Home  »  Company  »  Alps Industries  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Alps Industries Ltd.

Mar 31, 2015

1. Right Preferences and Restrictions attached to each class of Shares are here under:

EQUITY SHARES:- The Company has one class of Equity shares having a par value of RS 10 each.

Each holder of Equity shares entitled to one vote per share.

6 % CRPS under Category -A:- Such shares have right of 6 % dividend with no voting right have preference in discounted Redemption as per Erstwhile CDR scheme CRPS (6% or 1%) issued under catogory-B, C and D, subject to the avilability of funds.

6 % CRPS under Category -B:- Such shares have right of 6 % dividend with no voting right have preference of

Repayment over other instruments in discounted redemption as per CDR Scheme over other instrument issued and a Category CDR Scheme erstwhile subject to the availability of funds

1% CRPS under Category -C:- Such shares have right of 1 % dividend with no voting right have preference of Repayment over 1 % CRPSin discounted redemption as per erstwhile CDR Scheme subject to the avilability of funds 1% CRPS under Category -D:- Such shares have right of 1 % dividend with no voting right have preference of

Repayment against other instruments in discounted redemption as per erstwhile CDR Scheme subject to the avilability of funds Earlier date of Redemption is 30/01/2017 to 30/01/2019

2. Detail of Shares reserved under option and Contracts/Commitment:

In Terms of sanction letter from Banks : The Company is require to issue -

Rs. 1629.61 Lacs (P.Y. 1629.61 lacs) Equity shares of Rs. 10 each at par aggregating to Rs.1629.61 Lacs (P.Y. Rs.16296.06 lacs)

I Shares issued for consideration other than cash in last 5 financial years. Nil (P/Y Nil) ii Bonus Shares in last 5 financial years. - Nil (P/Y Nil)

Mi. Shares bought back in last 5 financial years.- Nil (P/Y Nil)

3. Related Party Transactions

The members of the Board are interested in the following entities, covered under the Related Party Transactions, but there were no material transactions entered into with any of these entities. However the details of transactions with them are given below:

Name of related parties and description of relationship as required by AS-18:-

a. Subsidiary

: Alps Energy Pvt. Ltd.

: Snowflakes Meditech Pvt. Ltd (Lormerly known as Alps Retail Pvt Ltd)

b. Wholly owned Subsidiary

: Alps USAI NC.

c. Entities Controlled by subsidiaries, KMP and their relatives

: Alps Processers Private Limited : Careen Lintec (P) Ltd : Coronation Spinning India (P) Ltd : Pacific Tex mark Pvt. Ltd.

: Padam Precision Dies & Component Pvt. Ltd : Peek Linvest(P) Ltd : Perfect Linmen Services (P) Ltd : Roseate Linevest Pvt.Ltd.

: Saurabh Floriculture (P) Ltd

: Supreme Finvest Pvt. Ltd

: Aspen Enterprises

: Peek Tex fab Limited

: DRS Securities Private Limited

: Supersonic Telecommunication Private Limited

ii Key Management Personnel

Non-Executive Chairman a. Mr. K.K Agarwal

Managing Director b. Mr. Sandeep Agarwal

Executive Director (WTD) c. Mr. P.K. Rajput

President Accounts and Linance d. Mr. Ashok Kumar Singhal

Company Secretary e. Mr. Ajay Gupta

iii Relatives of Key Management Personnel

a. Mrs. Sanyog Agarwal

b. Mrs. Nidhi Agarwal

c. Mrs. Indu Singhal

4. Contingent Liabilities and Commitments

A) Contingent liability exists in respect of: Rs.(in Lacs)

As at As at Particulars 31.03.2015 31.03.2014

a) Guarantees issued by banks on 97.69 236.35 behalf of company.

b) Claims against the company not 1660.18 997.49 acknowledged as debts

c) Other Claims against the company not acknowledged as debt:

I. The Company had certain exotic derivative transactions with ABN Amro Bank, which the Company has disputed in an earlier year as these transactions were per se illegal and also not within the exchange control regulatory permission of RBI and were entered into by the company on the basis of incomplete disclosures and details thus falls in the category of mis-selling by the bank to the company. ABN Amro Bank had communicated an estimated liability of the Company against these transactions of Rs. 12530 Lac (P.Y. Rs. 12530 Lac). Subsequently, the deal expired in June 2010 and as per assessment by the independent expert, the maximum claim which can be raised by the bank against the company is Rs. 30800 Lac as of June 2010, excluding any fee or any amount received/ paid or payable on settlement. However bank has not communicated any further amount to the company during last about 5 years. On the basis of legal opinion, the Company has not admitted the claims and filed a suit in the competent civil court who had issued an interim order for maintenance of status quo with regard to recovery towards these transactions, which is still continued. The Hon'ble Allahabad High Court while admitting the appeal of the bank against this status quo order and the suit has directed the continuation of the status quo order granted by the Hon'ble Civil Court and also stayed the proceedings before Hon'ble Civil Court till further order. The said appeal is still under consideration of Hon'ble High Court. In view of above facts, no provision against these transactions is considered necessary.

II. Kotak Mahindra Bank Limited (KMBL) filed an Original Application (O.A.) before Hon'ble Debt Recovery Tribunal, Mumbai (DRT) for recovery of its claim amounting to Rs. 601.11 lac (P.Y. Rs. 601.11 lac) in respect of certain foreign currency derivative transactions which were per se illegal as not within the regulatory permission of RBI and were entered into by the company on the basis of incomplete disclosures and details thus falls in the category of mis-selling by the bank to the company. Hon'ble DRT vide an interim order has restrained the company to sale of its certain Fixed Assets. Hon'ble Debt Recovery Appellate Tribunal (DRAT) Mumbai, on Appeal of the company, has directed to return the said OA and set aside the said restrained order passed by the Hon'ble DRT. The Hon'ble Bombay High Court vide an interim order in the writ filed by KMBL against the order of Hon'ble DRAT has stayed the order of Hon'ble DRAT & restored the operation of restrain order passed by Hon'ble DRT and also stayed the proceedings before Hon'ble DRT till further order. The said writ still under consideration of Hon'ble Bombay High Court. Besides this, Subsequently, Kotak Mahindra Bank had also raised another claim of Rs. 1435 Lac (P.Y. Rs. 1435 Lac) in respect of these foreign currency derivative transactions. On the basis of legal opinion, the company has not admitted these claims of bank against these transactions and filed a suit in the competent civil court of law against these derivative transactions where the same is still pending adjudication. An appeal filed by the company against the order passed by the Hon'ble Civil Court in the matter of withdrawing its earlier order directing to maintain the status quo as regards the recovery proceedings is also pending adjudication before Hon'ble Allahabad High Court.. In view of above facts, no provision against these transactions is considered necessary.

III. DBS Bank Ltd. has raised claims amounting to US$ 91.09 Lac & Rs. 667.39 lac (totaling to Rs. 6369.38 lac, approx) (P.Y. totaling to Rs. 6142.45 lac approx) against the Company in respect of certain foreign currency derivative transactions which were per se illegal as not within the regulatory permission of RBI and were entered into by the company on the basis of incomplete disclosures and details thus falls in the category of mis-selling by the bank to the company. On the basis of legal opinion, the company has not admitted the claims of bank & filed a suit in the competent civil court of law against these transactions who has issued an interim order for maintenance of status quo with regards to recovery towards these transactions. The interim order is still continuing and the matter is still pending adjudication. A revision filed by bank against the status quo order passed by Hon'ble Civil Court is also pending adjudication before Hon'ble Allahabad High Court. In view of above facts, no provision against these transactions is considered necessary.

IV. Merrill Lynch Capital Services Inc. raised a claim of US$ 195.80 Lac (Rs. 12255.24 Lac approx.) (P.Y. Rs. 11767.54 Lac approx.) against the company in respect of an alleged corporate guarantee of US$ 100 Lac (Rs. 6259.08 lac approx.) (P.Y. Rs. 6009.98 Lac approx.) alleged to be given by the company for one of its subsidiary company M/s Alps USA Inc. These claims relate to derivative transactions and corporate guarantee thereof which were per se illegal as not within the regulatory permission of RBI and were entered into by the company on the basis of incomplete disclosures and details thus falls in the category of mis-selling by the bank to the company. RBI has also refused to take on record the said corporate guarantee. Based on legal opinion, the company has not admitted said claim and filed a suit in the competent civil court of law. An Appeal filed by the company against the order passed by Hon'ble Civil Court in the matter of withdrawing its jurisdiction and earlier order directing to maintain the status quo as regards the recovery proceedings is pending adjudication before Hon'ble Allahabad High Court. In view of above facts, no provision against above claim is considered necessary.

V. Workers of Kashipur and Jaspur units have filed cases before the Industrial Tribunal/Labour Court, Haldwani, Uttrakhand U/s 33C(2) of the Industrial Dispute Act 1947 claiming total amount of Rs. 15064.97 Lac, in respect of their alleged dues towards wages, retirement benefit etc. as per Hon'ble Court's Notice dated 4th May 2013 received by the company, which is being contested. The Liability, if any, will be accounted for as and when the matter is finally decided.

B) Commitments:-

Rs.(in Lacs)

31.03.2015 31.03.2014

i) Estimated amount of contracts remaining 60.40 52.58 to be executed On capital account and not provided for:

ii) Arrears of preferential dividend as on 31.03.2015 amounting to Rs 3995.28 Lac (Previous year amounting to Rs. 2943.18 Lac).

C) Forward Contracts Outstanding:-

Rs.(in Lacs)

31.03.2015 31.03.2014

a) Future Contracts 2665.87 NIL

5. In view of consent of secured creditors consisting more than 83% of the secured debts of the company to the Draft Rehabilitation Scheme pending under consideration of the Hon'ble BIFR, which inter alia envisages complete waiver of interest outstanding towards secured and unsecured loans from Banks/ARC/ Financial institutions and subsidiary companies, provision for interest for the Financial Year 2014-15 amounting to Rs.12291.33 Lac payable to these lenders is not considered necessary.

6. Pursuant to the enactment of Companies Act, 2013 (the Act), and applicability of Schedule II from the current financial year, the company has reviewed and revised the estimated useful lives of its fixed assets in accordance to the Schedule II of the Act. However in case of assets which have been capitalized along with its main assets but now required to be depreciated differently under the Act has been segregated from its main block of assets from the estimated date and amount of its capitalization and depreciation has been charged accordingly.

7. Certain assets lying at the erstwhile units at Kashipur and Jaspur of company have not been reviewed w.r.t. its impairment at the end of the year for want of assess since these are under the possession of lessor, SIDCUL. With regard to Impairment of other units Assets, on assessment it is ascertained that no potential loss is present. Accordingly no impairment loss has been provided in the books of account.

8. Deferred Tax adjustments resulting from items of timing differences have been measured using the rates and tax laws enacted or substantially enacted as on 31.03.15 and the same results into the Deferred Tax Assets (net), which has not been recognized due to uncertainty of sufficient taxable income in future within reasonable period.

9. The unclaimed dividend amounting to Rs. 6.03 Lac for the Financial Year 2006-07 (Rs. 2.50 Lac for the Financial Year 2005-06) has been transferred to the Investor Education and Protection Fund, as per the provisions of Section 124(5) of the Companies Act, 2013.

10. The balances of Trade Receivable, loans and advances and Trade payable are subject to confirmation, reconciliation and consequential adjustment, if any, which in the opinion of the management will not be material. Further the company is in the process of identifying the solw/non moving or damaged inventory and the financial impact, if any, will be given in the books of accounts on the completion of the same.

11. Pending sanction of the Draft Rehabilitation Scheme (DRS) by the Hon'ble BIFR, the amount paid to secured lenders in terms of repayment proposed in the DRS, have been accounted as 'Advance Against Settlement' and shown as Current Assets. The same will be set off against their due repayment as per DRS upon sanction of the Scheme by the Hon'ble BIFR.

12. Sales are net of Rebate & Discounts amounting to Rs. 702.26 Lac (Previous Year Rs. 774.10 Lac).

13. The company had filed a Reference with Hon'ble Board of Industrial & Financial Restructuring (BIFR) under Section 15 of the SICA. The BIFR has registered the company vide letter no. 3 (A-4)/BC/2010 dated 29th June 2010 and vide Order dated 06.12.2010, declared the company as Sick Industrial Company under Section 3 (1) (o) ofthe SICA. The Draft Rehabilitation Scheme (DRS) ofthe company as consented by the secured creditors constituting more than 83% ofthe total secured debts ofthe company filed in terms ofthe directions ofthe Hon'ble BIFR, is pending consideration before the Hon'ble BIFR. Based on same, the company believes it would be able to meet its financial obligations. Accordingly the Financial Statements have been prepared on going concern basis.

14. The Company has received communication from State Bank of India, State Bank of Mysore, Exim Bank, State Bank of Hyderabad, State Bank of Patiala, State Bank of Bikaner and Jaipur, UCO Bank and HSBC Bank stating that they have assigned their dues recoverable from company (except an amount of Rs.100 Lac retained by State Bank of India) to M/s Edelweiss Assets Reconstruction Company Ltd. and from IDBI Bank stating that it has assigned its dues recoverable from company to M/s Assets Reconstruction Company India Ltd. The same however does not have any effect on the Balance Sheet or Profit and Loss account of the company for the year as the same requires only substitution ofthe name ofthe ARCs for the transferor banks.

15. The previous period figures have been regrouped and rearranged, wherever necessary to make them corresponded with those of current period classification and disclosure.


Mar 31, 2014

1. Contingent Liabilities and Commitments

A) Contingent liability exists in respect of:

Rs. in Lacs As at As at Particulars 31.03.2014 31.03.2013

a) Guarantees issued by banks on 236.35 327.71 behalf of company.

b) Letters of Credit outstanding (trade) NIL 35.31

c) Claims against the company not 997.49 319.01 acknowledged as debts

d) Other Claims against the company not acknowledged as debt;

I. The Company had certain exotic derivative transactions with ABN Amro Bank, which the Company has disputed in an earlier year. During the tenure of transaction ABN Amro Bank had communicated an estimated liability ofthe Company against these outstanding transactions as Rs. 12530 Lac. Though the bank has not further communicated any liability ofthe company but as per assessment made by an independent agency on the request ofthe company, the value of this deal on the day of its expiry i.e. June 2010 is Rs 30800 Lac (negative to the Company) (P.Y. Rs. 30800 Lac) excluding any fee or any amount received/ paid or payable on settlement. On the basis of legal opinion, the Company has not admitted the claim of bank against these transactions and filed a suit in the competent civil court who had issued an interim order for maintenance of status quo with regard to recovery towards these transactions. The Hob''ble High Court while admitting the appeal ofthe bank against this status quo order and suit has directed the continuation ofthe Status Quo order granted by the Hon''ble Civil Court and also stayed the proceedings before Hon''ble Civil Court till further order. The said appeal is still under consideration of Hon''ble High Court. In view of above facts, no provision against these transactions is considered necessary.

II. Kotak Mahindra Bank Limited (KMBL) filed an Original Application (OA) before Hon''ble Debt Recovery Tribunal, Mumbai (DRT) for recovery of its claim amounting to Rs. 601.11 lacs (P.Y. Rs. 601.11 Lacs) in respect of certain foreign currency derivative transactions against which vide an interim order Hon''ble DRT has restrained the company from selling its certain Fixed Assets. Hon''ble Debt Recovery Appellate Tribunal (DRAT) Mumbai, on appeal of the company, has directed to return the said OA and set aside the said restrain order passed by the Hon''ble DRT. The Hon''ble Bombay High Court vide an interim order in the writ filed by KMBL against the order of Hon''ble DRAT has stayed the order of Hon''ble DRAT and restored the restrain order passed by Hon''ble DRT and also stayed the proceedings before Hon''ble DRT till further order. The said writ is still under consideration of Hon''ble Bombay High Court. Besides this, subsequently, on expiration ofthe tenure of these transactions, Kotak Mahindra Bank has also raised a claim of Rs. 1435 Lacs (P.Y. Rs. 1435 Lacs) in respect of these foreign currency derivative transactions. On the basis of legal opinion, the Company has not admitted the claims of bank against these transactions and filed a suit in the competent civil court of law where the same are still pending adjudication. An appeal filed by the company against the order passed by Hon''ble Civil Court in the matter of withdrawing its earlier order directing to maintain the status quo as regards the recovery proceedings is also pending adjudication before Hon''ble High Court. In view of above facts, no provision against these transactions is considered necessary.

III. DBS Bank Ltd. have raised claims amounting to US$ 91.09957 Lac & Rs. 667.39 lac, totaling to Rs. 6142.46 lac approx (previous year totaling to Rs. 5622.23 lac approx) against the Company in respect of certain foreign currency derivative transactions. On the basis of legal opinion, the Company has not admitted the claims of bank against these transactions and filed a suit in the competent civil court of law, which has issued an interim order for maintenance of status quo with regards to recovery towards these transactions. The interim order is still continuing and the matter is still pending adjudication. An appeal filed by Bank against the status quo order passed by Hon''ble Civil Court is also pending adjudication before Hon''ble Allahabad High Court. In view of above facts, no provision against these transactions is considered necessary.

IV. Merrill Lynch Capital Services Inc. raised a claim of US$ 195.80 Lacs, Rs.11767.54 Lac approx, (P.Y. US$ 195.80 Lacs, Rs 10649.42 Lac approx.) against the company in respect of an alleged corporate guarantee of $ 100 Lacs (Rs. 6009.98 Lac approx) ((previous year $100 Lacs( Rs. 5438.93 Lac approx.)) alleged to be given by the company for one of its subsidiary company M/s Alps USA Inc. Based on legal advice, the company has not admitted the said claim and filed a suit in the competent civil court. An appeal filed by the company against the order passed by Hon''ble Civil Court in the matter of withdrawing its jurisdiction and earlier order directing to maintain the status quo as regards the recovery proceedings is also pending adjudication before Hon''ble Allahabad High Court. In view of above facts, no provision against this claim is considered necessary.

V. Workers of Kashipur and Jaspur units have filed cases before the Industrial Tribunal/Labour Court, Haldwani, Uttrakhand U/s 33C(2) of the Industrial Dispute Act 1947 claiming total amount of Rs. 15064.97 Lac, in respect of their alleged dues towards wages, retirement benefit etc. as per Hon''ble Court''s Notice dated 4th May 2013 received by the company, which is being contested. The Liability, if any, will be accounted for as and when the matter is finally decided.

2. On Assessment with regard to Impairment of Assets it is ascertained that no potential loss is present. Accordingly no impairment loss has been provided in the books of account.

3. Deferred Tax adjustments resulting from items of timing differences have been measured using the rates and tax laws enacted or substantially enacted as on 31.03.14 and the same results into the Deferred Tax Assets (net), which has not been recognized due to uncertainty of sufficient taxable income in future within reasonable period.

4. The unclaimed dividend amounting to Rs. 2.50 Lac for the Financial Year 2005-06 (Rs. 2.17 Lac for the Financial Year 2004-05) & unclaimed application money received for allotment of equity share amounting to Rs. Nil (P.Y. Rs. 3.24 Lac) has been transferred to the Investor Education and Protection Fund, as per the provisions of Section 205C of the Companies Act, 1956.

5. The balances of sundry debtors, loans and advances and sundry creditors are subject to confirmation and reconciliation.

6. Sales are net of Rebate & Discounts amounting to Rs.774.10 Lac (Previous Year Rs. 593.08 Lac).

7. With Respect to the reference filed by the company as a sick industrial company before Hon''ble Board for Industrial and Financial Reconstruction (BIFR), proceedings U/s 17(3) of Sick Industrial Companies (Special provisions) Act, 1985 (SICA) for formulation of a Scheme for revival of the company are in progress.

8. CDR EG had sanctioned a rework scheme on 31st March 2011 w.e.f. 1st January 2011 against its earlier restructured scheme dated 11 September 2009, intimated vide LOA dated 4th May 2011, which has been withdrawn vide CDR EG letter dated November 16, 2012. However the individual sanctions of the lender banks are continuing and binding. However the company is exploring the possibility of settlement of the dues of lenders as an alternative to the restructuring and negotiation for the same are also in progress.

9. The Company has received communications from State Bank of India, State Bank of Mysore and EXIM Bank stating that they have assigned their dues recoverable from company (except an amount of Rs. 100 lac retained by State Bank of India) to an assets reconstruction company (ARC). The effect to the same shall be given after receipt of necessary documents including assignment deeds executed by the said banks. The same will however not have any effect on the Balance Sheet or Profit and Loss account ofthe company for the year as the same requires only substitution of the name ofthe ARC for the transferor banks.

10. The previous period figures have been regrouped and rearranged, wherever necessary to make them corresponded with those of current period classification and disclosure.


Mar 31, 2013

1. Related Party Transactions

The members of the Board are interested in the following entities, covered under the Related Party transactions, but there were no material transactions entered into with any of these entities. However the details of transactions with them are given below:

2. Contingent Liabilities and Commitments

A) Contingent liability exists in respect of:

Rs. in Lacs

As at As at Particulars 31.03.2013 31.03.2012

a) Guarantees issued by banks on behalf of company. 327.71 375.02

b) Letters of Credit outstanding (trade) 35.31 139.95

c) Claims against the company not acknowledged as debts 319.01 428.50

d) Other Claims against the company not acknowledged as debt :

I. The Company had certain exotic derivative transactions with ABN Amro Bank, which the Company has disputed in competent court of law in an earlier year. Till that time the ABN Amro bank had communicated estimated liability of the Company against these transactions of Rs. 12530 Lacs (P.Y. Rs. 12530 Lacs). Subsequently, the deal was expired in June 2010 and as per assessment by the independent agency, the value of this deal is Rs. 30800 Lacs as of June 2010 (negative to the Company) excluding any fee or any amount received/ paid or payable on settlement. However bank has not communicated any further amount to the company. On the basis of legal opinion, the Company has not admitted the claim and matter became sub judice and the competent court had issued an interim order for maintenance of status quo with regard to recovery towards these transactions which is still continued. In view of above facts, no provision against these transactions is considered necessary.

II. Kotak Mahindra Bank Limited filed an Original Application (O.A.) before Humble Debt Recovery Tribunal-II, Mumbai (DRT) for recovery of it''s claim amounting to Rs. 601.11 lacs (P.Y. Rs. 601.11 lacs) in respect of certain foreign currency derivative transactions against which vide an interim order Humble DRT has restrained the company to sale of its certain Fixed Assets. Humble Debt Recovery Appellate Tribunal (DRAT) Mumbai, on appeal of the company, has set aside the said order of the DRT. Aggrieved with the order of DRAT, Kotak Mahindra Bank has filed a writ before Bombay High Court. The Humble High Court has stayed the order of DRAT & allowed the operation of order of DRT till next order, where the matter is pending adjudication. Besides this, subsequently Kotak Mahindra Bank has also raised a claim of Rs. 1435 Lacs (P.Y. Rs. 1435 Lacs) in respect of these foreign currency derivative transactions. Based on the legal advice, these claims have not been admitted & these derivative transactions have been disputed in the civil court of law pending adjudication. In view of above facts, no provision against these transactions is considered necessary.

III. DBS Bank Ltd. have lodged claims amounting to US$ 91.09957 Lacs & Rs. 667.39 lacs totaling to Rs. 5622.23 lacs, approx (P.Y. Rs. 5327.63 lacs approx) against the Company in respect of certain foreign currency derivative transactions. Based on the legal advice, the claims have not been admitted & these transactions have been disputed in the civil court of law against which the Company has got an interim order for maintenance of status quo with regards to recovery towards these transactions which is still continued. In view of above facts, no provision against these transactions is considered necessary.

IV. Merrill Lynch Capital Services Inc. raised a claim of US$ 195.80 Lacs, Rs. 10649.42 Lacs approx (P.Y. US$ 195.80 Lacs, Rs. 10016.44 Lacs approx) the company in respect of a corporate guarantee of $ 100 Lacs, Rs. 5438.93 lacs approx (P.Y. $100 Lacs, Rs. 5115.65 Lacs approx) given by the company for one of its subsidiary company M/s Alps USA Inc. Based on legal advice, the company has not admitted and disputed the said claim which still is pending before the court of law. In view of above facts, no provision against above claim is considered necessary.

ii) Arrears of preferential dividend as on 31.03.2013 amounting to Rs.1891.07 Lacs (P.Y. amounting to Rs. 909.76 lacs).

3. On Assessment with regard to Impairment of Assets it is ascertained that no potential loss is present. Accordingly no impairment loss has been provided in the books of account.

4. Deferred Tax adjustments resulting from items of timing differences have been measured using the rates and tax laws enacted or substantially enacted as on 31.03.13 and the same results into the Deferred Tax Assets (net), which has not been recognized due to Uncertainty of sufficient taxable income in future within reasonable period.

5. The unclaimed dividend amounting to Rs. 2.17 Lacs for the Financial Year 2004-05 (Rs. 0.61 Lacs for the Financial Year 2003-04)&unclaimed application money received for allotment of equity share amounting to Rs. 3.24 Lacs has been transferred to the Investor Education and Protection Fund, as per the provisions of Section 205C of the Companies Act, 1956.

6. The balances of sundry debtors, loans and advances and sundry creditors are subject to confirmation and reconciliation.

7. Sales are net of rebate & discounts amounting to Rs. 643.21 Lacs (P.Y. 829.96 Lacs).

8. Due to erosion of total Net worth of the company as per Audited Accounts as of 31st March 2010, the Company filed a reference with Hon''ble BIFR under section 15(1) of Sick Industrial Companies Act (SICA). The company was registered vide case no. 32/2010 as per BIFR''s letter dated June 29, 2010 and subsequently after the hearings and finding justifications, BIFR declared the company as "Sick Industrial Company" under section 3 (1) (o) of the SICA vide their order dated 06.12.2010. In the same order Hon''ble BIFR, appointed the State Bank of India as the Operating Agency (O.A.). In Terms of the directions of the BIFR, Company has filed the Draft Rehabilitation Scheme (DRS) to Operating Agency (O.A.) on dated 31.05.2011 and thereafter the revised DRS also, which is pending consideration with O.A./BIFR

9. CDR EG had sanctioned a rework scheme on 31st March 2011 w.e.f 1st January 2011 against its earlier restructured scheme dt 11th September 2009 , intimated vide LOA dated 4th May 2011, which has been withdrawn vide CDR EG letter dated November16, 2012. However the individual sanctions of the lender banks are continued and binding.

10. Employee Benefits

The company has classified the various benefits provided to employees as under:

1. Defined Contribution plans:

The company has recognized the following amountsi n the Statement of profit and loss :

11. Workers of Kashipur and Jaspur units have filed cases before the Industrial Tribunal/Labor Court, Haldwani, Uttrakhand u/s 33C-2 of the Industrial Dispute Act 1947 claiming total amount of Rs. 15064.97 Lacs, in respect of their alleged dues towards wages, retirement benefits etc. as per Humble Court''s notice dated 4th May 2013 received by the company which is being contested. The liability, if any, will be accounted for as and when the matter is finally decided.


Mar 31, 2012

Right Preferences and Restrictions attached to each class of Shares are here under:-

EQUITY SHARES:-

The Company has one class of Equity Shares having a par value of Rs. 10/- each.

Each holder of Equity Shares entitled to one vote per share.

6% CRPS:- Such shares have right of 6% dividend and preference of Repayment over 1% CRPS.

6% Optionally Convertible Cumulative Preference Share (OCCPS):-

Such Shares have right of 6% Cumulative dividend and preference of repayment over CRPS other than 6% CRPS which is at par in Repayment and Dividend with OCCPS.

1% Cumulative Redeemable Preference Share:-

1% Cumulative Redeemable Preference Share of Category 'C' which have preference of repayment over Category 'D' 1% CRPS.

Terms of Conversion of 6% Optionally Convertible Cumulative Preference Shares:

6% OCCPS holders have right to exercise their option to convert into Equity shares within 18 months at par from the date of allotment i.e. 19.08.2011. If such option within the stipulated period is not exercised, it will be treated as CRPS of 6% coupon rate and will be redeemed w.e.f 31.01.2017 to 30.01.2019.

Repayment terms of CRPS:

Earliest date of redemption of 6% CRPS and 1% CRPS is w.e.f. 31.01.2017 to 30.01.2019 Detail of Shares reserved under option and Contracts/Commitment:

In Terms of CDR :- The Company is require to issue -

(i). 1457.90 lacs Equity Shares of Rs. 10/- each at par aggregating to Rs. 14579 lacs.

(ii). 326.30 lacs 6% OCCPS of Rs. 10/- each at par aggregating to Rs 3263 lacs.

(iii). 230.72 lacs 1% CRPS of Rs. 10/- each at par aggregating to Rs. 2307.25 lacs.

Shares issued for consideration other than cash in last 5 financial years - Nil (P/Y Nil).

Bonus Shares in last 5 financial years 16257050 Equity Share Rs. 10/-each have been allotted during 2006-07 as fully paid up Bonus Shares by capitalisation of General Reserve.

Shares bought back in last 5 financial years - Nil (P/Y Nil).

1) Working capital Rs. 39971.08 Lacs from banks are secured by first

pari - passu charge on current assets and second pari - passu charge on fixed assets of the company, alongwith Personal Guarantees of promotor Directors.

1.1 Based on the information available with the Company regarding the status of suppliers as defined under MSMED Act,2006, there was no principal amount overdue and no interest was payable to the Micro,

Small and Medium Enterprises on 31st March,2012 as per the terms of Contract.

2.1 Expenses Payable include the liabilities to employees, Sales Tax/Vat, other taxes, Rebate to customers etc.

3. Related Party Transactions

The members of the Board are interested in the following entities, covered under the Related Party Transactions, but there were no material transactions entered into with any of these entities. However the details of transactions with them are given below:

Name of related parties and description of relationship as required by AS-18:

Wholly owned Subsidiary Companies : Alps Energy Pvt. Ltd.,

Snowflakes Meditech private Ltd (Formerly known as Alps Retail Pvt Ltd),

Alps USA INC.

4. CONTINGENTLIABILITIES

Contingent liability exists in respect of:

Rs. in Lac

As at As at

Particulars 31.03.2012 31.03.2011

a) Guarantees issued by banks on behalf of company. 375.02 404.67

b) Letters of Credit outstanding (trade) 139.95 4114.87

c) Claims against the company not acknowledged as debts 428.50 602.62

d) Other Claims against the company not acknowledged as debt:

I. The Company had certain exotic derivative transactions with ABN Amro Bank, which the Company has disputed in competent court of law in an earlier year. Till that time the ABN Amro bank had communicated estimated liability of the Company against these transactions as Rs 12530 Lac. Subsequently the deal was expired in June 2010 and as per assessment by the independent agency, the value of this deal is Rs 30800 Lac as of June 2010 (negative to the Company) excluding any fee or any amount received/ paid or payable on settlement. However bank has not communicated any further amount to the company. On the basis of legal opinion, the Company has not admitted the claim and matter became subjudice and the competent court had issued an interim order for maintenance of status quo with regard to recovery towards these transactions which is still continued. In view of above facts, no provision against these transactions is considered necessary.

II. Kotak Mahindra Bank Limited filed an Original Application (O.A.) before Hon'ble Debt Recovery Tribunal-II, Mumbai (DRT) for recovery of it's claim amounting to Rs. 601.11 lac in respect of certain foreign currency derivative transactions against which vide an interim order Hon'ble DRT has restrained the company to sale of its certain Fixed Assets. Hon'ble Debt Recovery Appellate Tribunal (DRAT) Mumbai, on appeal of the company, has set aside the said order of the DRT. Aggrieved with the order of DRAT, Kotak Mahindra Bank has filed a writ before Bombay High Court. The Hon'ble High Court has stayed the order of DRAT & allowed the operation of order of DRT till next order, where the matter is pending adjudication. Besides this, subsequently Kotak Mahindra Bank has also raised a claim of Rs. 1435 Lac in respect of these foreign currency derivative transactions. Based on the legal advice, these claims have not been admitted & these derivative transactions have been disputed in the civil court of law pending adjudication. In view of above facts, no provision against these transactions is considered necessary.

III. DBS Bank Ltd. and DCB Bank Ltd. have lodged claims amounting to US$ 91.09957 Lac (previous year US$ 91.09957 Lac) & Rs. 667.39 lac (totaling to Rs. 5327.63 lac, approx) and Rs 1362.65 Lac (previous year 1362.65 Lac) respectively against the Company in respect of certain foreign currency derivative/forward transactions. Based on the legal advice, the claims have not been admitted & these transactions have been disputed in the civil court of law against which the Company has got an interim order for maintenance of status quo with regards to recovery towards these transactions which is still continued. In view of above facts, no provision against these transactions is considered necessary.

IV. Merrill Lynch Capital Services Inc. raised a claim of US$ 195.80 Lac ( previous year US$ 195.80 Lac) (Rs 10016.44 Lac, approx.) against the company in respect of a corporate guarantee of $ 100 Lac ( previous year $100 Lac) (Rs.5115.65 Lac, approx.) given by the company for one of its subsidiary company M/s Alps USA Inc. Based on legal advice, the company has not admitted and disputed the said claim which still is pending before the court of law. In view of above facts, no provision against above claim is considered necessary.

5. Forward/ Derivative Contracts outstanding as on 31.3.2012:

a) Forward Contracts Nil (Previous Year Rs 3082.75 Lac)

b) Derivative Contracts Nil (Previous Year Euro 180 Lac/No of deal: one)

6. In terms of the issue of Preference Share, dividend is to be accumulated and payable in the year of distributable profits. Due to loss during the current and previous year, the company has accumulated dividend on the Preference share amounting to Rs.874.71 lac for the year 2011-12 and Rs.35.05 lac for the year 2010-11.

7. Secured Term Loans includes Rs 3263.00 Lac convertible into 6% Optionally Convertible Cumulative Preference Shares (OCCPS) with option to convert into Equity Shares within 18 months from the date of allotment. In case no option is so exercised, then convertible into 6% Cumulative Redeemable Preference Shares (CRPS), and Unsecured Term Loans includes Rs 2307.25 Lac convertible into 1% CRPS, along with interest upto the date of allotment in terms of CDR approved restructuring Scheme.

8. Deferred Tax adjustments resulting from items of timing differences have been measured using the rates and tax laws enacted or substantially enacted as on 31.03.12 and the same results into the Deferred Tax Assets (net), which has not been recognized due to uncertainty of sufficient taxable income in future within reasonable period.

9. The unclaimed dividend amount of Rs.0.61 Lac for the financial year 2003-04 (Rs. 0.17 Lac for the Financial Year 2002-03) has been transferred to the Investor Education and Protection Fund, as per the provisions of Section 205C of the Companies Act, 1956.

10. The balances of sundry debtors, loans and advances and sundry creditors are subject to confirmation and reconciliation.

11. In compliance of the Accounting Standard 26 issued by the Institute of Chartered accountants of India the brought forward deferred revenue expenses have been fully amortized during the year, resulting excess loss of Rs.178.25 Lac in the Statement of Profit & loss during the year.

12. Sales are net of Rebate & Discounts amounting to Rs 829.96. Lac (Previous Year 526.19 Lac).

13. Due to erosion of total Net worth of the company as per Audited Accounts as of 31st March 2010, the Company has filed a reference with Hon'ble BIFR and has been declared as "Sick Industrial Company" under section 3(1)(o) of the Sick Industrial Company (Special Provisions) Act, 1985 vide their order dated 06.12.2010. In terms of the directions of the BIFR, company had prepared and submitted the Draft Rehabilitation Proposal to Operative Agency (State Bank of India) & BIFR. Operative Agency, after consideration in the joint meetings with Lenders and Statutory Agencies from whom company sought reliefs and concessions, has filed the Draft Rehabilitation Scheme (DRS) with BIFR. Subsequently, Hon'ble BIFR has issued directions in its meeting held on 26.07.12 to submit the revised DRS based on the Audited Financial Statements as of 31.03.12.

14. CDR EG had sanctioned a rework scheme on 31st March 2011 w.e.f 1st January 2011 against its earlier restructured scheme dated 11th September 2009, intimated vide LOA dated 4th May 2011. The implementation of the same is under process.

15. Revised Schedule VI has become effective w.e.f. 01.04.2011 for preparation of financial statements. This has significantly impacted the disclosure and presentation made in financial statements. The previous period figures have been regrouped and rearranged, wherever necessary to make them corresponded with those of current period classification and disclosure.


Mar 31, 2010

1. CONTINGENT LIABILITIES

Contingent liability exists in respect of: Rs. in Lac

Particulars As at As at 31.03.2010 30.06.2009

a) Guarantees issued by banks on behalf of company. 463.53 475.62

b) Letters of Credit outstanding (trade) 2298.78 23.35

c) Capital contracts remains unexecuted (net of advances) NIL 262.26

d) Bills discounted with banks 2949.77 958.29

e) Claims against the company not acknowledged as debt 624.72 7441.34

f) Other Claims againstthe company not acknowledged as debt:

I. ABN Amro Bank had communicated a negative exposure of Rs. 12530 lakh (against which a demand of Rs.6921 lakh was raised towards further margin money/collateral) in respect of certain foreign currency derivative transactions entered in to by the company with them. On the basis of legal opinion, the company has not admitted the claim and disputed the said transactions which is pending before court of law. The company has got an interim order for maintenance of status quo with regards to recovery towards these transactions. In view of above facts, no provision againstthese transactions is considered necessary.

II. Merrill Lynch Capital Services Inc. (MLCS) raised a claim of US$ 195.80 lakh (Rs 8838.40 lakh, approx.) against the company in respect of a guarantee of $ 100 lacs (Rs.4514.00 lakh, approx.) given by the company for one of its subsidiary company M/s Alps USA Inc. The company has not admitted the said claim and disputed the same which is pending before court of law. In view of above facts, no provision against above claim is considered necessary.

III. Kotak Mahindra Bank Limited filed an Original Application (O.A.) before Honble Debt Recovery Tribunal-ll, (DRT-II) Mumbai for recovery of its claim amounting to Rs. 601.11 lacs accrued in respect of certain foreign currency derivative transactions. Honble Debt Recovery Appellate Tribunal Mumbai vide their order dated 6.5.10 held that DRT-II, Mumbai has no jurisdiction to try the O.A. of Bank and that the O.A. filed should be returned back to Bank on or after 14.6.2010 for presenting before the appropriate forum. Based on the legal advice, the said claim has not been admitted by the company, in view of above facts, no provision forthe same is considered necessary in books of accounts. Consequently a provision of Rs. 102.58 lakh already provided for duringthe financial year 2008-09 has been reversed duringthe Current financial year 2009-10.

IV. DBS Bank Ltd. and DCB Bank Ltd. have lodged claims amounting to $ 9109957 & Rs. 267.39 lac (totaling to Rs. 4375.42 lac, approx) and Rs 1362.65 lac respectively against the Company in respect of certain foreign exchange derivative/forward transactions and have issued notices under section 433 of the Companies Act 1956. Based on the legal advice these claims have not been admitted, hence no provision for the same is considered necessary. Consequently provision already made amounting to Rs. 1426.27 lac during the financial year 2008-09 and Rs. 4108.03 lac during the quarter ending 30th Sep 2009 (financial year 2009-10) have also been reversed duringthe last quarter of the current financial year 2009-10.

2. The current period figures of the company are for 9 months i.e. from 01.07.2009 to 31.03.2010 as per the decision taken by Board of Directors attheir meeting held on June 30, 2009. In view of above, the current period figures are not comparable with those of previous period, which comprises of 15 months from 01.04.2008 to 30.06.2009.

3. The foreign currency derivative transactions had been entered with banks to hedge foreign currency exposures of the company on account of exports and imports as well as with a view to control costs. These transactions have maturity up to April 2012. These derivative options are proprietary products of banks, which do not have a ready market and as such are marked to a model, which are usually banks specific instead of being marked to market, in view of the significant uncertainties, the calculation of MTM (the expected value of agreement) of these transactions can not be assessed with reasonable accuracy.

4. Deferred Tax resulting from timing difference between book and taxable profit is accounted for at the applicable current rate of tax. The deferred tax liability as on 31.03.2010 is amounting to Rs. 2191.51 Lac (Previous year Rs. 2066.51 Lac).

5. The scheme of financial restructuring sanctioned by the Corporate Debt Restructuring Empowered Croup has been implemented duringthe period except issue of Quasi Equity Instruments in favor of the banks/financial institutions against non serviceable portion of their dues, pending compliances. The financial impact of the scheme has been accounted for duringthe current period.

6. The unclaimed dividend amount of Rs. 0.14 Lac for the financial year 2001 -02 (Rs. 0.14 Lac for the Financial Year 2000-01) has been credited to the Investor Education and Protection Fund, as per the provisions of Section 205C of the Companies Act, 1956.

7. In absence of confirmation from the parties, the balances under the head sundry debtors, loans and advances and sundry creditors are such as reflected in the books of the company and are subjectto confirmation.

8. Incompliance of the Accounting Standard26 issued by the Institute of Chartered accountants of India, expenses incurred in the current period ofthe nature of intangible assets are charged to profit & loss account. The earlier expenses of Preliminary, capital issue and deferred revenue expenses continue to be amortised as per accounting policy ofthe company.

9. Salesare netted of Rebate & Discounts amounting to Rs. 1 23.34 Lacs.

10. During the period, the manufacturing unit of the Company, situated at 57/2, Site IV Industria Area, Sahibabad, Chaziabad has been closed down in view of continuing losses and low working efficiencies.

11. As the net worth of the Company has eroded fully at the close of these accounts (as on 31 st March 201 0), the Company has become a "Sick Industrial Company" as defined under section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA).

12. The names of small scale industrial undertakings, to whom the company owes money as at 31.03.2010, are as under:

M/s T R. Cones, M/s Raja General Engineering works, Abhinav Aluminum Ltd., M/S Endure System, M/s Fibre Links, M/s Modern Industrial Syndicate, M/s Uma Cartoon Box, Wellworth Packers Pvt Ltd, M/s Dhir Industries, M/s Diamond Packaging Industries and Monson (India) Pvt Ltd. Superlit Motto, M/s Aggarwal Packaging and Press Metal Industries.

The information those given in Schedule 7 "Current Liabilities and Provisions" regarding Micro, Small and Medium Enterprises have been determined, to the extent information available with the Company. The Company has normally made payments to such enterprises within due period and no interest accrued/paid duringtheyear.

13. Related Party Transactions

Name of related parties and description of relationship as required by AS-18:

The members of the Board are interested inthefollowingentities, covered underthe Related Party Transactions, but there were no material transactions entered into with any of these entities. However the details of transactions with each of them are given below:

Wholly owned Subsidiary Companies:

Alps Energy Pvt. Ltd.,

Alps Uttarakhand Energy Pvt. Ltd (a subsidiary of Alps Energy Pvt Ltd). Snowflakes Meditech private Ltd (Formerly known as Alps Retail Pvt Ltd) Alps USA INC.

Entities controlled by subsidiaries, key management personnel and their relatives.

SBTTechnotex Pvt Ltd (formerly known AlpsTexfab (P) Ltd.), Alps Processers Pvt. Ltd., Careen Fintec (P.) Ltd., Coronation Spinning India (P) Ltd., Improve Interior. Com Ltd , jhala-Koti Cunsola Power Pvt. Ltd., Pacific Texmark Pvt. Ltd. (Formerly known as Alps Infin Pvt. Ltd.), Padam Precision Dies & Component Pvt. Ltd., Peek Finvest (P) Ltd., Perfect Finmen Services (P) Ltd., Roseate Finvest Pvt. Ltd., Saurabh Floriculture (P) Ltd., Sedona Herbals Pvt. Ltd., Supreme Finvest Pvt. Ltd., Cody Direct Corp.

Key management personnel

LMr.SandeepAgarwal 2. Mr. P.K. Rajput

14. DirectorsRemuneration

The directors remuneration paid is within the limits prescribed in Section 198/349 of The Companies Act, 1956. However, during the period the company has incurred losses and the procedure for requisite permissions from the respective authorities is under progress.

15. The previous period figures have been regrouped and rearranged, wherever considered necessary to make them comparable with those of current period.