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Notes to Accounts of 20 Microns Ltd.

Mar 31, 2015

1. Rights, Preferences and Restrictions Attached to Equity Shares

i The Company has only one class of shares referred to as equity shares having a par value of Rs. 5 each.

ii Each holder of equity shares is entitled to one vote per share which can be exercised either personally or by an attorney or by proxy.

iii The dividend proposed if any by the Board of Directors is subject to approval of the shareholders in the ensuing general meeting except in the case of interim dividend.

iv In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

2. Details of Securities

The term loans obtained as consortium loans are secured by way of

3. First pari-passu charge by way of mortgage / hypothecation over :

4. Plot No. 157 Mamura, Bhuj (admeasuring 3.20 acres)

5. Negative lien on Plot No. 158,156,149 of Mamuara, Bhuj (admeasuring 74399 sq.mtrs.)

6. Plot No. 172,174 & 175, Vadadala, Baroda (admeasuring 03.00.01 hectares)

7 Plot No. F-75/76/82/85 & H-83/84, RIICO I.A., Swaroopganj, Rajasthan (admeasuring 9,457.50 sq.mtrs.)

8. 307/308, Arundeep Complex, Race Course, Baroda (admeasuring 1,405 super built up area)

9. 134,135 1st Floor, Hindustan Kohinoor Ind. Complex, LBs Marg, Vikhroli (W), Mumbai (admeasuring 870 sq. ft.)

10. Plot No. B-77 (Admeasuring 8825 sq. mts.) and B-78 (Admeasuring 8480 sq. mts), Matsya Industrial Area, Alwar, Rajasthan.

11. Plot no. 253-254 (area 3000 sq.mtrs.) and plot no.728 & 729 (area 4061 sq mtrs), GIDC, Waghodia

12. Plot no. F-140 (admeasuring 2304 sq.mtrs.)

13. Plot no.23 & 24 (area 3.29 acre), SIPCOT Industrial Estate, Phase-II, Hosur, Krishnagiri, Tamil Nadu

14. Plot no.104/3 of land located at survey no 65, village Puthur, Tirunvelli, Tamil Nadu (admeasuring 20,261 sq.mtrs.)

15. Plant and machinery, both present and future, wherever situated at all factories and premises pertaining to above locations.

16. Second pari-passu charge bv wav of mortgage / hypothecation over :

Current assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

17. All the term loans are further collaterally secured by personal guarantee of Executive Chairman, CEO and Managing Director, Managing Director of the company and corporate guarantee by "Eriez Finance & Investement Ltd.", a company where significant influence exists.

18. Term loans of Rs. 88.79 Lacs (Previous Year: Rs. 133.63 Lacs) obtained for acquisition of assets (vehicles) are secured only by the hypothecation of the respective assets financed.

19. Restructuring of Term and Working Capital Loans during the Year

During the financial year ended March 31,2015, the Company's proposal of restructuring of existing fund based and non-fund based financial facilities with Consortium Bankers namely State Bank of India and IDBI Bank Limited was approved. The cut off date agreed is 1st April,2014 and restructuring is subject to renewal and reassessment every year.

As per the restructuring proposal, the existing Term Loans and Corporate Loan have been rescheduled / restructured and certain portion of interest has been converted into Funded Interest Term Loans (FITL). Repayment of Term Loans, Corporate Loan and FITL shall be made in equal monthly instalments from April 2016 after considering a moratorium period of 24 Months. Important conditions of the restructuring proposals are as under :

20. Release of primary security in the form of land and building located at the following locations with the condition to deposit the sale proceeds in Term Loan account(s):

Plot Nos.- 253 &254, 728&729, GIDC Waghodia.

Plot nos-F-75/76/82/85 & H-83/84, RIICO, Swaroopgunj, Rajasthan.

Plot no-140, Alwar, Rajasthan.

Survey no-65, Door no. 104-3, Puthur village, Tirunelvelli.

307-308, Arundeep Complex, Vadodara.

21. all advances are to be collaterally secured by pledge of entire shareholding of promoters of the Company i.e. of 8,500,547 shares including 1,550,235 unencumbered shares of Corporate Promoter being "Eriez Finance & Investment Limited".

22. Eriez Finance & Investment Limited is to provide corporate guarantee as security which has been provided on 26th March,2015.

23. Any deficit in estimated internal accruals / cash flow during the restructured period shall be made up by additional promoters' contribution (non-interest bearing funds).

24. No additional capex (except to the extent captured in the CMA) or change in management structure of the company shall be made without prior permission of the Consortium.

25. In the event of increase in Paid-Up Capital of the company, the promoters' shall pledge their shares additionally, to ensure that total pledged shares to Banks forms 30% of the total Paid-Up Capital.

26. Company shall not declare dividends or increase remuneration / compensations to Directors / top executives without prior approval of the Banks.

27. Details of Securities

The working capital facilities are secured by way of:

1 First pari-passu charge by way of hypothecation of:

Current Assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

2 Second pari-passu charge on factories and premises and plant and machineries, both present and future, wherever situated, but pertaining to the locations stated in note 3(d)(1).

3 The working capital finance facilities are further collaterally sercured by personal guarantee of Executive Chairman, CEO and Managing Director, Managing Director of the company and corporate guarantee by "Eriez Finance & Investement Ltd. ", a company where significant influence exists.

28. Contingent Liabilities and Commitments (To the extent not provided for)

(A) Contingent Liabilities

(i) Claims against the company not acknowledged as debt:

The Company does not have any claims note acknowledged as debt as on the balance sheet date (Previous Year Rs. Nil)

(ii) Other money for which the company is contingently liable - Matter under dispute:

(Rs. in lacs)

Sr. Particulars 2014-15 2013-14 No.

1 Demand of Sales Tax, Value Added Tax and Central Sales Tax (An amount of Rs. 3.10 lacs deposited under protest) 12.53 12.53

2 Claims from Excise and Customs authorities not acknowledged as debt. (An amount of Rs. 19.12 lacs deposited under protest in previous year) 758.44 773.56

3 Demand of Income Tax 125.00 70.23

(iii) Guarantees and Letter of Credits:

* Company has given guarantee of Rs. 1,225.00 lacs (Previous Year Rs. 1,225.00 lacs) on behalf of subsidiary company.

* Guarantee given by Company's Bankers in normal course of business Rs. 205.11 lacs (Previous Year Rs. 39.46 lacs).

* Inland / Foreign Letter of Credit issued by Bank Rs. 2434.51 lacs (Previous Year Rs. 1896.42 lacs).

(B) Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account, not provided for amounting to Rs. 15.67 lacs (Net of Advances of Rs. 808.90 lacs) [Previous Year Rs. 26.28 lacs (Net of Advances of Rs. 1125.28 lacs)]

29. In the opinion of the management, the current assets and loans and advances considered as non-current and other non-current assets are stated at value, which is realizable in the ordinary course of business and provision is made for all known material liabilities. Balances of Trade Receivable and Trade Payables are subject to confirmation, reconciliation and consequential adjustments, if any.

30. Segment Information

The Company operates only in one business segment namely Micronized Minerals. In view of this, no separate disclosure is required under AS-17.

31. Related party transactions

Notes :

1. Following are the List of Independent Directors with whom no transactions has been occurred during the Financial year 2014-15 other than payment of sitting Fees :

a) Mr. Pravinchandra M. Shah

b) Mr. Ram A. Devidayal

c) Mr. Atul H. Patel

d) Mr. Ajay I. Ranka

2. 20 Microns Nano minerals Limited, 20 Microns SDN.BHD, 20 Microns FZE, have been using software package being "SAP" by 20 Microns Limited without payment of Consideration.

32. Leases

A) The Company has obtained several premises for its business operations under leave and license agreements. These are generally not non-cancelable lease and are renewable on mutual consent on mutually agreeable terms. Lease payments are recognized in the statement of profit and loss as rent expenses amounting to Rs. 278.00 lacs (previous year Rs. 264.50 lacs)

B) The Company has given land and building on operating lease for period ranging from 11 months to 60 months. During the year, the company has also given plant and machinery on operating lease and has recognized the lease rent on both assets in the statement of profit and loss amounting to Rs. 9.15 lacs (Previous Year Rs. 8.52 lacs)

33. Forward Contracts

A) The Company uses forward contracts to hedge its risks associated with fluctuations in foreign currency and interest rates. The use of forward contracts is covered by Company's overall strategy. The Company does not use forward covers for speculative purposes.

B) Part of the foreign currency loans are covered by comprehensive hedge which effectively fixes liability of such loans and further there is no additional risk involved post hedging of such loans.

C) The outstanding forward contracts as at March 31,2015 is Rs. 143.42 lacs (Previous Year Rs. 245.00 lacs) in respect of hedging currency related risk.

34. As per Section 74(1) of the Companies Act, 2013, the Company is required to make repayment of deposit accepted prior to 31.03.2014 within a period of one year from 01.04.2014 or the date on which deposit becomes due for payment, whichever is earlier. The Company has repaid the deposits which have matured during the year 2014-15. However, in respect of deposits maturing after 31.03.2015, the Company has made an application dated March 29, 2015 under Section 74 (2) of the Companies Act, 2013, before the Company Law Board, Western Region Bench, Mumbai to allow the Company to re-pay the deposits upto and inclusive of the time as agreed with the fixed deposit holders. Pending the outcome of the application made the deposits are not re-paid by the Company before 31.03.2015. Consequently, the classification of deposit in to Current and Non-Current Category is made considering the period within which deposit will be repaid.

35. The figures of the previous year have been regrouped / reclassified, where necessary, to confirm with the current year's classification.


Mar 31, 2014

1.a. Rights, Preferences and Restrictions Attached to Equity Shares

i The Company has only one class of shares referred to as equity shares having a par value of Rs. 5 each.

ii Each holder of equity shares is entitled to one vote per share which can be exercised either personally or by an attorney or by proxy.

iii The dividend proposed if any by the Board of Directors is subject to approval of the shareholders in the ensuing general meeting except in the case of interim dividend.

iv In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

b. The Company has not bought back any equity shares, has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash and has not allotted bonus shares, for the period of five years immediately preceding March 31,2014.

c. Details of Securities

The term loans obtained as consortium loans are secured by way of

2. First pari-passu charge by way of mortgage / hypothecation over :

i. Plot No. 149,156,157 &158 Mamura, Bhuj (admeasuring 88,864 sq.mtrs.)

ii. Plot No. 172,174 & 175, Vadadala, Baroda (admeasuring 03.00.01 hectares)

iii. Plot No. F-75/76/82/85 & H-83/84, RIICO I .A., Swaroopganj, Rajasthan (admeasuring 9,457.50 sq.mtrs.)

iv 307/308, Arundeep Complex, Race Course, Baroda (admeasuring 1,405 sq. ft super built up area)

v 134,135 1st Floor, Hindustan Kohinoor Ind. Complex, LBs Marg, Vikhroli (W), Mumbai (admeasuring 870 sq. ft.)

vi. Plot No. B-77 (Admeasuring 8825 sq. mts.) and B-78 (Admeasuring 8480 sq. mts), Matsya Industrial Area, Alwar, Rajasthan.

vii. Plot no. 253-254 (area 3000 sq.mtrs.) and plot no.728 & 729 (area 4061 sq mtrs), GIDC, Waghodia.

viii. Plot no. F-140 (admeasuring 2304 sq.mtrs.), F-141 (admeasuring 2275 sq.mtrs.), F-142 (admeasuring 1950 sq.mtrs.), RIICO Industrial Area, Alwar, Rajasthan.

ix. Plot no. 23 & 24 (area 3.29 acre), SIPCOT Industrial Estate, Phase-II, Hosur, Krishnagiri, Tamil Nadu

x. Plot of land located at survey no 65, village Puthur, Tirunvelli, Tamil Nadu (admeasuring 20,261 sq.mtrs.)

xi. Plant and machinery, both present and future, wherever situated at all factories and premises pertaining to above locations.

3. Second pari-passu charge by way of mortgage / hypothecation over:

Current assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

3. All the term loans are further collaterally secured by personal guarantee of Chairman and Managing Director, Managing Director and Joint Managing Director of the Company.

4. Term loans of Rs. 133.63 Lacs (Previous Year: Rs. 153.52 Lacs) obtained for acquisition of assets (vehicles) are secured only by the hypothecation of the respective assets financed.

a. Details of Securities

The working capital finance facilities are secured by way of:

1. First pari-passu charge by way of hypothecation of:

Current Assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

2. Second pari-passu charge on factories and premises and plant and machineries, both present and future, wherever situated, but pertaining to the locations stated in note 3(d)(1).

3. The working capital finance facilities are further collaterally secured by personal guarantee of Chairman and Managing Director, Managing Director and Joint Managing Director of the Company.

5. Contingent Liabilities and Commitments (To the extent not provided for)

(A) Contingent Liabilities

(i) Claims against the company not acknowledged as debt:

The Company does not have any claims note acknowledged as debt as on the balance sheet date (Previous Year Rs. Nil)

(ii) Other money for which the company is contingently liable - Matter under dispute:

(Rs. in lacs) Sr. Particulars 2013-14 2012-13 No. 1 Demand of Sales Tax, Value Added Tax and Central Sales Tax (An amount of Rs. 3.10 lacs deposited under protest) 12.53 12.53

2 Claims from Excise and Customs authorities not acknowledged as debt. (An amount of Rs. 19.12 lacs deposited under protest) 773.56 761.86

3 Demand of Income Tax 70.23 21.46

(iii) Guarantees and Letter of Credits:

* Company has given guarantee of Rs. 1,225.00 lacs (Previous Year Rs. 1,225.00 lacs) on behalf of subsidiary company.

* Guarantee given by Company''s Bankers in normal course of business Rs. 39.46 lacs (Previous Year Rs. 57.01 lacs).

* Inland / Foreign Letter of Credit issued by Bank Rs. 1,896.42 lacs (Previous Year Rs. NIL).

(B) Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account, not provided for amounting to Rs. 26.28 lacs (Net of Advances of Rs. 1125.28 lacs) [Previous Year Rs. 474.18 lacs (Net of Advances of Rs. 1088.08 lacs)]

6. In the opinion of the management, the current assets and loans and advances considered as non-current and other non- current assets are stated at value, which is realizable in the ordinary course of business and provision is made for all known material liabilities. Balances of Trade Receivable and Trade Payables are subject to confirmation, reconciliation and consequential adjustments, if any.

7. Segment Analysis

The Company operates only in one business segment namely Micronized Minerals. In view of this, no separate disclosure is required under AS-17.

8. Leases

(A) The Company has obtained several premises for its business operations under leave and license agreements. These are generally not non-cancelable lease and are renewable on mutual consent on mutually agreeable terms. Lease payments are recognized in the statement of profit and loss as rent expenses amounting to Rs. 264.50 lacs (previous year Rs. 231.10 lacs)

(B) The Company has given land and building on operating lease for period ranging from 11 months to 60 months. During the year, the company has also given plant and machinery on operating lease and has recognized the lease rent on both assets in the statement of profit and loss amounting to Rs. 8.52 lacs (Previous Year Rs. 7.80 lacs )

9. Forward Contracts

(A) The Company uses forward contracts to hedge its risks associated with fluctuations in foreign currency and interest rates. The use of forward contracts is covered by Company''s overall strategy. The Company does not use forward covers for speculative purposes.

(B) Part of the foreign currency loans are covered by comprehensive hedge which effectively fixes liability of such loans and further there is no additional risk involved post hedging of such loans.

(C) The outstanding forward contracts as at March 31,2014 is Rs. 245.00 lacs (Previous Year Rs. 789.08 lacs) in respect of hedging currency related risk.

10. As per Section 74(2) of the Companies Act, 2013, the Company is required to make repayment of deposit accepted prior to 31.03.2014 within a period of one year from 01.04.2014 or the date on which deposit becomes due for payment, whichever is earlier. However the management believes that in terms of the provisions of Section 76(2) of the Companies Act, 2013 read with Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014, the Company can make repayment of deposits within the period as per the terms of acceptance of deposits. Consequently, the classification of deposit in to Current and Non Current Category is made considering the period within which deposit will be repaid.

11. The figures of the previous year have been regrouped / reclassified, where necessary, to conform to the current year''s classification.


Mar 31, 2013

1. CONTINGENT LIABILITIES AND COMMITMENTS

(To the extent not provided for)

A. Contingent Liabilities

(i) Claims against the company not acknowledged as debt:

The Company does not have any claims note acknowledged as debt as on the balance sheet date (Previous Year: Rs. Nil)

(ii) Other money for which the company is contingently liable - Matter under dispute:

(Rs. in Lacs]

Sr. No. Particulars 2012-13 2011-12

1 Demand of Sales Tax, Value Added Tax & Central Sales Tax 12.53 5.85

2 Claims from Excise and Customs authorities not 754.44 897.35 acknowledged as debt._

3 Demand of Income Tax 21.46 209.31

(iii) Guarantees and Letter of Credits:

- Company has given guarantee of Rs.1,225.00 Lacs (Previous Year: Rs. 1,225.00 Lacs) on behalf of subsidiary company.

- Guarantee given by Company''s Bankers in normal course of business Rs.57.01 lacs (Previous Year: Rs.31.19 Lacs).

- Inland / Foreign Letter of Credit issued by Bank Rs. Nil [Previous Year: Rs.372.59 Lacs).

Particulars

B. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) amounting toRs. 474.18 lacs [Net of Advances of Rs.1088.08) [Prev. Year:Rs. 812.80 lacs] (Net of Advances ofRs. 1308.19)

C. Other Commitments:

Company has decided to transfer its undertaking, associated with the Mineral Products viz. Calcined Clay, China Clay and Talc, by way of slump sale to a wholly owned subsidiary, subject to necessary approvals including the licenses, permits, consents and approval whatsoever on a going concern basis. The shareholders of the Company have approved the decision of the board and the resolution in these regards was announced as passed on 18.03.2013.

2. In the opinion of the management, the current assets and loans and advances considered as non-current and other non-current assets are stated at value, which is realizable in the ordinary course of business and provision is made for all known material liabilities. Balances of Trade Receivable and Trade Payables are subject to confirmation, reconciliation and consequential adjustments, if any.

3. SEGMENTANALYSIS

The Company operates only in one business segment i.e. Industrial Minerals. In view of this, no separate disclosure in required underAS-17.

4. RELATED PARTY TRANSACTIONS

As required under the Accounting Standard AS - 18 on "Related Party Disclosures" as notified by The Companies (Accounting Standards] Rules, 2006 are given below:

[A) List of related parties:

a. Enterprises where control exists (subsidiaries):

a. 20 Microns SDN BHD

b. 20 Microns Nano Minerals Limited

c. 20 Microns FZE

b. Enterprises where significant influence exists:

a. DMC Limited

b. Bruno Industrial Products Limited

c. Microns Logistic Private Limited

d. Eriez Finance & investment Limited

e. Aric 20 Microns Infracon Private Limited

f. Platy Minerals Private Limited

g. Nanotech Minerals India Private Limited

h. Ultra Minechem Equipments Private Limited

i. 20 Microns Foundation Trust,

j. 20 Microns ESOSTrust.

c. Key Management Personnel:

a. ShriCSParikh - Chairman and Managing Director

b. Shri SR Parikh - Whole Time Director

c. Shri RC Parikh - Managing Director

d. Shri AC Parikh - Jt. Managing Director

d. Relatives of Key Management Personnel:

a. Mrs.IC Parikh – Wife of Shri CSParikh

b. Shri LR Parikh – Brother of Shri Sudhir Parikh

c. Mrs DS Parikh – Wife of Shri Sudhir Parikh

d. Mrs SR Parikh - Wife of Shri Rajesh C Parikh

e. Ms.VR Parikh – Daughter of Shri Rajesh C Parikh

f. Mrs PA Parikh - Wife of Shri AC Parikh

g. Shri SR Parikh [HUF] - Shri SR Parikh is Karta of HUF

* Loans and advances of enterprise where significant influence exists includes Rs. 8.45 lacs (Previous Year Rs. 3.00 lacs) advanced to 20 Microns ESOS Trust for acquiring the equity shares of the company, for the benefit of the employees.

* Loans and advances of enterprise where significant influence exists includes Rs. 18.60 lacs (previous yearRs. 10.15 lacs) advanced to 20 Microns ESOS Trust for acquiring the equity shares of the company, for the benefit of the employees.

5. LEASES

(A) The Company has obtained several premises for its business operations under leave and license agreements. These are generally not non-cancelable lease and are renewable on mutual consent on mutually agreeable terms. Lease payments are recognized in the profit and loss account as rent expenses amounting to Rs. 231.10 (previous year Rs. 229.09 lacs)

(B) The Company has given land and building on operating lease for period ranging from 11 months to 60 months. During the year, the company has also given plant and machinery on operating lease and has recognized the lease rent on both assets in the profit and loss account amounting to Rs. 7.8 lacs (Previous Year Rs. 21.55 lacs)

* The Basic and Diluted Earnings Per Share for the year 2011-12 is calculated considering the split of face value of Equity Sha res from Rs. 10 each to Rs.5 each.

6. FORWARD CONTRACTS

(A) The Company uses forward contracts to hedge its risks associated with fluctuations in foreign currency and interest rates. The use of forward contracts is covered by Company''s overall strategy. The Company does not use forward covers for speculative purposes.

(B) Part of the foreign currency loans are covered by comprehensive hedge which effectively fixes liability of such loans and further there is no additional risk involved post hedging of such loans.

(C) The outstanding forward contracts as at March 31,2013 is Rs. 789.08 Lacs (Previous Year Rs. 4859.04 Lacs) in respect of hedging currency related risk.

7. EQUITY DIVIDENDS

7.1 Dividends declared

The board of directors in its meeting held on May 23,2012, recommended a final dividend of Rs. 1.80 per equity share of Rs. 10 each (18% of face value) for financial year 2011-12, which was duly approved by the shareholders of the Company in the Annual General Meeting of the company held on August 9,2012.

7.2 Dividends proposed

The board of directors in their meeting held on 28.05.2013 have proposed a dividend of Rs.0.50 per equity share of Rs.5 each (10% of face value) for the financial year 2012-13. The same is subject to shareholder''s approval in the Annual General Meeting.

8. EVEN TSAFTER THE BALANCE SHEET DATE

The shareholders in the Extra-ordinary general meeting held on May 25,2013 approved the allotment of 4,00,000 Fully Convertible Debenture (FCD) ofRs. 100 each on a preferential basis to M/s Pratik Minerals Private Limited as specified in the notice of the Extra-Ordinary General Meeting issued by the Company on April 26,2013. The terms and conditions of the allotment are:

a) The FCD shall be compulsorily convertible into Equity Shares at the end of 6 months from the date of allotment of FCD.

b) Each FCD is convertible into Equity Share of the Company of the face value of Rs.5/- each at a prevailing average market value as calculated at an average closing price of last 26 weeks OR average of last 2 weeks average closing prices, whichever is higher from the relevant date.

c) The applicant to the said FCD shall make 100% payment for the subscription to the 4,00,000 FCDs of the face value ofRs. 100/- each, at the time of applying.

d) The FCD shall carry interest of 0% coupon rate.

e) The Equity shares to be issued on compulsory conversion of the FCD, shall be under lock in for a period of one year and the lock in date shall commence from the date of conversion.

f) The issue shall remain open for subscription for a period of 1 month from the shareholders resolution.

g) Any terms other than above shall be governed by the relevant provision of the SEBI Regulations and Companies Act, 1956 in this regards.

The fresh Equity Shares allotted on conversion of FCDs shall rank pari passu in all respects with the existing Equity Shares of the company. As at the Balance Sheet date the Company has received Rs. 200.00 Lacs as Inter Corporate Deposit from the proposed allotted which is shown under the head long term borrowing [Note No. 4). Subsequent to the balance sheet date Company has received the balance consideration of Rs.200.00 Lacs from the proposed allottee.


Mar 31, 2012

A. Rights, preferences and restrictions attached to shares

i The Company has only one class of shares referred to as equity shares having a par value of Rs 10/-.

ii Each holder of equity shares is entitled to one vote per share which can be exercised either personally or by an attorney or by proxy.

The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing general meeting except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the remaining assets of the Company, after iv distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

b. Shares reserve for issue under commitment to convert warrants into equity shares

i The shareholders in the Extra-ordinary general meeting held on April 23, 2012 approved the allotment of 15,00,000 warrants on a preferential basis to promoters and other investors as specified in the notice of the Extra-Ordinary General Meeting issued by the Company on March 23, 2012. Each warrant is convertible into 1 (one) Equity Share of the Company of the face value of ' 10/- each at a premium of ' 80/- per share. Each warrant being priced at' 90/- per share. On compliance of conditions of issue of warrants the warrants shall be converted in to 15,00,000 Equity Shares out of the unissued portion of share capital.

c. Details of securities

The term loans obtained as consortium loans are secured by way of

1 first pari-passu charge over :

i. Plot No. 157, Mamura, Bhuj (admeasuring 3.20 acres)

ii. Plot No. 172,174 & 175, Vadadala, Baroda (admeasuring 03.00.01 hectares)

iii. Plot No. F-75/76/82/85 & H-83/84, RIICO I.A., Swaroopganj, Rajasthan (admeasuring 9,457.50 sq.mtrs.)

iv. 307/308, Arundeep Complex, Race Course, Baroda (admeasuring 1,405 super built up area)

v. 134,135 1st Floor, Hindustan Kohinoor Ind. Complex, LBs Marg, Vikhroli (W), Mumbai (admeasuring 870 sq. ft.)

vi. Corporate office at plot no.347, GIDC, Waghodia

vii. Plot no. 253-254 (area 3000 sq.mtrs.) and plot no.728 & 729 (area 4061 sq mtrs), GIDC, Waghodia

viii. Plot no. F-140 (admeasuring 2304 sq.mtrs.), F-141 (admeasuring 2275 sq.mtrs.), F-142 (admeasuring 1950 sq.mtrs.), RIICO Industrial Area, Alwar, Rajasthan.

ix. Plot no.23 & 24 (area 3.29 acre), SIPCOT Industrial Estate, Phase-II, Hosur, Krishnagiri, Tamil Nadu

x. Plot no.104/3, village Puthur, Tirunvelli, Tamil Nadu (admeasuring 20,261 sq.mtrs.)

xi. Plant and machinery, both present and future, wherever situated at all factories and premises pertaining to above locations.

2 second pari-passu charge over:

current assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

All the term loans are further collaterally secured by personal guarantee of Chairman and Managing Director, Managing Director and Joint Managing Director of the Company.

Term loans of Rs 176.30 Lacs (Previous Year:Rs 163.27 Lacs) obtained for acquisition of assets (vehicles) are secured only by the hypothecation of the respective assets financed.

c. Details of securities

The working capital finance facilities are secured by way of:

1 first pari-passu charge over:

current assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

second pari-passu charge on factories and premises and plant and machineries, both present and future, wherever situated, but pertaining to the locations stated in note 3(d)(1).

The working capital finance facilities are further collaterally secured by personal guarantee of Chairman and Managing Director, Managing Director and 3 Joint Managing Director of the Company.

B.8 Discount Rate used for valuing liabilities is based on yields (as on valuation date) of Government Bonds with tenure similar to the expected working lifetime of the employee.

B.9 Estimates of future salary increase are based on inflation, seniority, promotion and other relevant factors such as demand and supply in the employment market. This assumption has been determined in consultation with the company.

3. Contingent Liabilities and Commitments

(To the extent not provided for)

A. Contingent Liabilities

(i) Claims against the company not acknowledged as debt:

The Company does not have any claims note acknowledged as debt as on the balance sheet date (Previous Year: Rs Nil)

(ii) Other money for which the company is contingently liable - Matter under dispute:

(Rs.in Lacs)

SR. PARTICULARS March 31, 2012 March 31, 2011 NO. Rs. Rs.

1 Demand of Sales Tax disputed in appeal. 5.85 8.59

2 Claims from Excise authorities not acknowledged as 147.68 148.68 debt.

3 Demand of Income Tax disputed in appeal. 209.31 168.24

(iii) Guarantees and Letter of Credits:

- Company has given guarantee of Rs 1,250.00 (Previous Year: Rs 1,250.00 Lacs) on behalf of subsidiary company.

- Guarantee given by Company's Bankers in normal course of business Rs31.19 lacs (Previous Year Rs13.49 Lacs).

- Inland / Foreign Letter of Credit issued by Bank Rs 372.59 lacs (Previous Year:Rs 499.18 Lacs).

B. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) amounting to Rs 812.80 lacs (Previous Year Rs 1193.88 lacs).

4. In the opinion of the management, the current assets and loans and advances considered as non-current and "other non-current assets" are stated at value, which is realizable in the ordinary course of business and provision is made for all known material liabilities.

5. During last quarter of financial year 2011-12, a Bank has debited in our account a sum of Rs.145.52 lacs on account of exchange difference on expiry of forward contracts. Preliminary investigation revealed that a senior executive of the Company, acting beyond delegated powers, had booked forward contracts for sale of US Dollars. The Company believes that Bank had permitted Senior Executive to book such contracts beyond powers delegated to him and it also appears that bank has permitted these contracts in contravention of various guidelines of Reserve Bank of India on the subject.

Total loss on account of all such contracts is estimated at Rs. 505.25 Lacs, considering the exchange rate as on the balance sheet date. The Company, based on legal advice has disowned such contracts and disputed such debits as well as future liability with bank. Company is investigating the transactions and has resorted to suitable legal remedy, as advised, against the Senior Executive and Bank. Pending the outcome of the investigations and actions, company has not accounted the said debits by the bank nor recognized this loss / liability in books of account.

6. Segment Analysis

The Company operates only in one business segment i.e. Industrial Minerals. In view of this, no separate disclosure in required under AS-17.

7. Related party transactions

As required under the Accounting Standard AS - 18 on "Related Party Disclosures" as notified by The Companies (Accounting Standards) Rules, 2006 are given below:

(A) List of related parties:

a. Enterprises where control exists (subsidiaries):

a. 20 Microns SDN BHD

b. 20 Microns Nano Minerals Limited

c. 20 Microns FZE

b. Enterprises where significant influence exists:

a. DMC Limited (formerly known as Dispersive Minerals and Chemicals India Limited)

b. Bruno Industrial Products Limited

c. Microns Logistic Private Limited

d. Eriez Finance & investment Limited

e. Aric 20 Microns Infrasonic Private Limited

(formerly known as Eric Finance and Investment Limited)

f. Platy Minerals Private Limited

(formerly known as Trio Techno Minerals Private Limited)

g. Nanotech Minerals India Private Limited

h. Ultra Minechem Equipments Private Limited

i. 20 Microns Foundation Trust.

ii. 20 Microns ESOS Trust.

c. Key Management Personnel

a. Shri C S Parikh - Chairman and Managing Director

b. Shri S R Parikh - Whole Time Director

c. Shri R C Parikh - Managing Director

d. Shri A C Parikh - Jt. Managing Director

d. Relatives of Key Management Personnel:

a. Mrs. I C Parikh - Wife of Shri C S Parikh

b. Shri L R Parikh - Brother of Shri Sudhir Parikh

c. Mrs D S Parikh - Wife of Shri Sudhir Parikh

d. Mrs S R Parikh - Wife of Shri Rajesh C Parikh

e. Ms. V R Parikh - Daughter of Shri Rajesh C Parikh

8. Till the year ended March 31, 2011, the company prepared and presented the financial statements pursuant to the requirements of the erstwhile Schedule VI to the Companies Act, 1956. During the year ended March 31, 2012, the Revised Schedule VI notified under Companies Act 1956, has become applicable to the company. The company has reclassified previous year figures to confirm to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

 
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