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Notes to Accounts of ATV Projects India Ltd.

Mar 31, 2015

1.1 Calls in arrears include unpaid allotment money related to Debentures which have been converted on its due date in to Equity Shres as per the terms of the issue but in respect of which the Company, in exercise of its lien on such shares, has not issued the Shares Certificates to the defaulting Debenture Holders. The Company's lien on such shares will extend to the forfeiture of such shares, if considered necessary by the Company.

1.2 The Issued and Subscribed Share Capital of the Company includes 62,00,000 Equity Share of Rs. 10 Each alloted as fully paid - up without payment being received in cash pursuant to a Scheme of Amalgamation in the year 1987.

In view of the accumulated losses and as the company is a sick unit registered with BIFR no amount has been transferred to Debenture redemption reserve during the year.

2.1

a) Non-Convertible Secured Debentures consist of (i) 14% Debentures of Rs.100/- each aggregating Rs.199.33 lacs which were redeemable at a premium of 5% on face value of Debentures in three equal annual installments commencing from September 1996. (ii) 19% Debentures of Rs.100/- each aggregating Rs. 500 lacs which were redeemable at a premium of 5% on face value of Debentures out of which Rs. 200 lacs in three equal annual installments commencing from March, 1998. (iii) 17.5% Debentures of Rs. 10 lacs each aggregating Rs. 800 lacs which are redeemable at par in three equal installments commencing from April 2000. (iv) 17% Debentures of Rs.10 lacs each aggregating Rs. 4400 lacs which were redeemable at the end of 18 months from the respective dates of allotments commencing from November 1995. All the NCD's holders in Series No. (i to iv) have been paid in full of their OTS dues except one lenders i.e. Central Bank subscriber to 17% Series aggregating to Rs. 200 lacs out of 4400 lacs is pending. Debentures of Rs. 199.33 lacs referred to in3.1(a) (i) above have been secured by creation of pari-passu charges on certain immovable properties of the Company at Andheri, Mumbai as well as at Mathura (ii) Debentures of Rs. 500 lacs referred to in 3.1(a) (ii) above are secured by creation of legal mortgage on the Company's Baroda property and a pari passu charges on certain immovable properties at Andheri, Mumbai as well as at Mathura (iii) Debentures of Rs.800 lacs referred to in 3.1 (a) (iii) above are secured by creation of legal mortgage on the Company's Mumbai Property and certain immovable properties at Mathura. (iv) Debentures of Rs. 4400 lacs referred to in 3.1 (a) (iv) above are secured by creation of a legal mortgage on part of the Company's property of TPE Project at Nagothane. As stated above in 3.1 (a) (iv) all the lenders except Central Bank have been paid in full their OTS dues and company has collected 16 No Dues Certificate so far and have vacated their respective charges on the properties of the company.

b) Long term loans of Rs. 4667.87 lacs from Financial Institutions/Govt. Board under Equipment Finance/Asset Credit Scheme which are secured by way of hypothecation of specific assets purchased under the Schemes. Part of the loans aggregating Rs. 3565.00 lacs are further secured by way of equitable mortgage of the Vessel Manufacturing Unit of the Company at Mathura (ii) Short Term Loans received from Financial Institutions aggregating Rs. 420.00 lacs (IDBI Kanpur-Rs. 270 lacs and

PICUP-Rs. 150 lacs) are secured by way of pledge of equity shares of Promoter Directors and Associates. Both the above said short term loans have been repaid in full. However, No Dues and collection of shares are in process.

c) Sales Tax deferment loan of Rs. 182.10 lacs (Rs. 182.10 lacs) is secured by second charge on the fixed assets of Mathura Unit.

d) Loans of Rs. 640.68 lacs taken from Non-Banking Financial Companies against purchase of assets on hire purchase basis are secured against those specific assets.

e) Working capital finance from Banks is secured by the mortgage of immovable properties of the Company at Head Office Andheri, Mumbai and at Mathura as well as hypothecation of present and future inventories, receivables and other tangible movable assets.

f) Various recovery/recall proceedings have been stayed on account of the Company having been declared a Sick Industrial Company under the Sick Industrial Companies (Special Provisions) Act, 1985.

g) No Interest has been provided on the long term loans, working capital finance, debentures and arrears of Interest along with liquidated damages as the company is a sick industrial undertaking and its rehabilitation scheme is pending before BIFR. The OTS proposal of Rs. 82 crores has been accepted by all the secured lenders except Central Bank of India. Therefore, in compliance to the OTS offer, company has paid Rs. 70.97 crores (being 100% principal OTS amount) interest of Rs. 12.12 crores (being 100% amount) on account of delayed payments to 27 consenting lenders out of 28 lenders which are approx 87% in value as on 31st March, 2015. However, discussion with non - consenting lender i.e. Central Bank of India is in progress. Further, as directed by Hon'ble BIFR vide its order dated 27th January, 2015 company has filed its updated Draft Revival-Cum-Reverse-Merger-Scheme (DRS) before the Hon'ble BIFR and IDBI (O.A.) for speedy rehabilitation of the company. As per direction of BiFr, IdBi (O.A.) to proceed with preparation of a fully tide up DRS and submit the same to the bench for further examination and circulation. Therefore, in pursuance to the above said order IDBI (O.A.) has called for the Joint Meeting of the lenders on 08.05.2015 for finalization of the rehabilitation scheme (DRS). The official of the company have attended the meeting and have discussed the DRS. However, the main application of revival is still pending before Hon'ble BIFR. Meanwhile, Hon'ble Delhi High Court vide its order dated 29th April, 2015 allowed our Writ Petition and set aside AAIFR order dated 14th May, 2013 and remanded back the matter to Hon'ble BIFR for further proceedings.

h) During the year, company has paid agreed OTS amount together with the interest on delayed period to 27 consenting lenders out of 28 lenders in full. The Company has received No Dues Certificates from 16 Lenders and has given effect of OTS to the extent of 'No Dues Certificates' received so far. As a result of this, there is a remission on account of interest of Rs.4662.34 Lacs and the interst paid on delayed period of OTS of Rs.1274.97 Lacs have been credited / debited to the Profit & Loss Account as extraordinary items. The remission on account of principle liability of Rs.5205.51Lacs has been shown under capital reserves in the Balance Sheet as on 31.03.2015.

The company has filed its Draft Revival-Cum-Reverse-Merger-Scheme (DRS) before the Hon'ble BIFR on 27th April, 2012 and further updated Draft Revival-Cum-Reverse-Merger-Scheme (DRS) has now been filed on 16th April, 2015 and IDBI (O.A.) for speedy rehabilitation of the company. The Board of Directors of the company has approved the Scheme of amalgamation of Seftech Phosphate Pvt. Ltd. by way of Reverse Merger into ATV Projects India Ltd.effective from 01.04.2012. The share exchange ratio has been approved by board of directors of both the companies based on the valuation report of an independant Chartered Accountant at 200 (Two hundred) Equity Shares of Rs. 10 (Rupees Ten) each and 59 Non Cumulative Redeemable Preference Shares of Rs. 100 (Rupees One Hundred only) each of ATV Projects India Ltd. for each one equity share of Seftech Phosphate Pvt. Ltd. The Shareholders of Seftech Phosphate Pvt. Ltd. have also approved the amalgamation and the shares exchange ratio. Unsecured Loans from others includes amount recived for payment of OTS to the secured lenders for which DRS has already been filed with BIFR pending for approval.

3.1

The information regarding suppliers holding permanent registration certificate as an Ancillary Industrial Undertaking or a Small Scale Industrial undertaking issued by the Directorate of Industries of State or Union Territory is not available from the relevant parties. In the absence of such information, the amount and interest due as per the Interest on Delayed payment to Micro, Small and Medium Enterprises (Development) Act, 2006 is not acertainable, hence not disclosed separately.

During the year, the company has revised the useful life of the assets persuant to the requirements of Schedule II of the Companies Act,2013 Had the company followed useful life as per previous policy, the depreciation for the year would have been increased and consequently the profit for the year ended on 31.03.2015 is lower by Rs.60.44 Lacs Based on the transitional provision provided in the Schedule II of the Companies Act 2013, the depreciation of Rs.11.51 Lacs being the excess depreciation provided upto 31.03.2014 in respect of assets whose usefu life is already exhausted has been charged to the accumulated Profit & Loss Account as on 31.03.2014.

3.2

As TPE Plant of the Company has not operated during the year, no depreciation on it has been provided.The Depreciation for TPE plant has been provided upto 31.03.1999. If the depreciation would have beer provided from 01.04.1999 to 31.03.2014, the Written Down Value woulc have been Rs.1671 Lacs and the excess depreciation of RS.396 Lacs on the assets whose useful life is already exhausted and to be charged to accumulated Proft & Loss Account as on 31.03.2014. Had the depreciation on TPE plant for the year been provided, profit would have decreased by Rs.29.00 (378.28) lacs with corresponding decrease in the Net block of Fixed Assets.

3.3

The Company is Sick Industrial Unit and registered with BIFR and as such in terms of Accounting Standard 28 'Impairment of Assets' issued by the Institute of Chartered Accountant of India, since the proposal for OTS restructuring is in process, the management of the company has decidec to review the loss on account of impairment of assets after giving effect o' the final accepted proposal by the lenders / financial institution.

Sundry debtors are subject to confirmation and under reconciliation / arbitration. After detailed review and negotiation with some of the parties where the matters are pending in Arbitration / Court. The debtors amounting to Rs. 1015.81 (1015.81) lacs are considered as doubtful of recovery by the management. These amounts have not been provided in the accounts for the year. However, on completion of reconciliation of the debtors accounts, any adjustment, necessary due to reconciliation / arbitration will be made as and when those are completed.

4. Contingent Liabilities not provided for in the Accounts

Particulars 31-03-2015 31-03-2014 Rs. In Lacs Rs. In Lacs

Bank Guarantees and other contractual 87.76 148.99 obligations.

Claims against company not acknowledged 1,044.53 1,884.55

as debt including matters under litigation.

Demand of Sales Tax - for the year 2008-09 3.98 8.03

-Appeal pending with Appl. Authority.

Demand of P.F.Dept-interest & damages 263.15 263.15 pending before High Court, Allahabad.

4.01 The Company has received certain demand from Ahmedabad Stock Exchange Ltd. and Delhi Stock Exchange Ltd for listing fees amounting to Rs.7,37,136/- and Rs.7,20,858/- respectively, which has not been provided in the accounts, However as the company is sick industrial unit registered with BIFR and Draft Revival Scheme (DRS) is pending for consideration before BIFR which inter alia provides for delisting of shares along with waiver of the said listing fees arrears and penalty, if any.

4.02 The Company has received certain demand/ claim from ESIC Regional Office, New Delhi, total amounting to Rs.43.13 Lacs. Out of which Rs.4.43 Lacs has already been paid and balance claim of Rs.32.00 Lacs has been disputed before ESIC Court, Mumbai and has been set aside and remanded the matter to ESIC. The claim for Rs.6.70 Lacs has been disputed before ESIC court, Mumbai which has been set aside by the said court however, ESIC Department has preferred an appeal before Bombay High Court and the matter is pending adjudication. However as the company is sick industrial unit registered with BIFR and Draft Revival Scheme (DRS) is pending for consideration before BIFR which inter alia provides for waiver of the said ESIC payable.

4.03 There is a demand from Sales Tax Department in connection with the refund of exempted sales tax granted earlier under the scheme of incentives by SICOM amounting to Rs.273.17 Lacs on the ground that the industrial undertaking i.e. TPE plant at Nagothane has been shut down due to reasons beyond the control of the management of the company and arrears of sales tax dues amounting to Rs.50.97 Lacs for the period 1995-96 to 2004-05. However as the company is sick industrial unit registered with BIFR and Draft Revival Scheme (DRS) is pending for consideration before BIFR which inter alia provides for waiver of the said Sales tax payable.

5. Expenditure in foreign currency : Expenses incured by the company in foreign exchange include Rs.17.71 lacs (15.98 Lacs) on foreign travelling.

6 Related Party Disclosure

1.Key Managerial Personnel and Relatives

1) Mr. M.V.Chaturvedi - Chairman

2) Mrs.Anita M. Chaturvedi - Relative

3) Mr.H.C. Gupta -Wholetime Director & Company Secretary

7.In the opinion of the Management, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the Books of Accounts and provision for all known liabilities has been made, except as mentioned otherwise.

8.Since the Company has substantial carried forward business losses and unabsorbed depreciation, it is unlikely to have taxable profit in near future and hence it is not considered necessary to create deferred tax assets in accordance with Accounting standard - 22 issued by the Institute of Chartered Accountants of India.

9.The Company is registered with BIFR and is a sick unit mainly engaged in manufacturing and trading of Engineering equipments, Project supplies / Services for various Industries and the TPE plant is not functional. Hence segment reporting as defined in AS 17 issued by the institute of Chartered Accountant of India is not given.

10 The figures of previous year have been regrouped, / rearranged wherever necessary to make them comparable.


Mar 31, 2014

1. The Calls in arrears include unpaid allotment money related to Debentures which have been converted on its due date in to Equity Shres as per the terms of the issue but in respect of which the Company, in exercise of its lien on such shares, has not issued the Shares Certificates to the defaulting Debenture Holders. The Company''s lien on such shares will extend to the forfeiture of such shares, if considered necessary by the Company.

2. The Issued and Subscribed Share Capital of the Company includes 62,00,000 Equity Share of Rs.10 Each alloted as fully paid - up without payment being received in cash pursuant to a Scheme of Amalgamation in the year 1987.

3. a) Non-Convertible Secured Debentures consist of (i) 14% Debentures of Rs.100/- each aggregating Rs.199.33 lacs which were redeemable at a premium of 5% on face value of Debentures in three equal annual installments commencing from September 1996. (ii) 19% Debentures of Rs.100/-each aggregating Rs. 500 lacs which were redeemable at a premium of 5% on face value of Debentures out of which Rs. 200 lacs in three equal annual installments commencing from March, 1998. (iii) 17.5% Debentures of Rs. 10 lacs each aggregating Rs. 800 lacs which are redeemable at par in three equal installments commencing from April 2000. (iv) 17% Debentures of Rs.10 lacs each aggregating Rs. 4400 lacs which were redeemable at the end of 18 months from the respective dates of allotments commencing from November 1995. The NCD holders have recalled their dues and have sent legal notices/filed suit for the same.

Debentures of Rs. 199.33 lacs referred to in3.1(a) (i) above have been secured by creation of pari-passu charges on certain immovable properties of the Company at Andheri, Mumbai as well as at Mathura (ii) Debentures of Rs. 500 lacs referred to in 3.1(a) (ii) above are secured by creation of legal mortgage on the Company''s Baroda property and a pari passu charges on certain immovable properties at Andheri, Mumbai as well as at Mathura (iii) Debentures of Rs.800 lacs referred to in 3.1 (a) (iii) above are secured by creation of legal mortgage on the Company''s Mumbai Property and certain immovable properties at Mathura. (iv) Debentures of Rs.4400 lacs referred to in 3.1 (a) (iv) above are secured by creation of a legal mortgage on part of the Company''s property of TPE Project at Nagothane.

b) Long term loans of Rs. 4667.87 lacs from Financial Institutions / Govt. Board under Equipment Finance/Asset Credit Scheme which are secured by way of hypothecation of specific assets purchased under the Schemes. Part of the loans aggregating Rs.3565.00 lacs are further secured by way of equitable mortgage of the Vessel Manufacturing Unit of the Company at Mathura (ii) Short Term Loans received from Financial Institutions aggregating Rs.1420.00 lacs are secured by way of pledge of equity shares of Promoter Directors and Associates. (iii) Term loans amounting to Rs.3000.00 lacs received from financial institutions, which are secured by way of first mortgage on certain immovable properties and 2nd charge ranking pari passu on all the movable assets both present and future of TPE Plant and TPE compounding Plant of the Company at Nagothane.

c) Sales Tax deferment loan of Rs. 182.10 lacs (Rs. 182.10 lacs) is secured by second charge on the fixed assets of Mathura Unit.

d) Loan of Rs. 640.68 lacs taken from Non-Banking Financial Companies against purchase of assets on hire purchase basis are secured against those specific assets.

e) Working capital finance from Banks is secured by the mortgage of immovable properties of the Company at Head Office Andheri, Mumbai and at Mathura as well as hypothecation of present and future inventories, receivables and other tangible movable assets.

f) Various recovery/recall proceedings have been stayed on account of the Company having been declared a Sick Industrial Company under the Sick Industrial Companies (Special Provisions) Act, 1985.

g) No Interest has been provided on the long term loans, working capital finance, debentures and arrears of Interest along with liquidated damages as the company is a sick industrial undertaking and its rehabilitation scheme is pending before BIFR. The OTS proposal of Rs. 82 crores has been accepted by all the secured lenders except Central Bank of India. Therefore, in compliance to the OTS offer, company has paid Rs. 70.97 crores (being 100% principal OTS amount) to 27 consenting lenders out of 28 lenders which are approx 87% in value. Company has also paid interest of Rs. 10.55 crores on account of delayed payments to the above said 27 consenting lenders as on 31st March, 2014. The balance amount of Rs. 1.61 Crores (being 10%) of interest has also been paid to SASF (subject to reconciliation) on 17th April, 2014. SASF in turn distributed the pro-rata share to all the 27 consenting lenders on 6th May, 2014. The Draft Revival-Cum-Reverse-Merger-Scheme (DRS) filed earlier before Hon''ble BIFR for speedy rehabilitation of the company is pending adjudication. The main application of revival is still pending before Hon''ble BIFR. Meanwhile, Hon''ble AAIFR dismissed two appeals challenging the interim order of BIFR. Your company challenged the dismissal order of the Hon''ble AAIFR before Hon''ble Delhi High Court. The Hon''ble Delhi High Court issued notices to all the respondents and subject matter is pending adjudication. However, discussion with non - consenting lender i.e. Central Bank of India is in progress.

4. The company has filed Draft Revival -Cum-Reverse Merger Scheme before the Hon''ble BIFR on 27.04.2012 for speedy rehabilitation of the company, which is pending adjudication. The Board of directors of the company has approved the Scheme of amalgamation of Seftech Phosphate Pvt. Ltd. by way of Reverse Merger into ATV Projects India Ltd. effective from 01.04.2012. The share exchange ratio has been approved by board of directors of both the companies based on the valuation report of an independant Chartered Accountant at 200 (Two hundred) Equity Shares of Rs. 10 (Rupees Ten) each and 59 Non Cumulative Redeemable Preference Shares of Rs. 100 (Rupees One Hundred only) each of ATV Projects India Ltd. for each one equity share of Seftech Phosphate Pvt. Ltd. The Shareholders of Seftech Phosphate Pvt. Ltd. have also approved the amalgamation and the shares exchange ratio. Unsecured Loans from others includes amount recived for payment of OTS to the secured lenders for which DRS has already been filed with BIFR pending for approval.

5. The information regarding suppliers holding permanent registration certificate as an Ancillary Industrial Undertaking or a Small Scale Industrial undertaking issued by the Directorate of Industries of State or Union Territory is not available from the relevant parties. In the absence of such information, the amount and interest due as per the Interest on Delayed payment to Micro, Small and Medium Enterprises (Development) Act, 2006 is not acertainable, hence not disclosed separately.

"As TPE Plant of the Company has not operated during the year, no depreciation on it has been provided. Had the depreciation been provided, Profit would have Decreased by Rs. 378.28 (437.33) lacs with corresponding decrease in the Net block of Fixed Assets."

6. The Company is Sick Industrial Unit and registered with BIFR and as such in terms of Accounting Standard 28 ''Impairment of Assets'' issued by the Institute of Chartered Accountant of India, since the proposal for OTS / restructuring is in process, the management of the company has decided to review the loss on account of impairment of assets after giving effect of the final accepted proposal by the lenders / financial institution. "

7. Sale/Transfer of Free hold land of Rs.0.70 Lacs represents the cost of plot of land at Nagothane which has been acquisioned by National Highway Authority of India

8. "Sundry debtors are subject to confirmation and under reconciliation / arbitration. After detailed review and negotiation with some of the parties where the matters are pending in Arbitration / Court. The debtors amounting to Rs. 1015.81 (1015.81) lacs are considered as doubtful of recovery by the management. These amounts have not been provided in the accounts for the year. However, on completion of reconciliation of certain debtors accounts, any adjustment, necessary due to reconciliation / arbitration will be made as and when those are completed."

Other income includes Rs. 3.50 Lacs on account of surplus on acquisition of plot of Land at Nagothane by National Highway Authority of India. (Refer to Note No. 8.3)

9. Contingent Liabilities not provided for in the Accounts

Particulars As at As at 31.03.2014 31.03.2013 (Rs. In Lacs) (Rs. In Lacs)

Bank Guarantees and other contractual obligations 148.99 148.99

Claims against company not acknowledged as debt including matters under litigation** 1,884.55 1,884.55

Demand of Sales Tax - Appeal pending with Appl. Authority 8.03 8.03

Demand of P.F.Dept-interest & damages 263.15 263.15 Pending before High Court, Allhabad

10. Expenditure in Foreign Currency

Expenses incurred by the Company in Foreign Exchange include Rs.15.98 lacs (11.27 lacs) on foreign travelling.

11. During the year the Income Tax Assessment Year 2011-12 has been completed wherein a demand of Rs. 76.01 Lacs has been raised against which the Company has filed an appeal before Commissioner of Income Tax and a rectification application before Dy. Commissioner of Income Tax. The Company has been advised that the said Income Tax demand would not sustain and would be delated fully.

12. In the opinion of the Management, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the Books of Accounts and provision for all known liabilities has been made, except as mentioned otherwise.

13. Since the Company has substantial carried forward business losses and unabsorbed depreciation, it is unlikely to have taxable profit in near future and hence it is not considered necessary to create deferred tax assets in accordance with Accounting standard - 22 issued by the Institute of Chartered Accountants of India.

14. The Company is registered with BIFR and is a sick unit mainly engaged in manufacturing and trading of Engineering equipments, Project supplies / Services for various Industries and the TPE plant is not functional. Hence segment reporting as defined in AS 17 issued by the institute of Chartered Accountant of India is not given.

15. The figures of previous year have been regrouped, / rearranged wherever necessary to make them comparable.


Mar 31, 2013

1 Expenditure in Foreign Currency

Expenses incurred by the Company in Foreign Exchange include Rs.11.27 lacs (15.08 lacs) on foreign travelling.

2 Related Party Disclosure

1. Key Managerial Personnel and Relatives

Mr. M.V.Chaturvedi - Chairman

Mrs. Anita M. Chaturvedi - Relative

Mr. Rajan Chaturvedi - Relative

Mr. H.C. Gupta - Wholetime Director & Company Secretary

3

In the opinion of the Management, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the Books of Accounts and provision for all known liabilities has been made, except as mentioned otherwise.

4

Since the Company has substantial carried forward business losses and unabsorbed depreciation, it is unlikely to have taxable profit in near future and hence it is not considered necessary to create deferred tax assets in accordance with Accounting standard - 22 issued by the Institute of Chartered Accountants of India.

5

The Company is registered with BIFR and is a sick unit mainly engaged in manufacturing and trading of Engineering equipments, Project supplies / Services for various Industries and the TPE plant is not functional. Hence segment reporting as defined in AS 17 issued by the institute of Chartered Accountant of India is not given.

6

The figures of previous year have been regrouped, / rearranged wherever necessary to make them comparable.


Mar 31, 2012

1.1 Calls in arrears include unpaid allotment money related to Debentures which have been converted on its due dates into Equity Shares as per the terms of the issue but in respect of which the Company, in exercise of its lien on such shares, has not issued the Share Certificates to the defaulting Debenture Holders. The Company's Lien on such Shares will extend to the forfeiture of such shares, if considered necessary by the company.

1.2 The Issued and Subscribed Share Capital of the Company includes 62,00,000 Equity Share of Rs.10 Each alloted as fully paid - up without payment being received in cash pursuant to a Scheme of Amalgamation in the year 1987.

2.1 During the year the surplus from settlement of account with Punit Computers Pvt. Ltd. Rs. 7.07 Lacs transferred to Capital Reserve.

2.2 In view of the accumulated losses and as the company is a sick unit registered with BIFR no amount has been transferred to Debenture redemption reserve during the year.

3.1 a) Non-Convertible Secured Debentures consist of (i) 14% Debentures of Rs.100/- each aggregating Rs.199.33 lacs which were redeemable at a premium of 5% on face value of Debentures in three equal annual installments commencing from September 1996. (ii) 19% Debentures of Rs.100/- each aggregating Rs. 500 lacs which were redeemable at a premium of 5% on face value of Debentures out of which Rs. 200 lacs in three equal annual installments commencing from March, 1998.

(iii) 17.5% Debentures of Rs. 10 lacs each aggregating Rs. 800 lacs which are redeemable at par in three equal installments commencing from April 2000. (iv) 17% Debentures of Rs.10 lacs each aggregating Rs. 4400 lacs which were redeemable at the end of 18 months from the respective dates of allotments commencing from November 1995. The NCD holders have recalled their dues and have sent legal notices/filed suit for the same.

Debentures of Rs. 199.33 lacs referred to in (i) above have been secured by creation of pari-passu charges on certain immovable properties of the Company at Andheri, Mumbai as well as at Mathura (ii) Debentures of Rs. 500 lacs referred to in 3.1(a) (ii) above are secured by creation of legal mortgage on the Company's Baroda property and a pari passu charges on certain immovable properties at Andheri, Mumbai as well as at Mathura (iii) Debentures of Rs.800 lacs referred to in 3.1 (a) (iii) above are secured by creation of legal mortgage on the Company's Mumbai Property and certain immovable properties at Mathura. (iv) Debentures of Rs. 4400 lacs referred to in 3.1 (a) (iv) above are secured by creation of a legal mortgage on part of the Company's property of TPE Project at Nagothane.

b) Long term loans of Rs. 4667.87 lacs from Financial Institutions/Govt. Board under Equipment Finance/Asset Credit Scheme which are secured/to be secured by way of hypothecation of specific assets purchased/to be purchased under the Schemes. Part of the loans aggregating Rs. 3565.00 lacs are further secured by way of equitable mortgage of the Vessel Manufacturing Unit of the Company at Mathura (ii) Short Term Loans received from Financial Institutions aggregating Rs. 1420.00 lacs are secured by way of pledge of certain listed equity shares of Promoter Directors and their Associates. (iii) Term loans amounting to Rs. 3000.00 lacs received from financial institutions, which are secured by way of first mortgage on certain immovable properties and 2nd charge on all the movable assets both present and future of TPE Plant and TPE compounding Plant of the Company at Nagothane ranking pari passu charge.

c) Sales Tax deferment loan of Rs. 182.10 lacs (Rs. 182.10 lacs) is secured by second charge on the fixed assets of Mathura Unit.

d) (i)Loan of Rs. 88 lacs received from a housing finance company (NBFC) was earlier assigned to Punit Computer Pvt. Ltd. has now has been re-assigned to Mahalaxmi Import Export Pvt. Ltd. by Punit Computer Pvt. Ltd. is secured by an exclusive mortgage of the housing colony of staff at Mathura, U.P. (ii) Loans of Rs. 640.68 lacs taken from Non-Banking Financial Companies against purchase of assets on hire purchase of assets on hire purchase basis are secured against those specific assets.

e) Working capital finance from Banks is secured by the mortgage of immovable properties of the Company at Head Office Andheri, Mumbai and at Vadodra as well as hypothecation of present and future inventories, receivables and other tangible movable assets.

f) Various recovery/recall proceedings have been stayed on account of the Company having been declared a Sick Industrial Company under the Sick Industrial Companies (Special Provisions) Act, 1985.

g) No Interest has been provided on the long term loans, working capital finance, debentures and arrears of Interest along with liquidated damages as the company is a sick industry. It has submitted its revised OTS proposal of Rs. 82 crores to the secured lenders which had been approved by majority of the lenders to the tune of approx 87%. Pursuant to the direction, company has deposited Rs. 71.58 crores (100% of the consenting lenders except Central Bank). Due to delay in payment of OTS the lenders decided to charge interest of Rs. 10.81 crores upto 31st March, 2012. Out of the total interest, company has deposited Rs. 2.70 crores (being 25% interest) with IDBI, which has already been distributed amongst the consenting lenders. The balance amount of interest Rs. 8.11 crores will carry coumpound interest @11% and will be due & payable upon receipt of OTS consent from Central Bank of India. Meanwhile, company has filed its Draft Revival-cum-Reversed Merger Scheme before Hon'ble BIFR & AAIFR for implementatin of the scheme, which is pending adjudication.

4.1 The information regarding suppliers holding permanent registration certificate as an Ancillary Industrial Undertaking or a Small Scale Industrial undertaking issued by the Directorate of Industries of State or Union Territory is not available from the relevant parties. In the absence of such information, the amount and interest due as per the Interest on Delayed payment to Micro, Small and Medium Enterprises (Development) Act, 2006 is not acertainable, hence not disclosed separately.

5.1 Since the Company is a Sick Industrial Company and is registered with BIFR, the unpaid dividend has not been deposited in Investor Education and Protection fund amounting to Rs. 1.02 lacs (1.02 lacs) due to non availability of reconciliation by the share transfer Registrars and the Banks, however, the Company is taking steps to deposit the same.

6.1 "As TPE Plant of the Company has not operated during the year, no depreciation on it has been provided. Had the depreciation been provided Profit would have Decreased by Rs. 505.70 (584.86) lacs with corresponding decrease in the Net block of Fixed Assets."

6.2 The Company is Sick Industrial Unit and registered with BIFR and as such in terms of Accounting Standard 28 'Impairment of Assets' issued by the Institute of Chartered Accountant of India, since the proposal for OTS / restructuring is in process, the management of the company has decided to review the loss on account of impairment of assets after giving effect of the final accepted proposal by the lenders / financial institution. "

6.3 The Patterns being intangible asset of Rs.0.62 lacs has not been mentioned as the same has already been depreciated fully in earlier years.

7.1 "Sundry debtors are subject to confirmation and under reconciliation / arbitration. After detailed review and negotiation with some of the parties where the matter is pending in Arbitration / Court amounting to Rs. 1062.60 (1798.78) lacs which is considered as doubtful of recovery by the management. These amounts have not been provided in the accounts for the period. However, on completion of reconciliation of certain debtors accounts, any adjustment, necessary due to reconciliation / arbitration will be made as and when those are completed."

8.1 The Miscellaneous Expenses includes Society Expenses of Rs. 47.06 Lacs and Sundry Balances written off of Rs. 47.12 Lacs.

9 Contingent Liabilities not provided for in the Accounts

Particulars As at As at 31.03.2012 31.03.2011 (Rs. In Lacs) (Rs. In Lacs)

Bank Guarantees and other contractual obligations 148.99 148.99

Claims against company not acknowledged as debt including matters under litigation 1,427.25 1,429.39

Bills Discounted with Financial Institutions towards supply of goods - 1,538.79

Demand of Sales Tax - Appeal pending with Appl. Authority 8.03 8.03

Demand of P.F.Dept-interest & damages * 263.15 89.47

* Writ Petition pending before High Court, Allahabad

10 Expenditure in Foreign Currency

"Expenses incurred by the Company in Foreign Exchange include Rs.15.08 lacs (15.19 lacs) on foreign traveling."

11 Related Party Disclosure

Key Managerial Personnel and Relatives

Mr. M.V.Chaturvedi - Chairman

Mrs.Anita M. Chaturvedi - Relative

Mr. Rajan Chaturvedi - Relative

Mr.H.C. Gupta - Wholetime Director & Company Secretary

12 "In the opinion of the Management, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the Books of Accounts and provision for all known liabilities has been made, except as mentioned otherwise."

13 "Since the Company has substantial carried forward business losses and unabsorbed depreciation, it is unlikely to have taxable profit in near future and hence it is not considered necessary to create deferred tax assets in accordance with Accounting standard - 22 issued by the Institute of Chartered Accountants of India. "

14 "The Company is registered with BIFR and is a sick unit mainly engaged in manufacturing and trading of Engineering equipments, Project supplies / Services for various Industries and the TPE plant is not functional. Hence segment reporting as defined in AS 17 issued by the institute of Chartered Accountant of India is not given."

15 "The figures of previous year have been regrouped, / rearranged wherever necessary to make them comparable."


Mar 31, 2010

1. The issued and Subscribed Share Capital of the Company includes :-

62,00,000 Equity Shares of Rs. 10/- each allotted as fully paid - up without payment being received in cash pursuant to a Scheme of Amalgamation.

2. Details of Secured Loans :

a) Non-Convertible Secured Debentures consist of (i) 14% Debentures of Rs.100/- each aggregating Rs. 199.33 lacs which were redeemable at a premium of 5% on face value of Debentures in three equal annual installments commencing from September 1996. (ii) 19% Debentures of Rs.100/- each aggregating Rs. 500 lacs which were redeemable at a premium of 5% on face value of Debentures out of which Rs. 200 lacs in three equal annual installments commencing from March, 1998. (iii) 17.5% Debentures of Rs. 10 lacs each aggregating Rs. 800 lacs which are redeemable at par in three equal installments commencing from April 2000. (iv) 17% Debentures of Rs.10 lacs each aggregating Rs. 4400 lacs which were redeemable at the end of 18 months from the respective dates of allotments commencing from November 1995. The NCD holders have recalled their dues and have sent legal notices/filed suit for the same. Debentures of Rs. 199.33 lacs referred to in (i). above have been secured by creation of pari-passu charges on certain immovable properties of the Company at Andheri, Mumbai as well as at Mathura (ii) Debentures of Rs. 500 lacs referred to in 2(a) (ii) above are secured by creation of legal mortgage on the Companys Baroda property and a pari passu charges on certain immovable properties at Andheri, Mumbai as well as at Mathura (iii) Debentures of Rs.800 lacs referred to in 2 (a) (iii) above are secured by creation of legal mortgage on the Companys Mumbai Property and certain immovable properties at Mathura. (iv) Debentures of Rs. 4400 lacs referred to in 2 (a) (iv) above are secured by creation of a legal mortgage on part of the Companys property of TPE Project at Nagothane.

b) Long term loans of Rs. 4667.87 lacs (Rs. 4667.87 lacs) from Financial Institutions/Govt. Board under Equipment Finance/Asset Credit Scheme which are secured/to be secured by way of hypothecation of specific assets purchased/to be purchased under the Schemes. Part of the loans aggregating Rs. 3565.00 lacs are further secured by way of equitable mortgage of the Vessel Manufacturing Unit of the Company at Mathura (ii) Short Term Loans received from Financial Institutions aggregating Rs. 1420.00 lacs are secured by way of pledge of certain listed equity shares of Promoter Directors and their Associates, (iii) Term loans amounting to Rs. 3000.00 lacs received from financial institutions, which are secured by way of first mortgage on certain immovable properties and 2°" charge on all the movable assets both present and future of TPE Plant and TPE compounding Plant of the Company at Nagothane ranking pari passu charge.

c) Sales Tax deferment loan of Rs. 182.10 lacs (Rs. 182.10 lacs) is secured by second charge on the fixed assets of Mathura Unit.

d) Loan of Rs. 95.07 lacs received from a housing finance company (NBFC) which has now been assigned to Punit Computer Pvt. Ltd., is secured by an exclusive mortgage of the housing colony for staff at Mathura, U.P. (ii) Loans of Rs. 640.68 lacs taken from Non-Banking Financial Companies against purchase of assets on hire purchase of assets on hire purchase basis are secured against those specific assets.

e) Working capital finance fron> Banks is secured by the mortgage of immovable properties of the Company at Head Office Andheri, Mumbai and at Vadodra as well as. hypothecation of present and future inventories, receivables and other tangible movable assets.

f) Various recovery/recall proceedings have been stayed on account of the Company having been declared a Sick Industrial Company under the Sick Industrial Companies (Special Provisions) Act, 1985.

3. Calls in arrears include unpaid allotment money related to Debentures which have been converted on its due dates into Equity Shares as per the terms of the issue but in respect of which the Company, in exercise of its lien on such Shares, has not issued the Share Certificates to the defaulting Debenture holders. The Companys lien on such Shares will extend to the forfeiture of such Shares, if considered necessary by the Company.

4. Sundry debtors, Creditors, Loans and advances are subject to confirmation and under reconciliation / arbitration. After detailed review and negotiation with some of the parties where the matter is pending in Arbitration / Court amounting to Rs. 2156.58 (2094.85) lacs which is considered as doubtful of recovery by the management. These amounts have not been provided in the accounts for the period. After reconciliation of certain debtors and creditors accounts, adjustment due to reconciliation / arbitration award received during the year has been debited / credited to sundry balance written off and the net balance of Rs. 84.41 lacs has been debited to Profit and Loss Account for the year. During the year the company has received Rs. 424.83 lacs from an arbitration award including interest of Rs. 263.99 lacs and after deducting the .balance amount in receivable account, has been taken to respective accounts in Profit and Loss Accounts. However, on completion of reconciliation of certain debtors and creditors accounts any adjustment, necessary due to reconciliation / arbitration will be made as and when those are completed.

5. Since the Company is a Sick Industrial Company and is registered with BIFR, the unpaid dividend has not been deposited in Investor Education and Protection fund amounting to Rs. 1.02 lacs (1.02 lacs) due to non availability of reconciliation by the share transfer Registrars and the Banks as per the provision of section 205 c of the Companies Act 1956, however the Company is taking steps to deposit the same.

6. In the opinion of the Management, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the Books of Accounts and provision for all known liabilities has been made, except as mentioned otherwise.

7. Since the Company has substantial carried forward business losses and unabsorbed depreciation, it is unlikely to have taxable profit in near future and hence it is not considered necessary to create deferred tax assets in accordance with Accounting standard - 22 issued by the Institute of Chartered Accountants of India.

8. As TPE Plant of the Company has not operated during the year, no. depreciation on it has been provided. Had the depreciation been provided losses would have increased by Rs. 676.54 lacs (Rs. 564.86 lacs) with corresponding decrease in the Net block of Fixed Assets.

9. Since the company is a Sick Industrial Unit and has submitted its OTS proposal of Rs. 82 Crores which has accepted by all the secured lenders. Meanwhile, Honble AAIFR vide its order dated 13,h February, 2008 has directed all the secured lenders to accept the same and directed the company to make the balance payment within two months, which has been challenged by the company before Delhi High Court. Honble Delhi High Court allowed the petition of the company and matter has been remanded back to Honble AAIFR for fresh consideration. As per the direction of AAIFR, company has already filed its DRS to BIFR for speedy rehabilitation of the company, which is pending before BIFR. As per the OTS settlement terms, company has deposited up-front amount with IDBI (O.A.) and awaiting their formal sanction (LOI) from rest of the Lenders. Therefore, No provision has been made for interest of Rs. 57780.40 lacs (Rs. 37211.62 lacs) payable to Banks, Financial Institutions, NCD holders and other Corporate Bodies.

10. In view of the accumulated losses no amount has been transferred to Debenture Redemption Reserve during the year.

11. The Company is Sick Industrial Unit and registered with BIFR and as such in terms of Accounting Standard 28 Impairment of Assets issued by the Institute of Chartered Accountant of India, since the proposal for OTS / restructuring is in process, the management of the company has decided to review the loss on account of impairment of assets after giving effect of the final accepted proposal by the lenders / financial institution.

12. The Company has applied for permission vide its letter dated 9th Feb., 2010 to the Ministry of Company Affairs, Government of India, for exemption from complying with the requirements of the provision of quantitative disclosure for the year ending 31.03.2010 and expected to get it shortly. Therefore, the Company has not given the disclosure of quantitative information pursuant to part II of schedule VI of the Companies Act, 1956.

13. Company is engaged in the business of executing Turnkey project and supply of equipment for several industries such as Sugar, Fertilizer, Chemical, Petrochemicals, Steel, Power, Nuclear Power etc. by manufacturing the part of the equipments and components at its Plant in Mathura and executing the remaining parts at various sites of its clients, therefore, it is not practically possible, due to peculiar nature of the business of the company to provide installed capacity and actual production of its project construction and Engineering division. However, annual installed capacity of its Thermoplastic Elastomer and TPE Compounding Plant at Nagothane is 45000 MT P.A. The Company has not produced any TPE and TPE compounding material during the year.

14. During the year the company has deposited its current year dues towards provident fund and had also paid part its P. F. dues related to earlier years and the balance amount due to P.F. department now is Rs. 70.90 lacs (99.34 lacs) as on 31-03-2010. As against the amount due, the Provident Fund Commissioner has attached certain properties of the Company. The company has given a proposal to Provident fund commissioner for payment of balance dues by certain installments and awaiting the favorable reply.

15. Contingent liabilities not provided for in the Accounts as on 31a March, 2010:

a) Guarantees given by the Banks against performance guarantee as on 31st March, 2010 and other contractual obligations of the Company as on 31st March, 2010 are for Rs. 148.99 lacs (Rs. 148.99 lacs).

b) Claims against the Company not acknowledged as debts excluding referred in Note No. B-10 herein above and as certified by the Management, including matters under litigation as on 31s March, 2010 are for Rs 1429.39 lacs (Rs. 2274.18 lacs)

c) Contingent Liability in respect of bills discounted with Financial Institution Rs. 1538.79 lacs (Rs. 1538.79 lacs) towards the supply of goods to its customers.

d) In connection with the demand for Rs. 8.03 lacs (Rs. 8.03 lacs) from the Sales-Tax authority, the company has filed an appeal against the said demand before Appellate Authority.

16. During the year the company has settled with some of the Un- secured Lender / NBFC under the one time settlement scheme and the difference between the liabilities as per accounts and the amount settled with the parties, Rs. 55.96 (282.23) lacs has been transferred to the other income in Profit & Loss Account and Rs. 10.00 lacs being remission in principle liabilities has been credited to Capital Reserve.

17. The information regarding suppliers holding permanent registration certificate as an ancillary industrial undertaking or a Small Scale Industrial undertaking issued by the Director of Industries of State or Unios Territory, is not available from relevant parties. In the absence of such information, the amount and interest due as per the interest on delayed payment to Small and Ancillary Industrial Act, 1993 is not ascertainable, hence, not disclosed separately.

18. Expenses incurred by the Company in Foreign Exchange include Rs. 9.67 lacs (Rs. 7.43 lacs) on foreign traveling.

19. The Professional charges include the payment to Auditors being Audit fees (including service tax) of Rs. 4.41 lacs (3.37 lacs).

20 Related Party Disclosures:

Related parties and nature of relationship where control exists a) Key Managerial Personnel and Relatives Mr. M.V. Chaturvedi - Chairman

Mrs.AnitaM.Chaturvedi - Relative Mr. H.C.Gupta - Directors Company Secretary

21. The Company is registered with BIFR and is a sick unit mainly engaged in manufacturing and trading of Engineering equipments, Project supplies / Services for various Industries and the TPE plant is not functional. Hence segment reporting as defined in AS 17 issued by the institute of Chartered Accountant of India is notgiven.

22. The figures of previous year are of nine months and current year are of twelve months as such previous year figures are not comparable to the extent. The figures of previous year have been regrouped / rearranged wherever necessary to make them comparable.

 
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