
Name Country Relationship
Plazma Laboratories Pvt. Ltd. India Significant influence of Director
Plethico Laboratories Pvt. Ltd. India Significant influence of
Directors / Relatives
Plethico Products India Significant influence of Directors / Relatives
Wiscon Pharmaceuticals Pvt. Ltd India Significant influence of
Directors / Relatives
Rezcom Realty Pvt Ltd India Significant influence of Directors
Passion Indulge Pvt. Ltd. India Significant influence of Directors
Plethico Global Holdings BV Netherland Wholly owned subsidiary
Plethico International Ltd. UAE Wholly owned subsidiary
Plethico US Holdings KFT Hungary Wholly owned subsidiary (step-down)
Natrol INC USA Wholly owned subsidiary (step-down)
Natrol Global FZ-LLC UAE Wholly owned subsidiary (step-down)
B. Key Managerial Personnel
Name Designation
Mr. Shashikant A. Patel Chaiman Cum Managing Director
Mr. Chirag S. Patel Whole Time Director and CEO
Mrs. Gauravi Parikh Exceutive Director
Mr. Aditya Moona VP - International Marketing & Business
Mr. Anil K Mohta Chief Techincal Officer
Mr. A. K. Rungta Associates VP- Operations
Mr. Kamal Anand VP- CPD
Mr. John Philip Roy VP - International Sales
Mr. Mangesh Joshi VP - Human Resource
The above parties are not treated as Related Parties due to following
reasons:
1) The Company or any of its Key Management Personnel ("KMP") do not
have any representation on the Board of Directors / Governing Board of
any of the aforesaid enterprises
2) The Company or any of its KMP do not even remotely control the
appointment and / or constitution of the Board of Directors / Governing
Board of any of the aforesaid enterprises
3) The Company do not have any dependence information from any of the
aforesaid enterprises
4) The Company has not employed any of its representative or KMP as
employee or KMP in any of the aforesaid enterprises
5) The Company or any of its KMP or employees are not involved in the
day to day operations or in making policy decisions of any of the
aforesaid enterprises
6) The Company has never undertaken any material transactions with any
of the aforesaid enterprises
6. Disclosure on Lease as per Accounting Standard 19 on "Accounting
for Lease":
"The company has entered into operating lease agreement for office
premises, Guest house, warehouse and vehicle renewable on periodic
basis and is cancelable. The rental expenses for operating lease are
amounting to Rs.28.07 million (Previous year Rs.21.77 million) have been
recognized in the P&L account."
7. Employee Benefit
The company has an Employees' Gratuity Fund managed by Life Insurance
Corporation of India. As required by AS-15, the status of the present
value of the obligations under the gratuity plan at the end of the
period was Rs. 32.19 Million (Previous year Rs. 31.12 Million)whereas fair
value of plan assets at the end of the period was of Rs. 38.92 Million
(Previous year Rs. 35.00 Million). The total benefit of Rs. 4.31 Million
(Previous year Rs. 2.67 Million) has been paid during the period. The
return on plan assets during the period was Rs. 3.11 Million (Previous
year Rs. 3.02 Million), however there was no excess / short amount over
estimated return on plan assets.
8. For Winding up
The Company had issued Foreign Currency Convertible Bonds (FCCB) on
22nd October, 2007 which was due for repayment on 23rd October, 2012 or
alternatively, the same was required to be converted into equity shares
of the Company. Since the Company had proposed the restructuring of the
FCCB to the Bond holders, it had applied to the Reserve Bank of India
through Authorized Dealer for seeking approval for elongation of the
maturity period of the FCCBs on 22nd October, 2012 and accordingly the
Reserve Bank of India granted the approval for elongation of maturity
period of the FCCB up to 23rd April, 2013. The Company had applied to
Reserve Bank of India vide its letter dated 18th April, 2013, seeking
approval for elongation of the maturity period of the FCCB by a period
of twelve months . Reserve Bank of India vide its letter dated 15th
January, 2014, extended the maturity till 23rd April, 2014. Since the
company was unable to obtain the approval of all the bondholders with
the restructuring proposal, the Company had again applied for seeking
approval for elongation of the maturity period of the FCCB by a period
of twelve months through letter dated 22nd April, 2014 which is pending
for disposal by the Reserve Bank of India.
The Company had on various occasions requested the Trustees viz.
Citibank, in writing, to perform various duties under offering
circular. However, the Trustee was negligent in performance of its
duties under the said offering circular and did not comply with the
requisition made by the company which included circulating the proposal
for restructuring to all the bondholders and calling for the meeting of
all the bondholders to discuss the same and also furnishing of details
of all the bondholders and the details of the beneficial holders of the
bonds. In the meantime, disputes had arisen between the Company,
Trustee and Bond holders and pursuant to which the Company had filed a
suit for damages against Trustees for USD 150 Million and a suit for
damages against one of the purported Bond holder for USD 250 Million at
District Court, Indore Madhya Pradesh. In consequence thereof, the
Trustees had filed a winding up Petition against the Company which is
pending for admission. The company has disputed the amount claimed by
the Trustee on various grounds and responded to the demands made by the
Trustee in this behalf.
The liability of the Company for payments towards principal and
maturity premium of the FCCBs would depend upon the outcome of the
aforesaid suit filed by the Company and also on the outcome of the
winding up petition that has been filed against the company. The
winding up petition filed against the Company and the suits filed by
the Company against the Trustee and the Bondholder are pending
disposal. In spite of the above the financial statements are prepared
on going concern basis.
9. Corporate Debt Restructuring
The Lead Bank of the Company has proposed admission of the Company to
Corporate Debt Restructuring ("CDR") forum on 29th March, 2014 for
providing debt restructuring scheme. The proposed debt restructuring
scheme is pending approval of CDR Empowered Group for admission to the
CDR forum.
10. Income Tax: (in Contingent Liabilities)
(*) Relates to the demand raised by the Income Tax Department, Indore,
for the assessment year 2005-06 to 2011-12, including penal interest
and penalties. The Company has preferred appeals before the
Commissioner of Income Tax (Appeals), against the said demand. Appeals
preferred by the Company are pending for disposal.
in Million
AS AT AS AT
Particulars 31.03.2014 31.12.2012
11. CONTINGENT LIABILITIES NOT
PROVIDED FOR
i Pending Bank Guarantee - 0.16
ii Corporate Guarantee against third
party Loan 448.40 2,150.00
iii Pending Letter of Credit 440.11 111.70
iv Estimated amount of contract remaining
unexecuted on capital account 2.66 -
v Interest on FCCB not provided for the
overdue period 629.24 81.81
12. Deferred Tax Liabilities
The deferred tax liability of Rs. 4,38 million for the period ended 31st
March, 2014 has been debited to the profit & loss account.
in Million
Year end Deferred tax Liability comprises
Excess of Book W.D.V Over Tax W.D.V. 4.38 8.40
13. The current accounting period is for a period of 15 Months. The
same is in conformity with the amendment of the Companies Act 2013.
Hence the financial year of the Company has changed from
January-December to April-March.
|