1. Equity Share Capital includes
29,945,550 (29,945,550) Equity Shares of Re. 1/- each issued through QIP in FY 2009-10 352,398 (352,398) Equity shares of Re. 1/- each issued against conversion of 350 FCCB of USD ($) 1,000/- each in FY 2009-10 638,656,636 (638,656,636) Equity shares issued as right shares of Re. 1/- each during the FY 2010-11 44,000 (2,934,760) Equity Shares of Re. 1/- each representing 2,200 ( 1,46,738) Global Depository Receipts in the ratio of 20 Equity Shares for each GDR 88,801,800 (88,801,800) Equity shares of Re. 1/- each issued as fully paid up Bonus Shares by capitalization of General reserve
2. Rights, preferences and restrictions attached to the Equity Shares
3. Equity Shares of Re. 1/- each
4. In respect of every equity share , voting right shall be in same proportion as the capital paid upon such equity share bears to the total paid up equity capital of the company.
5. The dividend if any proposed by the Board of Directors remain subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
6. In the event of liquidation, the holders of Equity shares are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.
7. Preference Shares of Rs. 100/- each
8. In respect of every preference share, dividend @ 4% fixed rate is payable in every year subject to approval at Annual general meeting.
9. In the event of liquidation ,preference shareholders have preferential right over Equity shareholders to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings, before distribution to equity shareholders.
As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
10. Notes to Preference Share Capital
4% Non Convertible Redeemable Preference shares allotted on 30.06.2003 were redeemable at par at any time after a period of 12 years from the date of their allotment. Since then the redemption period was extended to 30.06.2022 in the Annual General Meeting held on 27.09.2010.
11. In view of the losses incurred during the year, no debenture redemption reserve has been created.
12. Notes to Non Convertible Debentures
13. Security Coverage :-
14. 11.75% Non-Convertible Debenture:- Rs. 93.00 Crores Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura , Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.
15. 11.75% Non-Convertible Debenture:- Rs. 87.85 Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura , Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.
16. 13.00% Non-Convertible Debenture:- Rs. 93.50 Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura, Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.
17. 12.00% Non-Convertible Debenture:- Rs. 250.00 Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura, Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.
18. As informed to us, during the year some of the NCD holders have recalled their debts and accordingly they have been classified as current liability.
19. Notes on Term Loans
Security Coverage:
20. ICICI Bank (Vehicle Loan): Secured by hypothecation of Vehicle.
21. Jammu & Kashmir Bank :
22. Secured by 1st charge on all the moveable assets relating to 51 WTGs including but not limited to moveable machinery, machinery spares, tools and accessories ( present & future ),
23. 1st and exclusive charge by way of mortgage of all company’s immovable properties, but not limited to land relating to 51 WTGs ( present & future),
24. 1st and exclusive charge by way of hypothecation of company’s book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature and wherever arising from the 51 WTGS ( present & future),
25. 1st and exclusive charge on all the bank accounts of the WTGs but not limited to the escrow account to be maintained with bank at BU Vasant Vihar, New Delhi through which all the projects cash flow will be routed,
26. 1st and exclusive charges on the lease rentals accruing to the company by leasing out 17 WTGs at Gujrat to M/s Octal Suppliers Pvt Ltd,
27. Exclusive 1st charge by way of assignment on all project documents, rights, title, interest, benefits, claims, demands of whatsoever nature and insurance policies relating to 51 WTGs and Personal Guarantee of the Promoters directors.”
28. Notes on Corporate Loans
Security Coverage:
29. IFCI Ltd: Secured by first Pari-Passu charge on entire fixed assets of Rice division of the Company with minimum assets coverage of 1.25 . And pledge of 14,42,97,567 shares (out of which 116,852,438 shares were sold by the IFCI Ltd. during the year ended 31.03.2015) of the company held by four promoter group companies, repayable in five equal quarterly installments of Rs. 20 Crores w e f October 2013.
30. Jammu and Kashmir Bank: Secured by residual charge on the company’s total assets present and future with minimum coverage 1.25 times and corporate guarantee of the company, repayable in twelve quarterly installments we.f February 2014.
31. Dhanlaxmi Bank: Secured by first Pari-Passu charge on entire fixed assets of the Rice Division of the Company and Subservient charge over the entire assets of the Rice Division of the company with minimum assets coverage of 1.25 to be repayable in 36 equal monthly installments of Rs. 13,888,889 we.f. Feb,12.
32. Since the Company has defaulted in repayment of Term loans, Corporate Loans and Long Term Working Capital Loan together with interest. The lenders have recalled their debts and it has been shown as Current Liability.
33. Maturity Profile of Secured Loans
34. 5.5% Unsecured Foreign Currency Convertible Bonds
The Company issued on 13.11.2009, 5.5% 105000 Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating US $105 million [Rs 493.71 Crores] at par. The bonds were redeemable on 13th November, 2014 unless previously converted; these bonds were convertible into equity shares at an initial conversion price of Rs. 46.70 per equity share with existing fixed rate of exchange on conversion @ Rs. 47.02 = US $ 1.00 at the option of the bond holder at any time on or after 22nd December, 2009 and prior to the close of business on 13th November, 2014. The outstanding 104,650 bonds when fully converted would have resulted in issue of additional 105,367,088 equity shares of Rs. 1/-each. Apart from this, FCCB holders retain the right to subscribe in Equity Shares to the extent of 210,734,176 Equity Shares of the Company as per Letter of Offer issued by the Company for Issue of Right Equity Shares in the ratio of 2:1 at a price of Rs. 19.50 (Including Share Premium of Rs. 18.50 per share) at the time of conversion into Equity Shares on or before 13th November, 2014. Since then neither repayment has been made by the company nor any request for conversion has been received from FCCB holders and the liability of FCCB Bonds are restated with Foreign Exchange Rate as applicable as on the Balance Sheet date.
35. Security Coverage :-
Working Capital Loans from Banks are secured by creation of first pari passu charge stocks of Rice, Paddy, Book Debts & Stores, etc, and by second charge on all Fixed Assets both Present and future of the Rice Division.
36. Due to default in repayment of working capital facilities & Interest thereon the lenders have recalled their facilities and they have issued the notice on company U/s 13(2) of The SARFAESI Act, 2002.
37. In the view of defaults in repayment of facilities & interest thereon on working capital, one of the banker has filed a winding up petition before Hon’ble Calcutta High Court for recovery of their dues.
38. Creditors for Others are due in respect of goods purchases or services received in the normal course of business
39. Based on the information available with the company there are no dues payable to Micro, Small and Medium Enterprises as defined in The Micro, Small and Medium Enterprises Development Act 2006. This has been determined to the extent such parties have been identified on the basis of information available with the Company which has been relied upon by the Auditors.
40. The Company has given Operating Lease of 17 WTGs to Octal Suppliers Pvt. Ltd. but due to intervention of the lender Jammu & Kashmir Bank, who is claiming the Electric Bill against their dues, and due to this dispute, the Electricity Company did not make any payment to the Lessee and therefore they stopped payment of the Lease Rent. The Lease Agreement could not be effected due to dispute and will be accounted for after due settlement, if any. Therefore, Lease Rent Receivables are doubtful of recovery.
41. Due to liquidity crunch being faced by the company, it was not able to procure adequate quantum of Raw Material during the year, which has resulted in temporary shutdown of one of its unit and partly shut down of second unit. However the third being grading & packing units has been operational.
42. The Company has defaulted in payment of obligations in respect of all the Banks/Financial Institutions/Non- Convertible Debentures holders together with interest thereon on due dates. As a result thereof all the Working Capital Banks, Term Lenders and NCD Holders had initiated the Corrective Action Plan (CAP) through the Joint Lenders Forum (JLF) in accordance with the RBI’s SMA Guidelines dated February 26,2014. A lender bank initiated a Winding up proceedings against the company for recovery of dues. Now notices have been issued by the lenders u/s 13(2) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. This may have adverse effect on the functioning of the company on going forward basis.
43. Net worth of the company has fully eroded due to huge losses incurred by the company. The company has already made an application before the Ld. BIFR in terms of section 15(1) of The Sick Industrial Company Act (SICA), 1985.
44. Dividend on preference shares for the year ended 31st March 2013, approved in AGM held on 30th Sep 2013, remains un deposited in the Bank and unpaid to the Shareholders.
45. The financial statement indicates that the company has accumulated losses and its net worth is fully eroded. The company has incurred net loss during the current year and in the previous year. The Company’s current liabilities has exceeded its current assets as at the balance sheet date. These conditions along with other matters set out above indicates the existence of material uncertainty that may cast significant doubt about the company’s ability to continue as going concern. However the financial statements of the company has been prepared by the management on the going concern basis.
46. Trade Receivables, Loans & Advances and Trade Payables are subject to confirmation.
29.7) In the opinion of the Board of Directors, Current Assets and Loans and Advances have the value at which they are stated in the Balance Sheet if realized in the ordinary course of Business unless otherwise stated. The provision for all known liabilities are adequate and not in excess of the amount reasonably necessary.
47. RELATED PARTY DISCLOSURE
In accordance with Accounting Standard 18 on Related Party Disclosure issued by the Institute of Chartered Accountants of India, the company has complied with the required information as per details given below:
48. List of Related Parties
49. Key Management Personnel
50. Mr. Sandip Jhunjhunwala ( Managing Director )
51. Name of Companies, where control exist (either individually or with others) and with whom the company had transactions during the year
52. Dr. ING N.K. Gupta Technical Consultants (P) Ltd.
53. REI Six Ten Retail Ltd
54. My Grahak Shopping Online Ltd
55. Director’s Relatives
56. Mr. Kailash Chandra Jhunjhunwala
57. Mrs. Koushalya Devi Jhunjhunwala
58. Mrs. Sanjay Jhunjhunwala
59. Mrs. Suruchi Jhunjhunwala
60. Mr. Shreyans Jhunjhunwala
61. Wholly owned Subsidiary Companies
62. Ammalay Commoditiess JLT, Dubai and its subsidiaries
63. Ammalay General Trading LLC, Dubai
64. Ammalay FZE, Sharjah, UAE
65. Surimp International Pte Ltd, Singapore
66. Ammalay Mines Et Minerauux SARL, Morocco
67. Surimp Shipping Ltd, British Virgin Islands
68. Alia North Ltd, Hong Kong
69. Ammalay International PTE, Ltd, Singapore
70. Auckland Holdings Ltd, Mauritius
71. Holy Stars Ltd, Mauritius
72. Orient Agro (M) Ltd, Mauritius
73. Associate Company Varrsana Ispat Limited Anagi Construction Pvt Ltd
74. Previous year’s figures have been regrouped/re-arranged wherever considered necessary .
75. Figures in brackets in Notes to financial statement denote previous year’s figure
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