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Notes to Accounts of Genus Paper & Boards Ltd.

Mar 31, 2015

1. Securities

1(a) Term loan from SBI -INR Rs. Nil (previous year Rs. Nil ) are secured by exclusive first charge on entire fixed assets of the company other than fixed assets of Paper & particle board division save and except assets charged to PNB to rank "pari passu" between lenders at 2 and/ or 3 and further secured by securities mentioned at 2 below on "pari passu" basis.

(b) The above facilities are further secured by first charge on Land, Building and Plant & machinery of steel division, land & building of administrative block and residential colony. save and except first "pari passu" charge on certain personal assets of promoters and directors.

2. Term loan from PNB Rs.246149083.00 (previous year Rs. 74217406.00 ) are secured by hypothecation of Plant & Machinery, equipments, tools etc. (existing / future of paper & board division save and except assets charged to banks to rank pari passu between lenders at 1. These loans are repayable in un-equal monthly installment starting from April, 2010 and will end in March, 2021.

3. Term loan of Rs. 2727393.68 from HDFC Bank. (previous year Rs. 451726.36) are secured by hypothecation of vehicles.

4. Term loan of Rs. Nil from State Bank of India (previous year Rs. 48326.00) are secured by hypothecation of vehicles.

5. Term loan of Rs. 1614034.00 from Punjab National Bank (previous year Rs. 2035467.00) are secured by hypothecation

2. Securities

1(a) Working Capital Loan INR Rs. 245946279.32 (previous Year Rs. 222085488.63) are secured by exclusive first charge by way of hypothecation of entire current assets ( existing & future ) including all stocks & receivables pertaining to steel division and co-gen. Power plant of the company save and except assets charged to PNB to rank pari passu between lenders at 2. Further secured by securities mentioned at 2 below on pari passu basis (b) The above facilities are further secured by first charge on Land, Building and Plant & machinery of steel division , land & building of administrative block and residential colony. save and except first "pari passu" charge on certain personal assets of promoters and directors.

2. Working Capital Loan from PNB Rs. 75631492.70 ( previous Year Rs. 97222808.89 ) are secured by hypothecation of entire current assets ( present & future ) of the Multi-layered kraft paper unit save and except assets charged to bank to rank "pari passu" between lenders at para 1.

3. CONTINGENT LIABILITIES AND COMMITMENTS

31-03-15 31-03-14

Contingent Liabilities not provided for (Rs. In lac) (Rs. In lac) in respect of :

a. Guarantees given by the Bankers on behalf of the Company(Net of margin money) 104.81 118.92

b. Estimated amount of contract remaining to be executed on Capital account(Net) - -

c. Letter of credit issued by Bank(Net - - of Margin money)

d. Disputed demands under:

Sales Tax/Commercial Tax 99.33 17.45

Factories Act 2.75 2.00

Central Excise and Service Tax 83.55 38.34

4. RELATED PARTY DISLOSURE

Related party disclosures, as required by Accounting Standard 18, “Related Party Disclosures”, issued by the Institute of Chartered Accountants of India are given below:

a. Key Management Personnel : Kailash Chandra Agarwal

: Himanshu Agarwal

b. Relatives of Key Managerial Personnel : N.P.Todi

c. Enterprises controlled by Key : Genus Power Infrastructure Ltd.

Management personnel and Individuals : Kailash Coal and Coke Co. Ltd

having significant Influence : J.C.Textile Pvt.Ltd.

: Virtuous Urja Ltd.

d. Subsidiary : Genus Prime Infra Limited

: Sunima Trading Pvt. Limited *

: Sansar Infrastructure Pvt. Limited *

: Star Vanijya Pvt. Limited*

* Subsidiary Companies of Genus Prime Infra Ltd

5. In terms of the scheme of arrangement during the year ended March 31, 2014 amongst the companies Genus Power Infrastructures Limited (“GPIL”),Genus Paper Products Limited ("GPPL"), and Genus Paper & Boards Limited ("GPBL"), GPIL has re-organized and segregated by way of a demerger, its business and undertaking engaged in manufacturing and trading of all kinds and classes of papers and boards, steel and the undertaking of managing, supervising, controlling and making non power investments to the company. All the assets and liabilities are transferred to the Company pursuant to order of the Hon'ble High Court of judicature at Allahabad dated 29.10.2013 and the same has been filed with the Registrar of Companies on 29.11.2013 and the appointed date as per the Scheme is 1st April 2011.

As per the said scheme;

a. All the properties, investments, assets and liabilities related to Paper & Boards, Steel and Non Power Investment undertaking/ divisions of GPIL are transferred and vested in the Company on a going concern basis with effect from 01.04.2011.

b. The said transfer has been affected at the values appearing in the books of GPIL and recorded as such in the books of account of the Company. The value of assets over liabilities as on that date aggregates to Rs. 2722499996.00.

c. In consideration of the demerger, the Company has issued and allotted 256625940 equity shares to the shareholders of GPIL in the ratio of one equity share of face value of Re.1/- each fully paid up in the Company for every one equity share of Re.1/- each fully paid up held by the shareholders of GPIL ranking pari passu with the existing equity shares of the Company save and except in relation to dividends, if any, to which they may be entitled to, as and from the Appointed Date. The New Equity Shares of the Company issued on Demerger shall, subject to completion of applicable procedures, be listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and shall remain frozen in the depositories system till listing/trading permission is given by the Bombay Stock and the National Stock Exchange of India Limited. Consequent to the allotment of the new shares as per the Scheme, the Company has ceased to be the subsidiary of GPIL.

d. Excess of net assets so recorded over the amount of share capital issued amounting to Rs. 2465874056.00 is recognized in these financial statements, and as stipulated in the Scheme, is disclosed as a free reserve with the nomenclature "Business Reconstruction Reserve”.

6. Financial information of Subsidiary Companies as required by first proviso to section 129 (3) read with rule 5 of companies (Accounts) rule 2014 of the Companies Act,2013 for the year ended on 31.03.2015 are separately enclosed.

7. The previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2014

Securities

1(a) Term oan from SBI -INR Rs. Nil (previous year Rs. Nil) are secured by exclusive first charge on entire fixed assets of the company j other than fixed assets of Paper & particle board division save and except assets charged to PNB to rank "pari-passu" between lenders at 2 and/ or 3 and further secured by securities mentioned at 2 below on "pari-passu" basis.

(b) The above facilities are further secured by first charge on Land, Building and Plant & machinery of steel division, land & building i of administrative block and residential colony save and except first "pari-passu" charge on certain personal assets of promoters and directors.

2. Term loan from PNB Rs.74217406.00 (previous year Rs. Nil ) are secured by hypothecation of Plant & Machinery, equipments, tools etc. (existing / future of paper & board division save and except assets charged to banks to rank pari- passu between lenders at 1.

3. Term loan of Rs. 451726.36 from HDFC Bank, (previous year Rs.Nil) are secured by hypothecation of vehicles._

4. Term loan of Rs. 48326.00 from State Bank of India (previous year Rs.Nil) are secured by hypothecation of vehicles.

5. Term loan of Rs. 2035467.00 from Punjab National Bank (previous year Rs.Nil) are secured by hypothecation of vehicles.

1(a) Working Capital Loan INR Rs. 222085488.63 (previous Year Rs. Nil) are secured by exclusive first charge by way of hypothecation of entire current assets (existing & future) including ail stocks & receivables pertaining to steel division and co-gen. power plant of the company save and except assets charged to PNB to rank pari-passu between lenders at 2. Further secured by securities mentioned at 2 beiow on pari-passu basis

(b) The above facilities are further secured by first charge on Land, Building and Piant & machinery of steei division , iand & building of administrative block and residential colony save and except first" pari-passu" charge on certain personal assets of promoters and directors.

2. Working Capital Loan from PNB Rs. 97222808.89 (previous Year Rs. Nil) are secured by hypothecation of entire current assets (present & future) of the Muiti-iayered kraft paper unit save and except assets charged to bank to rank " pari-passu" between ders at para 1.

NOTE CONTINENT LIABILITIES AND COMMITMENTS

31-03-14 31-03-13 Contingent Liabilities not provided for in respect of: (Rs. In lac) (Rs. In lac)

a. Guarantees given by the Bankers on behalf of the 118.92 - Company(Net of margin money)

b. Estimated amount of contract remaining to be - - executed on Capitai account(Net)

c. Letter of credit issued by Bank Net of Margin money) - -

d. Disputed demands under:

Sales Tax/Commercial Tax 17.45 -

Factories Act 2.00 -

Central Excise and Service Tax 38.34 -

NOTE 2

1. The entire equity share capital of the Company upto 10.1.2014 was owned by GPiL and its nominees, pursuant to which the Company was a wholly owned subsidiary of GPIL tNil that date. _

2. In terms of the scheme of arrangement under section 391 and 394 of the Companies Act, 1956 ("the Scheme) amongst Genus Power Infrastructures Limited ("GPIL"), the Company and Genus Paper Products Limited ("GPPL"), GPIL has re-organized and segregated by way of a demerger, its business and undertaking engaged in manufacturing and trading of all kinds and classes of papers and boards, steel and the undertaking of managing, supervising, controlling and making non power investments to the company. All the assets and liabilities are transferred to the Company pursuant to order of the Hon''ble High Court of judicature at Allahabad dated 29.10.2013 and the same has been filed with the Registrar of Companies on 29.11.2013 and the appointed date as per the Scheme is 1st April 2011.

As per the said scheme;

a. All the properties, investments, assets and liabilities related to Paper & Boards, Steel and Non Power Investment undertaking/divisions of GPIL are transferred and vested in the Company on a going concern basis with effect from 1.4.2011

b. The said transfer has been affected at the values appearing in the books of GPIL and recorded as such in the books of account of the Company. The value of assets over liabilities as on that date aggregates to Rs. 2722499996.00.

c. In consideration of the demerger, the Company has issued and allotted 256625940 equity shares to the shareholders of GPIL in the ratio of one equity share of face value of Re. 1/- each fully paid up in the Company for every one equity share of Re. 1/- each fully paid up held by the shareholders of GPIL ranking pari passu with the existing equity shares of the Company save and except in relation to dividends, if any, to which they may be entitled to, as and from the Appointed Date. The New Equity Shares of the Company issued on Demerger shall, subject to completion of applicable procedures, be listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and shall remain frozen in the depositories system till listing/trading permission is given by the Bombay Stock and the National Stock Exchange of India Limited. Consequent to the allotment of the new shares as per the Scheme, the Company has ceased to be the subsidiary of GPIL._

d. Excess of net assets so recorded over the amount of share capital issued amounting to Rs. 2465874056.00 is recognized in these financial statements, and as stipulated in the Scheme, is disclosed as a free reserve with the nomenclature "Business Reconstruction Reserve". _

e. As and from the Appointed Date and up to and including the Effective Date, GPPL (in relation to Paper & Boards and Steel Undertaking) and GPIL (in relation to Non Power Investment Undertaking) are deemed to have been carrying on all the business and activities on behalf of the Company and the profit for this period (Net of taxes, Deferred Tax and Minimum Alternate Tax credit) amounting to Rs. 200039100.35 is recognized in these financial statements as the profits and taxes of the Company.

NOTE 3

Financial information of Subsidiary Companies as required by order No. 47/355/2010-CL-lll dated 14th May, 2010 of the j Ministry of Corporate Affairs, Government of India, issued under section 212 (8) of the Companies Act, 1986 for the financial j year 2013-14 are separately enclosed.

1. The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary.

2. The figures of current year incorporate the transactions specified in the scheme of arrangement as explained in Note no. 34 supra, which has vested with the company, and are therefore not compareable with those of the previous year.

 
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