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Notes to Accounts of Shree Pushkar Chemicals & Fertilisers Ltd.

Mar 31, 2016

NOTE 1 : SHARE CAPITAL

(a) Terms / rights attached to equity shares:

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity share holders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their share holding.

As per the records of the Company, including its register of the members and other declarations received from the shareholders regarding beneficial interest, the above shareholding represent both legal and beneficial ownerships of shares.

(d) The Company completed its Initial Public Offering (IPO) pursuant to which 1,07,69,200 equity shares of the Company of Rs.10 each were allotted at a price of Rs. 65 per equity share consisting of a fresh issue of 87,42,611 equity shares and an offer for sale of 20,26,589 equity shares. The equity shares of the Company were listed on The National Stock Exchange of India Limited and BSE Limited on September 10, 2015._

(a) Nature of security and terms of repayment for Secured Borrowings :

Nature of Security Terms of Repayment

Rupee Term loan from State Bank of India amounting to Rs. 2 Lacs The Principal is repayable in monthly

(March 31, 2015: Rs. 22 Lacs) secured by way of Equitable mortgage of installments of Rs. 2.00 Lacs each. The Factory Land & Building situated at MIDC, Lote Parshuram, Taluka Khed, term loan carry interest rate @ Base Rate District Ratnagiri, Maharashtra standing in the name of the Company and 3.60%.

Hypothecation charge on Plant & Machinery and other movable assets situated at above plants.

-Personal guarantee of Mr. Punit Makharia and Mr. Gautam Makharia

(Promoter Directors of the Company)__

Rupee Term Loan from ICICI Bank amounting to Rs. 8.68 lacs (March 31, Repayable in 47 monthly installments, Rate 2015 : Rs. 24.65 lacs) secured by the vehicles purchased from the loan of interest 11.25% p.a.

proceedings.__

Rupee Term Loan from HDFC Limited Bank amounting to Rs. Nil (March Repayable in 36 monthly installments, Rate 31, 2015 : Rs.0.47 lacs) secured by the vehicles purchased from the loan of interest 11% p.a.

proceedings.__

Rupee Term Loan from HDFC Bank Limited amounting to Rs. 0.29 lacs Repayable in 36 monthly instalments, Rate (March 31, 2015 : Rs.1.90 lacs) secured by the vehicles purchased from of interest 10.50% p.a.

the loan proceedings.__

Rupee Term Loan from Reliance Capital Limited amounting to Rs. Nil Repayable in 35 monthly instalments, Rate (March 31, 2015 : Rs.2.24 lacs) secured by the vehicles purchased from of interest 12.53% p.a.

the loan proceedings.__

Rupee Term Loan from Kotak Mahindra Prime Limited amounting to Rs. Nil Repayable in 35 monthly installments, Rate (March 31, 2015 : Rs.1.44 lacs) secured by the vehicles purchased from of interest 11.64% p.a.

the loan proceedings.__

Rupee Term Loan from Volkswagen Finance Private Limited amounting Repayable in 36 monthly installments, Rate to Rs.6.67 lacs (March 31, 2015 : Rs.14.05 lacs) secured by the vehicles of interest 10.43% p.a.

purchased from the loan proceedings.__

Notes:

1) Working capital loans from State Bank of India Rs. 1,042.78 Lakh (March 31, 2015: Rs. 1,005.06 Lakh) carries interest rate

@ 10.80% p.a. and are secured as under:

a) Primary Security:

i) Hypothecation of the entire current assets of the company on paripassu basis with SBT and IDBI Bank.

b) Collateral Security:

i) Equitable mortgage of Factory Land and Building and the asset thereon, both present and future, located at B-97, MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri

ii) Equitable mortgage by way of second pari-passu (with SBT & IDBI Bank) on Land & Building of the company located at B-102 located at MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri, Maharashtra, standing in the name of company.

iii) Equitable mortgage by way of second pari-passu (with SBT & IDBI Bank) on Land & Building of the company located at B-103 located at MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri, Maharashtra, standing in the name of company.

iv) Equitable mortgage by way of second pari-passu (with SBT & IDBI Bank) on Land & Building of the company located at D-25 located at MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri, Maharashtra, standing in the name of company.

v) Equitable mortgage on B-97(admeasuring 11951 sq mtrs.) located at MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri, Maharashtra, standing in the name of company on first pari passu basis with SBT and IDBI Bank.

2) Working capital loans from IDBI Bank Limited Rs. 690.67 Lakh (March 31, 2015: Rs. 1,303.65 Lakh) carries interest rate @

11.80% p.a. and are secured as under:

a) Primary Security:

i) Hypothecation of the entire current assets of the company on paripassu basis with SBT and IDBI Bank.

b) Collateral Security:

i) Equitable mortgage by way of second parri-passu charge(with SBT and SBI) on Land and Building of the company located at B-102 at MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri, standing in the name of company.

ii) Equitable mortgage by way of second parri-passu charge(with SBT and SBI) on Land and Building of the company located at B-103 at MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri, standing in the name of company.

iii) Equitable mortgage by way of second parri-passu charge(with SBT and SBI) on Land and Building of the company located at D-25 at MIDc, Lote Parshuram, Taluka Khed, District Ratnagiri, standing in the name of company.

iv) Hypothecation charge on Plant & Machinery on second pari-passu basis (with SBT & SBI Bank) of the company located at B-102, B-103 and D-25 located at MIDC, Lote Parshuram, Taluka Khed, District Ratnagiri, Maharashtra.

3) Working capital loans from State bank of Travankore Rs. 0.002 Lakh (March 31, 2015: Rs. 130.76 Lakh) carries interest rate @ 11.80% p.a. and are secured as under:

a) Primary Security:

Hypothecation of the entire current assets of the company on paripassu basis with SBI and IDBI Bank.

Note :

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding as at March 31,2016. This information has been determined on the basis of information available with the Company.

NOTE 2 : RELATED PARTY TRANSACTIONS

a. Details of Related Parties

Description of Relationship Names of Related Parties

Key Management Personnel (KMP) and their Mr. Punit Makharia - Chairman & Managing Director relatives Mr. Gautam Makharia - Joint Managing Director

Mr. Ratan Jha - Chief Financial Officer Mr. Kishan Bhargav - Company Secretary Mrs. Ranjana Makharia - Wife of M.D Mrs. Aradhana Makharia - Wife of J.M.D Bhanu Makharia - Mother of M.D/J.M.D

Company in which KMP / Relatives of KMP can exercise - significant influence

Notes:

1) The list of related parties above has been limited to entities with which transactions have taken place during the year.

2) Related party transactions have been disclosed till the time the relationship existed.

NOTE 3 : OPERATING LEASE TRANSACTIONS Where the Company is a lessee:

The Company has taken Office Buildings & Godown under operating lease as per the requirement. The aggregate rental expenses for the year are Rs. 4,86,672 (2014-15: Rs. 11,05,213).

NOTE 4 : EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY

(a) Gross amount required to be spent by the Company during the year - Rs. 24.21 Lacs

NOTE 5 : CURRENT ASSETS AND LOANS AND ADVANCES

In the opinion of the Board, all the assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated. The Provision of all known liabilities is adequate and not in excess of the amount reasonably necessary.

NOTE 6 : INITIAL PUBLIC OFFERING

During the year, the Company has made an Initial Public Offer (IPO) for 1,07,69,200 equity shares of Rs.10 each, comprising of 87,42,611 fresh issue of equity shares by the Company and 20,26,589 equity shares offered for sale by selling shareholders [India Enterprise Development Fund ("IEDF")]. The equity shares were issued at a price of Rs. 65 per equity share (including premium of Rs. 55 per share). Out of the total proceeds from the IPO of Rs. 7,000.00 Lacs, the Company''s share is Rs. 5,682.70 Lacs from the fresh issue of 87,42,611 equity shares. The total expenses in connection with the IPO amount of Rs. 551.43 Lacs, being the IPO expenses, is adjusted against the securities premium account. Further the Company has allotted 7,69,235 equity shares as Pre-IPO allotment at a price of Rs. 65 per equity share (including premium of Rs. 55 per share). Proceeds from this Pre-IPO allotment will also be utilized as mentioned in the Prospectus for IPO dated August 29, 2015.

Fresh equity shares were allotted by the Company on September 5, 2015 and these shares rank pari-passu with the existing shares. The equity shares of the Company were listed on The National Stock Exchange of India Limited and BSE Limited on September 10, 2015.

NOTE 7: TRADE RECEIVABLES AND TRADE PAYABLES

The balances in case of trade receivable, trade payable and loans and advances shown as per books of accounts, are subject to reconciliation and adjustment, if any.

NOTE 8 :In the past, the Company has provided a corporate guarantee for Rs. 511.00 Lacs towards housing loans availed by Mrs. Bhanu Makharia, mother of Mr. Punit Makharia, a director of the Company from Citibank N.A, which has been secured by way of a corporate guarantee provided by our Company, other than the primary security. Providing such corporate guarantee is a violation of provisions of the Section 295 of the Companies Act, 1956. The balance of such loans as at March 31, 2016 is Rs. 181.73 Lacs. Mrs. Bhanu Makharia is regularly paying the loans as per the EMI schedule and till now there is no any default in repayment of such loans. As per the information available, the market value of the assets so financed is more than the value of the corporate guarantee, therefore, in the opinion of the Management, the terms and conditions thereof are not prejudicial to the interest of the Company.

NOTE 9 : SEGMENT INFORMATION

Considering the nature of business and integrated manufacturing process of the Company, the Company considers its products under one segment only i.e. Chemicals & Fertilizers. Accordingly, Segment Reporting in accordance with Accounting Standard - 17 "Segment Reporting" issued by the Institute of Chartered Accountants of India and adopted by Companies (Accounting Standard) Rules, 2006 is not applicable to the Company.

NOTE 10 : PREVIOUS YEAR FIGURES

The Company has re-grouped, re-classified, recanted and/or re-arranged figures for previous year, wherever required to confirm with current year''s classification.


Mar 31, 2015

The company has no information as to whether any of its suppliers constitute Micro, Small or Medium Enterprises and therefore, the claims for suppliers and other related details as per the provisions of Micro, Small or Medium Enterprises Development Act, 2006 could not be ascertained. This has been relied by the auditors upon certificate by the management.

1. In the opinion of the Management, the Current Assets, Loans & Advances are approximately of the value stated and are realizable in the ordinary course of business. The provisions for all known liabilities are adequate.

2. There is no system of sending yearly confirmation letters in respect of balances reflected in respect of all significant Account under Trade Receivables, Trade Payable, Advance from Customers and Loans & Advances. Therefore, the balances under these heads have been shown as per books of accounts and are subject to reconciliation and adjustment, if any.

3. The Company has re-grouped, re-classified, recanted and/or re-arranged figures for previous year, wherever required to confirm with current year's classification.

4. Contingent Liabilities not provided for in books of accounts:

a. Corporate Guarantee of Rs, 171 (Previous Year Rs, 511 Lacs) give by company against housing loan taken by the relative of promoter director of the company.

b. Bank Guarantee amounting to Rs, 534.79 Lacs (previous year Rs, 259.45 Lacs) to suppliers of goods, services and electricity board.

5. The Company has adopted Accounting Standard - 15 (Revised 2005) for accounting of Employee Benefits and accordingly, the Company has classified various benefits provided to employee as under:

a. Defined Contribution Plans

The company has recognized the amounts of contribution to provident and other funds amounting to Rs, 1.67 Lacs (previous year Rs, 1.44 Lacs) in Profit & Loss account for the Period ended 31st March, 2015.

b. Defined Benefit Plans

The Company has provided Contribution to Gratuity Fund underfunded Scheme.

Expenses recognized in Profit & Loss account for the year ended 31/03/2015

6.Related Party disclosure

The names of the related parties, key management personnel, the nature of their transactions and their values are given herein below

A. List of Related Parties & their relationship

Punlt Makharla Chairman & Managing Director

Gautam Makharia Joint Managing Director

Ranjana Makharia Wife of M.D Relative of the Director

Aradhana Makharia Wife of J.M.D Relative of the Director

Bhanu Makhria Mother of M.D/J.M.D Relative of the Director

7. Segmental Information

Considering the nature of business and integrated manufacturing process of the Company, the Company considers its products under one segment only i.e. Chemicals & Fertilizers. Accordingly, Segment Reporting in accordance with Accounting Standard -17 "Segment Reporting" issued by the Institute of Chartered Accountants of India and adopted by Companies (Accounting Standard) Rules, 2006 is not applicable to the Company.


Mar 31, 2013

1. In the opinion of the Management, the Current Assets, Loans & Advances are approximately of the value stated and are realizable in the ordinary course of business. The provisions for all known liabilities are adequate.

2. Confirmation letters have been sent in respect of all significant balances reflected under Trade Receivables, Trade Payables, Advance from Customers and Loans & Advances. Since most of such parties did not respond to confirmation requests, the balances under these heads have been shown as per books of accounts and are subject to reconciliation and adjustment, if any.

3. As at 31 March 2012, the Company had received an amount of Rs, 195 Lacs towards Share Application Money for issuing Equity shares of the Company. The same has been refunded during the year.

4. The Company has re-group, re-classified and/or re-arranged figures for previous year, wherever required to confirm with current year's classification.

5. Contingent Liabilities not provided for in books of accounts:

a. Corporate Guarantee aggregating to Rs, 511 Lacs (previous year Rs, 511 Lacs) given by the Company against housing loans taken by the relative of promoter-directors of the Company

b. Bank Guarantee amounting to Rs, 259.45 Lacs (previous year Rs, 301.01 Lacs) to suppliers of goods and electricity board.

6. The Company has adopted the Accounting Standard - 15 (Revised 2005) for accounting of Employee Benefits and accordingly, the Company has classified various benefits provided to employee as under:

a. Defined Contribution Plans

The company has recognized the amounts of contribution to provident and other funds amounting to Rs, 1.44 Lacs (previous year Rs, 2.07 Lacs) in Profit & Loss account for the year ended 31st March, 2013. b. Defined Benefit Plans

The Company has provided Contribution to Gratuity Fund under funded Scheme.

7. Related Party Disclosures

The names of the related parties, key management personnel, the nature of their transactions and their values are given herein below:

A. List of Related Parties & their relationship

Punit Makharia Chairman & Managing Director

Gautam Makharia Joint Managing Director

Ranjana Makharia Relative of the Director

Aradhana Makharia Relative of the Director

Bhanu Makharia Relative of the Director

8. Segmental Information Considering the nature of business and integrated manufacturing process of the Company, the Company considers its products under one segment only i.e. Chemicals & Fertilizers. Accordingly, Segment Reporting in accordance with Accounting Standard - 17 "Segment Reporting" issued by the Institute of Chartered Accountants of India and adopted by Companies (Accounting Standard) Rules, 2006 is not applicable to the Company.


Mar 31, 2012

I. In the opinion of the Management, the Current Assets, Loans & Advances are approximately of the value stated and are realizable in the ordinary course of business. The provisions for all known liabilities are adequate.

ii. Confirmation letters have been sent by the Company in respect of balances reflected under Sundry Debtors, Sundry Creditors and Loans and Advances. In view of confirmations having been received from only some of the parties, the balance under these heads have been shown as per books of accounts and are subject to reconciliation and adjustment, if any.

iii. As at 31 March 2012, the Company has received an amount of Rs.195 Lacs towards Share Application Money for issuing preference shares of the Company (As at 31 March, 2011 Rs. 195 Lakhs). The Company is required to complete the allotment formalities by March - 2013. Presently the Company does not have sufficient authorized capital to cover the allotment of these shares.

iv. Contingent liabilities not provided for in books of accounts.

1. Corporate Guarantee aggregating to Rs. 511 Lacs (P.Y. Rs.511 Lacs) against housing loans taken by the Directors of the company.

2. Bank Guarantee of Rs. 301.01 Lacs (.P.Y. Rs.49.50 Lacs) to suppliers of goods and electricity board.

3. Disputed tax liabilities :-

v. Estimated Cost of Expansion is Rs. 10.95 Crores out of which 2.91 Crores is in WIP in 2011-12

vi. The company has no information as to whether any of its suppliers constitutes Micro, Small or Medium Enterprises and therefore, the claims for suppliers and other related data as per the requirement of Micro, Small or Medium Enterprises Development Act 2006 could not be ascertained.

vii. The company adopted the Accounting Standard (AS-15) (Revised 2005) "Employee Benefits", the company has classified the various benefits provided to employee as under;

a) Defined Contribution Plans:

The company has recognized the amounts of provided fund of Rs.1.97 Lacs (P.Y.Rs.1.89 Lacs) in Profit & Loss account for the year ended 31st March, 2012

b) Defined Benefit Plans:

The company has provided contribution to gratuity Fund (Funded Scheme).

viii. The financial statements for the year ended 31.03.2011 had been prepared as per the then applicable, pre revised schedule VI of the companies Act, 1956. Consequent to the notification of revised schedule VI under the companies Act, 1956, the financial statements for the year ended 31st March 2012 are prepared as per revised schedule VI. Accordingly, the previous year figures have also been re-classified to confirm to this year

ix. Related party Disclosures:

The names of the related parties, key management personal, the nature of their

transactions and their values are given herein below:

a) Key Managerial Personals

Name of related parties Nature of relationship

Punit Makharia Chairman & Managing Director

Gautam Makharia Joint Managing Director

Ranjana Makharia Relative of the Director

Aradhana Makharia Relative of the Director

Bhanu MaKharia Relative of the Director

classification. The adoption of revised schedule VI for the previous year figures does not impact recognition & measurement principles followed for preparation of the financial statements. vi. Previous Year Figures have been audited by a firm other than K C P L & Associates.


Mar 31, 2011

1) In the opinion of directors provisions for all known liabilities have been made in the accounts.

2) Loan & advances, sundry debtors, sundry creditors and other liabilities are subject to confirmation and reconciliation. The balances are therefore as per the books of accounts.

3) Contingent liabilities not provided for in books of accounts.

1. Corporate Guarantee aggregating to Rs. 511 Lacs (P.Y. Rs.NIL Lacs) against housing loans taken by the Directors of the company.

2. Bank Guarantee of Rs. 49.50 Lacs (.P.Y. Rs,49.50 Lacs).

4) The company has no information as to whether any of its suppliers constitutes Micro, Small or Medium Enterprises and therefore, the claims for suppliers and other related data as per the requirement of Micro, Small or Medium Enterprises Development Act 2006 could not be ascertained.

5) The company adopted the Accounting Standard (AS-15) (Revised 2005) "Employee Benefits", the company has classified the various benefits provided to employee as under;

a) Defined Contribution Plans:

The company has recognised the amounts of Provided fund of Rs.1.89 Lacs (P.Y.Rs.1.48 Lacs) in Profit & Loss account for the year ended 31st March,2011

b) Defined Benefit Plans:

The company has provided contribution to gratuity Fund (Funded Scheme).

6) Related party Disclosures:

The names of the related parties, key management personal, the nature of their transactions and their values are given herein below: a) Key Managerial Personals

Name of related parties Nature of relationship

Punit Makharia Chairman & Managing Director

Gautam Makharia Director

Ranjana Makharia Relative of the Director

Aradhana Makharia Relative of the Director

Bhanu MaKharia Relative of the Director

7) Previous year's figures have been regrouped, rearranged and reclassified whenever necessary.

8) The additional information pursuant to paragraph 3,4 ( C) and (D) of part II of schedule VI to the companies Act, 1956.have given to the extent of applicable.

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