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Notes to Accounts of Nutraplus India Ltd.

Mar 31, 2015

1. Details of unutilised amounts out of issue of securities made for specific purpose

In the current year, Equity Share Application & share warrant application money is received and is kept in the separate bank account.

2. Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties.

3. The debit and credit balances in the accounts of contractors, suppliers and debtors are subject to on receipt of confirmation and reconciliation.

4. In the opinion of the Board and to the best of their knowledge and belief, the value of realisation of current assets, loans & advances, in the ordinary course of business would not be less than amount at which they are stated in the Balance sheet

5. DISCLOSURE IN ANNUAL REPORT REGARDING PARTICULARS OF COST AUDITOR

Pursuant to section 148 of Companies Act 2013 & section 233B of the erstwhile Companies Act, 1956, the company is required to carry out an audit of cost record relating to manufacturing activities of bulk drug & API products covered under Pharmaceutical Industry in terms of Central Government Order dated 2nd May, 2011 every year. The company appointed M/S Gaurang Dalal, Cost Accountants, of Mumbai as a Cost Auditors, with due approval of the Central Government, to audit the cost accounts of the Company for the financial year ending on 31st march, 2012, 31st March, 2013 and 31st March 2014.The particulars are as follows: Cost Auditor's audit report for the Financial Year 2011 - 12, 2012-13, 2013-14 is yet to be filed and the said report for financial year 2014-15 is under process.

The Company was on verge of finaling the cost audit report for financial year 2011-12 onwards, however the documents, data & related information necessary for finalising the Cost audit were destroyed by fire. The Company could not complete the cost audit on account of fire incedent.

On 3rd August' 2014, fire occurred at N 92 plant at Tarapore, Boisar, Dist: Thane. The extraordinary items referred in the profit & loss account reflect the the loss by fire net of claim receivable account. The Capital loss is for Rs. 19,56,24,933/=, inventory loss for Rs. 8,50,23,646, reversal of excise duty on account of remission for Rs. 61,87,893/= and other incidental expenses for Rs. 27,06,386 aggregating to Rs. 28,95,43,058/=. The Company has estimated insurance claim receivable from insurance Company for Rs. 25,81,53,000/= Accordingly, the net loss is recognised for Rs. 3,13,90,058/= under extra ordinary items. The Company has filed the claim with surveyor at the instruction of insurance Company and the matter is under process. The surveyor is in the process of measuring the claim, as the said losses are reported as per Company's estimate. To refrain the impact of production & sales loss that would have had surely been casted on the future months on production & sales, the management of the Company took the immediate corrective steps by implementation of expansion project within three months & tieing up the with the job work. The Company could retrieve the normal operation after three months of fire incidents.

6.Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2013

1 Corporate information

The Company is presently manufacturing bulk drug products and their intermediates, human Active Pharma ingredients (API) products. In the current year, the Company has achieved the manufacturing sale of Rs. 41,11.29,628/= and by way of job process activities of manufacturing various API of reputed Companies for Rs. 2,09,88,215/=. The manufacturing facilities are located at MIDC, Tarapore, District, Thane and all other activities are carried on from the Registred office located at Mumbai.

2.1 Employee benefit:

I. Gratuities liabilities are worked out as per own estimates. The actuary valuer is yet to I be appointed and accordingly Company will fund the defined contribution plan. Since the Company has 15 employees, the amount is not material.

ii. The provident fund Rules are not applicable to the Company, as the Company employs the contracted laour for production and the contractor is deducting the dues as per provident fund rules

The Companies own staff is outside the limit set out by the Provident fund Rules. iii.The employee state insurance scheme does not apply to the employee''s of the Company during the year.

2.2 Accounting Standard 14: Accounting for Amalgamation

a. The Company has acquired its 100% subsidiary vz. Dynamic Metals Powder Private Limited. The said subsidiary Company is taken over with all assets & liabilities at their book value. No fresh capital is issued on account of merger, as Company is 100% subsidiary. The object for taking over of the Company is on account of industrial plot situated in same vicinity and similar line of activity can be carried out for taking up the further expansion of the parent Company by saving the administrative cost and better control.

b. The Company is merged on the basis of Hon''able High Court, Mumbai Order dated 3rd May''2013. The appointed date is from 1 st April" 2012.

c. The account is merged with the Company and as per the guideline of Accounting Standard 14 relating to Accounting for Amalgamation. All the assets and liabilities is booked in the Company''s account and the investment in subsidiary account and common balances are eliminated. The good will is created out of the merger and it is arrived for Rs. 1,64,19,842/=. It will be amortised for the period of five years as contemplated in AS 14.

d. The variance in the policy are worked out and the uniformity with the parent Company''s is effected and recognised in the books of account for details referto Note 10.2 of fixed assets.

3.1 Details of unutilised amounts out of issue of securities made for specific purpose

In the current year, share warrant application money is received and is kept in the bank account.

3.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Amounts dues to Micro and Sfyriall Enterprises are not available. However, no amount is paid as interest for the late payments, which are exceeding for Rs. 1,00,000/= & overdue.

3.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties.

3.4 The debit and credit balances in the accounts of contractors, suppliers and debtors are subject to confirmation and reconciliation.

3.5 In the opinion of the Board and to the best of their knowledge and belief, the value of realisation of current assets, loans & advances, in the ordinary course of business would not be less than amount at which they are stated in the Balance sheet

3.6 DISCLOSURE IN ANNUAL REPORT REGARDING PARTICULARS OF COST AUDITOR

Pursuantto section 233B of the companies Act, 1956, the company is required to carry out an audit of cost record relating to manufacturing activities of bulk drug & API products covered under Pharmaceutical Industry in terms of Central Government Order dated 2nd May, 2011 every year. The company appointed M/SGaurang Dalai, CostAccountants, of Mumbai as a Cost Auditors, with due approval of the Central Government, to audit the cost accounts of the Company for the financial year ending on 31 st march, 2012 and 31 st March, 2013.The particulars are as follows: Cost Auditor''s audit reportfor the Financial Year 2011-12, which was due tobe filed with the Ministry of Corporate Affairs on 28th February''2013 is yet to be filed and the said report for financial year 2012-13 is under process.

3.7 Previous year''s figures have been regrouped / reclassified wherever necessaryto correspond with the current year''s classification/disclosure. On account of merging of 100% Subsiadiary from appointed date IstApril''2012, the consolidation sttement is not requiredtobe presented and the financial statements are''shown as stanalone basis.


Mar 31, 2012

Note:

1.1 In the financial year 2009-10, the Company had issued 320000 (Three Lakh Twenty Thousand) Equity Shares of Rs. 10/= each fully paid, to the promoter's group on preferential basis under Section 81(1 A) of the Companies Act' 1956. The said shares are in lock-in-period up to 24th March'2013.

Note:

1.a.i Term loan is availed from the bank is secured against the equitable mortgage of office premises, factory land , factory building , plant & machinery. It is also secured against the personal guarantee of one director and Corporate guarantee of group concern. The term loan is repayable in 60 instalments @ the rate of 14% per annum interest or PLR of the bank, whiever is higher.

1.a.ii Unsecured term loan from five NBFC is availed during the current year and will be repayable in 36 instalments. The said loan is availed for capital projects at the rate of 9.5% to 10.5% flat rate of interest. Vehicle loan is availed for 36 instalments at the rate of 11.64% per annum interest and is secured against hypothecation of vehicle.

1.a.iii Loans availed from the above referred related party were taken for the long term working capital requirements. The loan from Gita Naik is interest free and the ICD loan are taken at 12% per annum interest rate, which is not prejudicial to the interest of the Company. The said loans are payable for more than one year period and it is without any specific stipulation.

(i) Salaries and wages include: Salaries, wages, bonus, compensated absences and all other amounts payable to employees in respect of services rendered as per their employment terms under a contract of service / employment.

(ii) The employee's provident fund Rules are not applicable to the Company, as the Company employs the contracted labour for production and the contractor is deducting the dues as per provident fund rules. The Companies own staff is outside the limit set out by the provident fund Rules.

(iii) The gratuities is applicable for the first time as previously the number of employees were outside the permissible limit. The said provision is reckoned from the date of joining to year end. Out of the said provision of Rs. 17,35,0000/-, Rs. 16,27,670/= is pertaining to earlier years. However it is not reported under prior period, as it is recognised first time.

2 Corporate information

The Company is presently manufacturing bulk drug products and their intermediates, human Active Pharma ingredients (API) products. In the current year, the Company has achieved the manufacturing sale of Rs. 46,45,77,249/= and by way of job process activities of manufacturing various API of reputed Companies for Rs. 1,65,74,868/=. The manufacturing facilities are located at MIDC, Tarapur, District, Thane and all other activities are carried on from the Registered office located at Mumbai.

2.1 Employee benefit:

i. Gratuities liabilities are worked out as per own estimates. This being the first year, the Company is in process of complying the gratuities Act. The actuary valuer will be appointed and accordingly Company will fund the defined contribution plan. Since the Company has 13 employees, the amount is not material.

ii. The provident fund Rules are not applicable to the Company, as the Company employs the contracted labour for production and the contractor is deducting the dues as per provident fund rules. The Companies own staff is outside the limit set out by the Provident fund Rules.

iii. The employee state insurance scheme does not apply to the employee's of the Company during the year.

Note:

During the year the Company has availed the fresh term loan from bank and NBFC for financing the capital projects. The interest during construction period are capitalised during the year includes, building Rs. 50,535/=(Previous Year Rs. 2,32,312), for plant & machinery Rs. 29,39,728/=(Previous year Rs. 773200/=) and processing charges to plant & machinery for Rs. 4,14,986/=. The said interest was initially capitalised to capital work in progress, subsequently, the transferred to particular asset on the date of commission or put to use.

2.2 Related party transactions

2.3 Details of unutilised amounts out of issue of securities made for specific purpose

In the current year, pending number of share warrant has been converted into equity share. It was utilised for the expansion projects and there are no unutilised amount pending against the proceeds of the said share warrant.

2.4 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Amounts dues to Micro and Small Enterprises are not available. However, no amount is paid as interest for the late payments, which are exceeding for Rs. 1,00,000/= & overdue.

3.1 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

There are no loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties.

3.2 The debit and credit balances in the accounts of contractors, suppliers and debtors are subject to confirmation and reconciliation.

3.3 In the opinion of the Board and to the best of their knowledge and belief, the value of realisation of current assets, loans & advances, in the ordinary course of business would not be less than amount at which they are stated in the Balance sheet

3.4 The Company operates only in one segment viz, Bulk drugs and their intermediate products, hence there are no other reportable segments as per the Accounting Standard 17.

3.5 The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2010

1. Contingent Liabilities not provided for

(Amount in Rs.)

As at As at 31.03.2010 31.03.2009

a. Pending claim from Commissioner of Workmen Compensation Nil 2,14,000

b. Guarantee given by the bank 25,000 25,000

c. Letter of Credit outstanding Nil 16,67,700

2. (a) Remuneration to the Managing Director paid or provided in accordance with section 198 of the Companies Act, 1956.

(b) Other Directors remuneration Rs. 316050 (Previous Year Rs. 2,36,550)

3. As per normal practice the company has not made the provision for excise duty on goods not cleared and lying in the factory premises at the year-end. The amount has not been included in the valuation of the closing stock. However the said liability, if accounted for, would have no impact on the Profit of the year.

4. During the year, the Company has made Preferential Issue and allotted of 8,25,000 (Eight Lacs Twenty Five Thousand) Optionally Fully Convertible Warrants (Warrants) to the promoter group. Each warrant is convertible into 1 (One) fully paid-up Equity Share of the Company of face value of Rs. 10/= each at an exercise price of Rs. 10/= which is arrived at in accordance with Issue of Capital and Disclosure Requirements Regulations, 2009 of SEBI. The said warrant is convertible at the sole option of the holder thereof, any time before expiry of 18 moths from the date of allotment viz. 22nd March 2010. On allotment of warrants the promoters group have paid Rs. 20,62,500/= being 25% of the total consideration and balance amount will be payable at the time of the conversion of warrant into equity shares.

5. The employees provident fund Rules are not applicable to the company, as the company employs the contracted labour for production and the contractor is deducting the dues as per provident fund rules. As per the further explanation, the companies own staff is outside the limit set out by the Provident fund rules.

The employee state insurance scheme does not apply to the employees of the company during the year. Accordingly, the company does not have any Liability towards retirement benefits in respect of employees, as Company has seven employees on pay roll.

(*) Note :(1) Extraordinary profit is not considered while calculating EPS, however extraordinary losses are considered.

(2) The issue share warrant carrying potential value is not considered for EPS as it is anti-dilutive.

Note: Vet-Pharma Nitro Products Limited has given the corporate guarantee to the extent of loan outstanding in favour of The Saraswat Co-operative Bank Limited in consideration of secured loans sanctioned to the company as per details mentioned in note 10 below. Mukesh Naik, Managing Director is having current account with the Company, which includes expenses reimbursed, credit of salary & rent, advance for expenses etc. and the account is settled at regular interval. The balance as at the year end is Rs. 4,38,021 - Cr. (Previous Year Rs. 1,37,866 - Dr.)

6. A. Secured Loans:

a. Working Capital Loans:

The Company is utilising the working capital loan from The Saraswat Co-operative Bank Limited for Rs.450 lacs on hypothecation of stock and Debtors and balance at the end of the year is Rs. 389.40 Lacs.. (Accrued & Overdue interest Rs. Nil)

b. Term Loans :

(i) Term Loan from Saraswat Co-operatives Bank Limited sanctioned for 80 lacs and it is outstanding at year end for Rs. 48,08,000/- (Accrued Interest Rs. 57875/-) The said term loan is not hedged.

(ii) The term loan from Saraswat Co-operatives Bank Limited for factory building is outstanding at year end for Rs. 24,00,000/= (Accrued interest Rs. 28843/=). The fresh Term loan was sanctioned from Saraswat Co-operatives Bank Limited for Rs.16,43,600/=.

(iii) The term loan from Saraswat Co-operatives Bank Limited is outstanding at year end for Rs. 1,64,49,950/= (Accrued interest Rs. 1,97,295/=). The fresh Term loan was sanctioned from Saraswat Co-operatives Bank Limited for Rs. 1,45,73,200/=.

It is secured against the equitable mortgage of office premises, factory land & factory building, plant & machinery etc.

In addition, the company has given the personal guarantee of one director and corporate guarantee of group Company Vet-Pharma Nitro Products Limited.

7. The debit and credit balances in the accounts of contractors, suppliers and debtors are subject to confirmation and reconciliation.

8. In the opinion of the Board and to the best of their knowledge and belief, the value of realisation of Current Assets, Loans and Advances, in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.

9. The Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest payable under this Act has not been provided in the books. During the Company has not made any payments on account of interest to such creditors. Under the circumstances, the Company could not ascertain interest element of cost to be charged to profit and loss account.

10. Disclosure as per clause 32 of Listing Agreement: Company has no loans & advances in the nature of Loans given to Subsidiaries, Associate and others.

11. The Miscellaneous receipt under other income of Rs.39,594/= include Dividend Rs. 2000/=, Creditors no longer payable Rs. 11,247/=, and Discount Rs. 26,347/=

12. Prior Period Expenses is debited on account of earlier purchases of miscellaneous items for Rs. 51,366/=. The extra ordinary items represents credit of amount of Rs. 23,60,000/= due to assignment of key man insurance policy on the basis of surrender value of LIC policy to Managing Director, Mr. Mukesh Naik. The said assignment is considered as the perquisite amount being part of the Managerial remuneration.

13. Figures of previous years have been regrouped and re- arranged wherever necessary.

14. Details of Capacity, Product manufactured, Turnover, Opening and Closing stock of Finished goods (excluding job work)

Note: Previous year figure is mentioned in the bracket.

V Generic Names of Principal Products/Services of Company

(as Per monetary terms)

1. Item Code No. (ITC Code) 2912

Product Description Meta Bromo Annisole



 
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