Mar 31, 2018
Note No.1 -Notes on Transition to Ind AS :
These financial statements are prepared in accordance with Ind AS. For years up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with Indian GAAP (i.e. Previous GAAP).
Accordingly, the Company has prepared financial statements which comply with Ind AS for periods ending on March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017. In preparing these financial statements, the Company''s opening balance sheet was prepared as at April 1, 2016, the Company''s date of transition to Ind AS.
(A) Reconciliation between previous GAAP and Ind AS:
Effect of Ind AS adoption on equity as at March 31, 2017 and April 1, 2016
1) During the year ended 31 March 2017, the Company has carried out the valuation of Plant & Machinery and land and building having a gross block of Rs.31,436.63 lacs (WDV 21,266.17 lacs) and valued at Rs.17,923.25 lacs thereby, resulting into net impairment loss of Rs.3,342.92 lacs which has been transferred to Profit and Loss account.
1) It includes share capital of Rs. 5255.57 as at 31 March 2017 and 1 April 2016
2) Due to retrospective adjustment of depreciation based on estimated useful life as on 1st April, 2016 increase by Rs. 96 lacs which have been provided as additional depreciation to TPE and in the year 2016-17 Rs. 103 lacs increase.
3) This pertains to recognition of deferred tax on retrospective adjusment of depreciation.
4) The company has valued the assets of the company as on 31st March, 2018 as a result there is an upward valuation of Land & Building and Plant & Machinery of Rs. 6572.30 lacs (Net).
5) TPE plant of the Company is not operational, hence no depreciation has been provided on the building of TPE.
6) During the year company has sold the MIDC (Mumbai) Land & Building and the profit arising out of the sale is transferred to profit and loss for the year.
7) Depreciation for the current year on building includes depreciation on revaluation of Rs. 173.69 lacs which have been transferred to Retained earnings.
(a) 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. 562.67 (562.67) lacs outstanding for more than six months are under arbitration proceedings which is pending, however the company is envisaging the recovery of the amount.
8.1 Calls in arrears include unpaid allotment money related to Debentures which have been converted on its due date 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 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.
8.2 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.
Nature and Purpose of Other Equity
Capital reserve:
Accumulated capital surplus not available for distribution of dividend and expected to remain invested permanently.
Securities premium reserve:
The unutilized accumulated excess of issue price over face value on issue of shares. This reserve is utilised in accordance with the provisions of the Act.
Debenture redemption reserve:
The Company is required to create a debenture redemption reserve out of the profits prior to the redemption of debentures. Since the debentures have been redeemed by way of an OTS, no debenture redemption reserve is required and the balance has been transferred to Profit & Loss Account.
(A) Loans of Rs. 305.75 lacs taken from Non-Banking Financial Company against purchase of specific assets on hire purchase/lease are secured against those assets.
(B)During the year the company has repaid Rs. 1065.00 lacs to the strategic Investors M/s Seftech Phosphate Private Limited against Unsecured Loans of Rs. 8170.42 lacs taken for OTS purpose. However the balance of Seftech India Private Limited has been fully paid.
(a) Sales Tax Deferment of Rs. 182.10 lacs which belongs to Mathura Workshop is subject to assessment to be carried out by the Sales Tax Department is in pursuance to the direction of Hon''ble Allahabad High Court.
(b) No Interest has been provided on the Sales Tax deferment, Unsecured loan, Hire Purchase/Lease Finance since the matter are under finalisation and under litigation.
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.
The present value of the obligation of gratuity as at the balance sheet date under such defined plan is determined based on acturial valuation as certified by the management. The provision for year ended 31 March 2018 and 31 March 2017 is Rs. 16.96 lacs and Rs. 17.45 lacs respectively.
1. The company has revalued the assets of the company as on 31st March, 2018 as a result there is an upward valuation of Land & Building and Plant machinery of Rs. 6572.30 (Net). Further, the same has been transferred to profit and loss account to the extent of Rs. 3,342.92 lacs accounted for as revaluation reserve in the previous year and the balance surplus of Rs. 3229.38 lacs has been transferred to Profit and Loss as Other comprehensive income.
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. The said amount is not the amount of the Sales Tax collected by the company but instead is the amount of the Sales Tax exemption in term of the SICOM scheme and is therefore not payable by the company on the ground that the industrial undertaking i.e. TPE plant at Nagothane has been shut down due for reasons beyond the control of the management of the company. However, with regards to arrears of sales tax dues amounting to Rs.50.97 Lacs for the period 1995-96 to 2004-05 for which the company has filed various Appeals with Appellate Authority.
9. Expenditure in foreign currency
Expenses incurred by the Company in Foreign Exchange include Rs. 13.64 lacs (47.26 lacs) on Foreign travelling.
10. Related Party Disclosure
1. Key Managerial Personnel and Relatives
Mr.H.C. Gupta -Wholetime Director & Company Secretary
Mr. Ravindra Chaturvedi - Chief Financial Officer
Mrs.Anita M. Chaturvedi - Relative of a Director
Seftech India Pvt. Ltd.- Company in which relative of a director is a director.
Seftech Phosphate Pvt. Ltd. - Company in which relative of a director is a director.
2. The Following transactions were carried out with the related parties in ordinary course of business.
11. Segment Reporting
The Company is 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 Ind AS 33 is not given.
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.
Prior to 31 March 2016, it was unlikely to have taxable profits in near future and hence it was not considered necessary to create deferred tax liability/assets. However, after giving affect to impairment of assets and remissions of liabilities on account of OTS with lenders deferred tax liability has been created from 31 March 2016 onwards.
13. Corporate Social Responsibility
The average net profits of the Company during the last 3 financial years is negative, the Company is not mandatorily required to contribute towards Corporate Social responsibility activities during the year.
14. The figures for previous year have been regrouped/rearranged wherever necessary to make them comparable.
Mar 31, 2016
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.
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. Including the remaining dissenting lender i.e. Central Bank subscriber to 17% Series aggregating to Rs. 200 lacs. Debentures of Rs. 199.33 lacs referred to in3.1 (a) (I)above have been secured by creation of pari-passu charges oncertain 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 certain 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) all the lenders including Central Bank have ben 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. The Company has given effect of OTS to the extent of No Due Certificates received so far.
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 and have collected No Dues Certificate along with shares pledged with PICUP. However, No Dues Certificate and collection of shares pledged with IDBI, Kanpur is still pending.
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 crore along with interest on delayed period of Rs.19.25 crore has been paid to all the secured lenders including Central Bank of India in line with other lenders/debenture holders. During the year, Company has paid to Central Bank of India Rs.
2 crore on account of pool OTS along with Rs.6.98 crore on account of interest totaling to Rs. 18.01 crore, further, paid Rs. 14.54 lacs on account of delay in payment of agreed OTS amount, besides Debenture Trustee fees of Rs. 2.41 crore has also been paid. Meanwhile, BIFR vide its order dated 14.09.2015 circulated copy of DRS and fixed statutory/mandatory hearing on 26.11.2015 to hear objections / suggestions, if any. IDBI (OA) filed its objections / suggestion to the DRS on 13.01.2016. Due to non availability of member at BIFR, bench is not functional since October 2015 onward. Therefore, company filed Writ Petition before Hon''ble Delhi High Court for sanction of its scheme. High Court has issued notices to BIFR & IDBI (OA). Next date of hearing is fixed on 15.07.2016.
3. Hon''ble BIFR vide its order dated 14.09.2015 circulated copy of Draft Revival-Cum-Reverse-Merger-Scheme (DRS) and called for objections / suggestions, if any. The Board of directors of ATV & Seftech Phosphet have already approved the Scheme of amalgamation by way of Reverse Merger into ATV Projects India Ltd. with effect 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 independent 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.
4. 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 ascertainable, hence not disclosed separately.
5
As TPE Plant of the Company has not operated during the year, no depreciation on it has been provided. Had the depreciation as per Schedule 2 of the Companies Act, 2013 has been provided on TPE plant for the year, profit would have been decreased by Rs.27.00 (Rs.29.00) Lacs with the corresponding decrease in the net block of fixed assets.
6
The TPE plant of the company remained closed since 1999 and due to closure and passage of time heavy corrosion has happened hence, after due consultation with expert of the same field, it has been decided to discard miscallenous fixed assets which has now became almost scrap. Therefore, during the year the management has discarded miscallneous fixed assets from the gross block amounting to Rs.1233.81 lacs and the loss on account of this Rs.711.45 lacs has been transferred to profit and loss account of the year.
7
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.
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 the debtors accounts, any adjustment, necessary due to reconciliation / arbitration will be made as and when those are completed.
9 Related Party Disclosure
1a. Key Managerial Personnel and Relatives
1) Mr.H.C. Gupta -Wholetime Director & Company Secretary
2) Mr. Ravindra Chaturvedi - Chief Financial Officer
3) Mrs.Anita M. Chaturvedi - Relative of a Director
1b. Seftech India Pvt. Ltd.- Company in which relative of a director is director
2. The Following transactions were carried out with the related parties in ordinary course of business:.
10. The Company has received certain demand from Ahmadabad 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.
11 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.
12 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.
13 Expenditure in Foreign Currency
Expenses incurred by the Company in Foreign Exchange include Rs. 18.73.lacs (17.71 lacs) on Foreign travelling.
14 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.
15 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.
16 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.
17 The figures of previous year have been regrouped, / rearranged wherever necessary to make them comparable.
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 2ð" 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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