Note No. 1(b) Right, Preferences and Restriction attached to Shares Equity Shares
The Company has only one class of equity shares having a par value of Rs. 1/- per share. Each holder of equity shares is entitled to one vote per share. 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 amounrs. The distribution will be in proportion to the number of equity shares held by the shareholders.
The Company declares and pays dividends in Indian Rupees. The Directors have recommended, subject to approval of the shareholders at the ensuing Annual General Meeting.
(•) Issuance of Warrants Convertible into Equity Shares to the proposed allottees on Preferential basis :
The Board at their meeting held on Thursday, July 4,2024 have, approved by Members of the Company on September 30. 2024, approved to issue and allot upto 9.00.000 (Nine Lakhs) warrants, every one warrant convertible into, or exchangeable for 10 (ten) fully paid-up equity shares of the Company having a face value Rs. 1 (Rupees One only) ("Warrants") at price of Rs. 169.83 (Rupees One Hundred Sixty Nine and Eighty Three Paisa only) each (including the warrant subscription price and the warrant exercise price) payable in cash ("Warrant Issue Price") aggregating upto Rs. 15,28,47.000/- (Rupees Fifteen Crores Twenty Eight Lakhs And Forty Seven Thousand only) ("Total Issue Size") to persons ("Warrant Holders") ("Proposed Allottees") who are Promoters of the Company on a preferential basis ("Preferential Issue"). Upon receipt of Rs. 3.82,11,750/- (Rupees Three Crores Eighty Two Lakhs Eleven Thousand Seven Hundred And Fifty only), which is equivalent to 25% (twenty five per cent) of the Warrants Issue Price as upfront payment ("Warrant Subscription Price") entitling the Proposed Allottees to apply for and get allotted 10 (Ten) equity shares of the Company against every Warrant held, on or before 17th June 2026 Le. within 18 months from the date of allotment after receipt of a written notice from the Company. f rom the date of allotment of Warrants, on payment of Rs. 11.46,35,250/- (Rupees Eleven Crores Forty Six Thousand Thirty Five Thousand Two Hundred and Fifty only) which is equivalent to remaining 75% (Seventy Five per cent) of the Warrants Issue Price ("Warrant Exercise Price"). Number of warrants issued 9.00,000 @ Rs. 169.83 of 25% on December 18. 2024. Money received against issue is Rs. 3,82,11.750/- (Rupees Three Crores Eighty Two Lakhs Eleven Thousand Seven Hundred And Fifty only).
Note 3.1: From Bank 1
Long Term loans Outstanding balance as at balance sheet date carry interest @750% to @ 12.00% p.a. is repayable over a period of 20 to 24 months in varying monthly installments, is secured by primary charges of factory land and praposed building at Mahad, secondary charge by way of hypothecation of movable fixed assets,Stocks. Fixed Deposits & Trade Receivables of the company and charge created on third party's immovable properties on pair passu basis with banks along with personal guarantee given by the Promoter Directors of the company.
Note 3.2 : From Bank 2
Long Term loans Outstanding balance as at balance sheet date carry interest @10.60% to @10.75% p.a. is repayable over a period of 30 to 38 months in varying monthly installments is secured by primary charges of factory building along with land at Talasari. exclusive charges on plant & machinery of Rs. 355 lakhs and promoter director's immovable property at Raghuleela mall and secured by second charge on fixed deposits and entire current assets of the Company, both present and future on pair passu basis with banks along with personal guarantee given by Promoter Directors of the company.
Note 3.3 : From Bank 3
Long Term loans Outstanding balance as at balance sheet date carry interest @8.60% p.a. is repayable over a period of 66 months in varying monthly installments, is secured by exclusive charge on immovable property situated at Ghatkopar Mumbai owned by the company along with fixed deposits and second charge on entire current assets and Movable Fixed Assets of the Company, both present and future on pair passu basis with banks along with personal guarantee given by Promoter Directors of the company.
Long Term loans Outstanding balance as at balance sheet date carry interest @8.00% to 9.60% p.a. is repayable over a period of 40 to 55 months in varying monthly installments, is secured by hypothecation of vehicles of the Company.
Note 5.5 : Terms Loan from NBFC
Long Term loans Outstanding balance as at balance sheet date carry interest @ 13.50% p.a. is repayable over a period of 59 months in varying monthly installments, is secured by hypothication of Plant & Machineries of the Company.
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Unsecured Business loans from various Financial Institutions Outstanding balance as at balance sheet date carry interest ranging from 10.50% to 11 % p.a. is repayable over a period of 17 to 33 months.
Working Capital Facility (Cash- Credit) having sanctioned limit of Rs. 2400.00 Lacs from Bank is repayable on demand having rate of interest of 11.00% p.a. For the details regarding nature / description of collateral security (refer note no. 3.1 of long term borrowings).
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Working Capita! Facility having sanctioned limit of Rs. 3300.00 Lacs from bank is repayable on demand having rate of interest of 8.60 % p.a on cash credit facility & cash margin of 10 % on letter credit facility. For the details regarding nature / description of collateral security (refer note no. 3.3 of long term borrowings).
Note 6.3 : Working Capital Facilities from Bank 3
Working Capital Facility having sanctioned limit of Rs. 2150.00 Lacs from bank is repayable on demand having rate of interest of 1075% p.a on cash credit facility & cash margin of 20 % on letter credit facility. For the details regarding nature / description of collateral security (refer note no. 3.2 of long term borrowings).
Unsecured temporary overdraft facility taken from bank of Rs. 200.00 Lacs is repayble withing 30 days having rate of interest of 11.75 % p.a.
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Working Capital Facility having sanctioned limit of Rs 5100.00 Lacs from bank is repayable on demand having rate of interest of 9.50% p.a or cash credit facility & cash margin of 10 % on letter credit facility are secured by way of hypothecation of immovable properties situated at Vileparle . Mumbai owned by company along with current assets and Fixed Deposit.
Note 6.5 : Working Capital Facilities from NBFC’s
Working Capital Facility (Purchase Finance) having sanctioned limit of Rs. 5450.00 Lacs from various Banks/ Financial Institutions is repayable on demand having rate of interest of 12.20 % to 18.00% p.a is partially secured by way of Fixed Deposits and current investment.
29 The title deeds of all the immovable properties held by the Company (other than properties where the
Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the
name of the Company.
30 The Company has not revalued its Property, Plant and Equipment or intangible assets during the year.
31 The Company do not have any transactions with the Struck Off Companies during the year.
Reasons for more than 25% variance :
1. Debt Equity Ratio : During the financial year 2024-25. Company's borrowings has been increased substantially due to increase in working capital requirements as compared to previous year due to which its Debt Service Coverage Ratio has been increased.
2. Inventory Turnover Ratio: During the financial year 2024-25. Company's inventories increased substantially as compare with previous year due to which inventory turnover ratio decreased as compared to previous year.
3. Net Profit Ratio : During the Financial Year 2024-25. the Company has increased operating profit margin resulting into better net profit ratio as compared to previous year.
4. Return on Capital Employed : During the financial year 2024-25, Company's Capital has increased substantially as compared to previous year as a consequence of this decrease in Return on Capital Employed ratio.
33 The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
34 The Company has not made any wilful default from any of its lenders during the year. Hence, the Company is not classified as Wilful Defaulter.
Other Terms:
Lease Rentals are charges on the basis of agreed terms. Additional amount of applicable taxes will be paid on these rentals as per the applicable rates existing at the time of payments.
39 Vide letter dated 31st July, 2024 to BSE Limited on the progress of the litigation against Regans International DMCC. the Company had won an award in its favour announced by the Dubai Court in lawsuit against (i) Regans International DMCC and (ii) Nand Biharilal Chhabaria Biharilal Chunilal in Dubai. United Arab Emirates. According to the award announced. (0 Regans International DMCC and (i) Nand Biharilal Chhabaria Biharilal Chunilal have been ordered to pay to the Company an amount of UAE Dirham 40.30,934.00 (equivalent to approx. Rs.9,18,82,890/- i.e. Rupees Ninety Crores Eighteen Lakhs Eighty Two Thousand Eight Hundred And Ninety only) along with interest at 5% annually on the adjudged amount until the full payment is made.
40 Exceptional Item:
Due to a natural calamity specifically heavy rainfall which resulted in waterlogging in the area of Bhiwandi -Maharashtra. The Company’s warehouse facility is situated at Arihant Warehouse. Bhiwandi. were disrupted due to heavy rainfall and waterlogging for continuous three days However. Partial operations were resumed sooner. The Company then took appropriate steps to restore normalcy and ensure continued operations. An insurance claim of T281.73 lakhs was filed for the resultant loss and damage. The claim was rejected by the insurance company on technical grounds. The Company is in correspondence with the insurer to resolve the matter. Due to financial year end book closure, the losses have been recognized in the reporting period and disclosed under exceptional items
41 The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period
42 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies). including foreign entities ("Intermediaries0) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
43 The Company doesn’t have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as. search or survey or any other relevant provisions of the Income Tax Act. 1961.
44 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year
45 In the opinion of the board of directors the current assets, loan & advances are realisable in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
46 Net Profit after tax for the year has been used as the numerator and number of shares has been used as denominator for calculating the basic and diluted earnings per shares
48 i here are no indications of impairment on any individual cash generating assets or on cash generating units in the opinion of management and therefore no test of impairment is carried out.
49 All the known income and expenditure and assets and liabilities have been taken into account and that all the expenditure debited to the profit and loss account have been exclusively incurred for the purpose of the company's business.
50 Balance in the accounts of debtors, creditors and advances are subject to confirmation/ reconciliation/ adjustment from the respective parties.
51 The loans and advances made by company are unsecured and treated as current assets and not prejudicial to the interest of the company.
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