Mar 31, 2015
The Company has only one class of share referred to as equity shares
having a par value of Rs.10/-. Each holder of equity shares is
entitled to one vote per share In the event of liquidation of the
Company, the holders of equity shares will be entitled to receive any
of the remaining assets of the Company, after distribution of all
preferential amount. The distribution will be proportionate to the
number of equity shares held by the share holders.
1.1 The company has issued Foreign Currency Convertible Bonds (FCCBs)
of the nominal value of USD 50 million, having a maturity period of 5
years. As per the terms of the offering circular issued by the company
for FCCBs the bonds carry interest on 1% payable half yearly on 12th
February & 12th August respectively each year, and the Bonds are
convertible into fully paid equity shares of the Company at any time on
or after February 27, 2008 and up to January 29, 2013, unless
previously redeemed, converted or re-purchased and cancelled.
In accordance with the offering Circular dated February 01, 2008 issued
by the Company, under condition 6 (C ) (XXIX) of the said offering
Circular with effect from February 12, 2009 the Conversion Price of the
Bond is re-set at Rs. 282.27 from Rs. 376.36. Further, during the year
2013-14, due to the stringent financial position, the Company has not
been able to discharge its interest payment obligations of Rs. 306.08
Lacs on the said Bonds, which was due for payment on 12th August 2013 &
12th February 2014.
As per the Offering Circular, in the event of non-conversion of said
Bonds into equity shares of the Company, the same shall be redeemed at
137.24 % of principal amount. The management has not made any provision
in the books of account towards any liability that may fall on the
Company, in the eventuality of redemption of the Bonds.
1.2 Foreseeing the huge developments taking place in MENA market
(Middle East, North Africa) the Company undertook huge expansion plans
and had taken up multiple projects at the same time, and signed an
agreement with CNPC''s subsidiary in China named BOMCO for 40 rigs for a
value of more than one billion US dollar, which business was to be
taken up by the wholly owned subsidiary company i.e. Petrogrema
overseas PTE. Ltd and substantial investment was made in the subsidiary
to facilitate the overseas body to setup the business of Oil rigs and
Mines. However, due to worldwide recession in the economy and
tightening of financial resources in the world market, company could
not size up funds that were required for 40 rigs which were committed
to CNPC, as a result of which payments made to CNPC as well as various
other suppliers got stuck and the monies advanced to them could not be
recovered because of financial closure and also the project could not
completed on time. The Company had signed mandates with 2 First Class
Banks and 1 top M&A firm from U.K who were not able to raise the debt
as required due to financial recession worldwide.
All the above has resulted in huge losses to its wholly owned
subsidiary company i.e. Petrogrema Overseas Pte. Ltd. resulting in
complete erosion of its Net worth. In view of the above, as a
conservative approach and in line with the accounting policy on
diminution of investment being followed by the Company, the management
decided to write off the value of investments in its subsidiary as well
as Loans by Rs. 8193.22 Lacs and Rs. 3120.92 Lacs respectively during
the financial year 2011-12.
During the financial year 2012-13 the wholly owned subsidiary company
i.e. Petrogrema Overseas Pte. Ltd has incurred heavy losses due to
written-off of various loans & advances (Rs.103.31 Crores) which could
not be recovered as per the view ofthe management and become bad due to
various reasons mentioned hereinabove.
During the financial year 2013-14 the management decided to write off
the remaining value of investments in its subsidiary as well as Loans
by Rs. 8193.22 Lacs and Rs. 3120.92 Lacs respectively with due reason
that the wholly owned subsidiary company i.e. Petrogrema Overseas Pte.
Ltd has incurred heavy losses due to written-off of various loans &
advances (Rs.103.31 Crores) in past years which could not be recovered
as per the view of the management and become bad due to various reasons
mentioned hereinabove.
1.3 The management of company has observe that part of the block of
assets (Equipments/Machineries) become obsolete due to efflux of time,
wear and tear and more so due to technological obsolescence and have
very little or scrap value. Further, the cost of operations and
maintenance of such old machines is high as such could not withstand
the competition from the similar modern machines/equipments in the
market. The gross block/value of such types of assets is approx. 26
Crores.
1.4 The accumulated loss of the Company as on 31.03.2015 is more than
100% of its net worth during the year and immediately preceding the
financial year and as such falls within the definition of "sick
industrial Company" under section 46(AA) (i) of the Companies (Second
Amendment) Act, 2002 . The Net Worth of the company had also been
eroded during the financial year 2011-12 itself resulting, the Company
had become a sick industrial company within the meaning of section
3(1)(o) of the Sick Industrial Companies (Special Provisions) Act,
1985.
The company has made a reference during the financial year 2012-13 to
the "Board for Industrial & Financial Reconstruction" under section
15(1) of Sick Industrial Companies (Special Provisions) Act 1985
however the same reference has been declined by BIFR.
1.5 There is an inquiry has been initiated by "office of Registrar
of companies (West Bengal)" for contravention of provisions of the
companies Act, 1956 however the company has filed the application
for compounding of offences under the said Act.
1.6 Contingent Liabilities :-
(i) Liability towards Corporate and Bank guarantees:-
(Rs. in Lacs)
Particulars 31.03.2015 31.03.2014
a) Contingent Liability
not Provided for
b) Bank Guarantee 29.00 29.00
c) Corporate Guarantee
(As per the sanctioned 57965.00 57965.00
Limit) given to and on
behalf of the following
Group Companies :-
1) Greenearth Resources & Pojects Ltd.
2) New saw Infraprojects Ltd.
3) SanciaInfraglobal Private Limited
(ii) Service Tax Liability:- There was an inquiry operation on 04th day
of June, 2014 conducted by DGCEI, Zonal Unit, Mumbai to ascertain facts
regarding evasion of the service tax under Central Excise Act, 1944
read with section 83 of the finance act, 1994. However the service tax
liability is not materialize.
1.7 The company does not possess information as to which of its
suppliers are ancillary industrial undertaking/small scale industrial
undertaking holding permanent registration certificates issued by the
Directorate of Industries of a state or union territory, consequently
:-
a) The total outstanding dues of small scale industrial undertaking
cannot be ascertained.
b) The names of the small scale industrial undertaking to whom the
company owed sums for more than 45 days cannot be ascertained.
1.8 Details of Managerial remuneration under section 198 of the
companies Act, 1956
Salaries and Allowances Rs. 8.63 Lacs
Sitting Fees to Non-executive Directors Rs. 0.40 Lacs
1.9 The Company has the following wholly owned Subsidiary, the details
are as under:
Petrogrema Overseas
Name of the subsidiary PTE Limited
Country of incorporation or
residence Singapore
Proportion of ownership interest 100%
The Subsidiary of the Company has incurred h eavy losses, which has
also affect the assumption of going concern of Subsidiary company.
1.10 Segment Reporting:
During the financial year 2014-15 the company was primarily engaged in
single business segment viz Rental/ Hiring of construction Equipments
/machineries and further the Company does not have any material
earnings emanating outside India, the Company is Considered to operate
only in the domestic segment .
Enterprises under the control of Key Managerial Personnel of the
company:-
a. Sancia Infraglobal Private Limited
Subsidiary Company a. Petrogrema Overseas Pte. Ltd.
1.11 Earnings per Share (EPS):
The basic earnings per share ("EPS") is computed by dividing the
Net Profit after tax for the year by the weighted average number of
equity shares. For the purpose of calculating diluted earnings per
share, Adjusted Net profit after tax for the year and the weighted
average number of shares outstanding during the year are adjusted for
the effects of all dilutive potential equity shares. However we have
not reported diluted "EPS" since the potential equity shares are
Anti-dilutive in nature.
As per AS-22 "Accounting for Taxes on Income", deferred tax assets
should be recognized and carried forward only to the extent that there
is a reasonable certainty that sufficient future taxable income will be
available against which such deferred tax assets can be realized.
The Net worth was fully eroded and the management was not expecting any
taxable income in the near future and accordingly Deferred Tax Assets
(DTA) is recognized to the extent of Deferred Tax Liability (DTL).
1.12 During the F.Y 2013-14 M/s Suryoday Allo Metal Powders Limited, a
company registered under the companies Act, 1956 and having its
Registered office at 302, B- Wing, Narayan Chamber, 555 Narayan Peth
Pune- 411030 (Maharashtra) filed a legal suit in the court at Kolkata
for winding-up the company due to defaulting of payment of
Rs. 1,04,19,948/- by M/s Sancia Global Infraprojects Limited.
1.13 The Company has defaulted in making payments to secured creditors
and also not provided for interest on the banking facilities availed
from the banks. The secured creditors had declared the account as a Non
Performing Asset (NPA) and initiated notice under Section 13(2) as per
the SARFAESI Act 2002. Further Bank of India have assigned all the
rights, title and interest in financial assistance in favour of
"Edelweiss Asset Reconstruction Company Limited (EARC)" vide letter
No. EdelARC/3985-2014 dated April 30, 2014 received from "Edelweiss
Asset Reconstruction Company Limited."
21.17 During the financial year 2011-12 the company had acquired the
assets & liabilities of its associate company i.e. M/s Sancia
Infraglobal Private Limited. However the same transaction could not
completed due to not getting the requisite approvals from the relevant
authorities and being restated.
21.18 Previous year''s figures have been re-grouped, re-classified and
rearranged wherever necessary.
Mar 31, 2014
1.1. The company has issued Foreign Currency Convertible Bonds (FCCBs)
of the nominal value of USD 50 million, having a maturity period of 5
years. As per the terms of the offering circular issued by the company
for FCCBs the bonds carry interest on 1% payable half yearly on 12th
February & 12th August respectively each year, and the Bonds are
convertible into fully paid equity shares of the Company at any time on
or after February 27, 2008 and up to January 29, 2013, unless
previously redeemed, converted or re-purchased and cancelled.
In accordance with the offering Circular dated February 01,2008 issued
by the Company, under condition 6 (C ) (XXIX) of the said offering
Circular with effect from February 12, 2009 the Conversion Price of the
Bond is re-set at Rs. 282.27 from Rs. 376.36. Further, during the year
2013-14, due to the stringent financial position, the Company has not
been able to discharge its interest payment obligations of Rs. 306.08
Lacs (P.Y. 197.28 Lacs) on the said Bonds, which was due for payment on
12th August 2013 & 12th February 2014.
As per the Offering Circular, in the event of non-conversion of said
Bonds into equity shares of the Company, the same shall be redeemed at
137.24 % of principal amount. The management has not made any provision
in the books of account towards any liability that may fall on the
Company, in the eventuality of redemption of the Bonds.
1.2. There was a search and seizure action u/s 132 of the Income Tax
Act 1961 had been conducted by the Income Tax Department as on 23rd
June, 2009 and presently the matter is pending with the Income Tax
Appellate Tribunal, Kolkata pursuant to Appeal filed by DCIT, Kolkata
under section 253 of the Income Tax Act, 1961. However the company has
not made any provision towards liability of income tax for the period
covered under the aforesaid search and seizure since the management did
not foresee any major income tax liability. Further the company has
received the notice of demand dated 08th June, 2014 under section 156
of the income tax Act, 1961 for the assessment year 2004-05, 2005-06,
2007-08, 2008-09, and 2009-10 with the demand of Rs.24982/-, 852001/-,
6,73,130/-, 59,49,227/- and 2,18,62,624/- respectively. However the
management has decided to file appeal against the said orders.
1.3. Foreseeing the huge developments taking place in MENA market
(Middle East, North Africa) the Company undertook huge expansion plans
and had taken up multiple projects at the same time, and signed an
agreement with CNPC''s subsidiary in China named bOmCo for 40 rigs for a
value of more than one billion US dollar, which business was to be
taken up by the wholly owned subsidiary company i.e. Petrogrema
overseas PTE. Ltd and substantial investment was made in the subsidiary
to facilitate the overseas body to setup the business of Oil rigs and
Mines. However, due to worldwide recession in the economy and
tightening of financial resources in the world market, company could
not size up funds that were required for 40 rigs which were committed
to CNPC, as a result of which payments made to CNPC as well as various
other suppliers got stuck and the monies advanced to them could not be
recovered because of financial closure and also the project could not
completed on time. The Company had signed mandates with 2 First Class
Banks and 1 top M&A firm from U.K who were not able to raise the debt
as required due to financial recession worldwide.
All the above has resulted in huge losses to its wholly owned
subsidiary company i.e. Petrogrema Overseas Pte. Ltd. resulting in
complete erosion of its Net worth. In view of the above, as a
conservative approach and in line with the accounting policy on
diminution of investment being followed by the Company, the management
decided to write off the value of investments in its subsidiary as well
as Loans by Rs. 8193.22 Lacs and Rs. 3120.92 Lacs respectively during
the financial year 2011-12.
During the financial year 2012-13 the wholly owned subsidiary company
i.e. Petrogrema Overseas Pte. Ltd has incurred heavy losses due to
written-off of various loans & advances (Rs.103.31 Crores) which could
not be recovered as per the view of the management and become bad due
to various reasons mentioned hereinabove.
During the current financial year 2013-14 the management decided to
write off the remaining value of investments in its subsidiary as well
as Loans by Rs. 8193.22 Lacs and Rs. 3120.92 Lacs respectively with due
reason that the wholly owned subsidiary company i.e. Petrogrema
Overseas Pte. Ltd has incurred heavy losses due to written-off of
various loans & advances (Rs.103.31 Crores) in past years which could
not be recovered as per the view of the management and become bad due
to various reasons mentioned hereinabove.
1.4. Loss for the year is inclusive of loss of Rs.1254.80 Lacs (P.Y.
396.83 Lacs) being loss on impairment of old machineries/equipments due
to efflux of time, wear and tear and more so due to technological
obsolescence, some of the machines have been rendered of no use and
have very little or scrap value. Further, the cost of operations and
maintenance of such old machines was very high as such could not
withstand the competition from the similar modern machines/equipments
in the market. The Company could not replace the said
machines/equipments due to its financial crisis. Hence to avoid high
maintenance cost of such equipment''s, the same were scraped during the
year, and impairment loss has been duly recorded as per the decision of
the management.
During the financial Year, the Company has sold some Equipment / Scrap
having gross block value of Rs.15.52 Crores and Accumulated
Depreciation of Rs. 11.20 Crores with a loss of Rs. 3.87 Crores.
1.5. During the year, the Company has written-off Rs.3340.89 Lacs
(P.Y. 75.01 Lacs) towards bad & doubtful debts, being disputed balances
with Sundry Debtors, which are under various stages of negotiations and
settlement however the management of the Company is not confident of
recovery of these Debts. Based on analysis of each account by the
management it has been decided to written off such debts.
1.6. The accumulated loss of the Company as on 31.03.2014 is more than
100% of its net worth during the year and immediately preceding the
financial year and as such falls within the definition of "sick
industrial Company" under section 46(AA) (i) of the Companies (Second
Amendment) Act, 2002.
The Net Worth of the company had also been eroded during the financial
year 2011-12 itself resulting, the Company had become a sick industrial
company within the meaning of section 3(1)(o) of the Sick Industrial
Companies (Special Provisions) Act, 1985.
The company has made a reference during the financial year 2012-13 to
the "Board for Industrial & Financial Reconstruction" under section
15(1) of Sick Industrial Companies (Special Provisions) Act 1985
however the same reference has been declined by BIFR.
1.7 There is an inquiry has been initiated by "office of Registrar
of companies (West Bengal)" for contravention of provisions of the
companies Act, 1956 however the company has filed the application for
compounding of offences under the said Act.
1.8. Contingent Liabilities
(i) Liability towards Corporate and Bank guarantees:-
Particulars 31.03.2014 31.03.2013
a) Contingent Liability not Provided for
b) Bank Guarantee 29.00 29.00
c) Corporate Guarantee (As per the 57965.00 57965.00
sanctioned Limit) given to and on
behalf of the following Group
Companies :-
1) Greenearth Resources &
Projects Ltd.
2) New saw Infraprojects Ltd.
3) SanciaInfraglobal Private
Limited
(ii) Service Tax Liability: - The inquiry/case against the service tax
liability was initiated by the "Directorate General of Central Excise
Intelligence, Ahmedabad Zonal Unit however the service tax liability is
not materialize. Further there was an inquiry operation on 4th day of
June, 2014 was conducted by the DGCEI, Zonal Unit, Mumbai to ascertain
facts regarding evasion of service tax under central excise act, 1944
read with section 83 of the finance act, 1994. However the company has
not made any provision towards liability of service tax for the period
covered under the aforesaid search and seizure since the management
does not foresee any major service tax liability
1.9. The company does not possess information as to which of its
suppliers are ancillary industrial undertaking/small scale industrial
undertaking holding permanent registration certificates issued by the
Directorate of Industries of a state or union territory, consequently
:-
a) The total outstanding dues of small scale industrial undertaking
cannot be ascertained.
b) The names of the small scale industrial undertaking to whom the
company owed sums for more than 45 days cannot be ascertained.
1.10. Details of Managerial remuneration under section 198 of the
companies Act, 1956
Salaries and Allowances Rs. Nil (P.Y. Rs. 4.80Lacs)
Sitting Fees to Non-executive Directors Rs. Nil (P.Y. Rs. 0.40 Lacs)
The Subsidiary of the Company has incurred heavy losses, which has also
affect the assumption of going concern of Subsidiary company.
1.11. Segment Reporting
During the financial year 2013-14 the company was primarily engaged in
single business segment viz Rental/ Hiring of construction Equipments
/machineries and further the Company does not have any material
earnings emanating outside India, the Company is Considered to operate
only in the domestic segment .
1.12. Related Party Disclosures :-
Key Managerial Personnel of the company:
Sr. Name of Managerial Nature of Relationship No. Personnel
1. Mr. Arun Kumar Ray Director
2. Mr. Johnny Fernandes Managing Director
3. Mr. Kishor Kumar Damani Director
4. Mr. Pradeep Sutodia Director
Enterprises under the control of Key Managerial Personnel of the
company:-
a. SanciaInfraglobal Private Limited
b. Greenearth Resources & Projects Limited
Subsidiary Company
a. Petrogrema Overseas Pte. Ltd. (Wholly owned subsidiary : Singapore)
1.13. Earnings per Share (EPS):
The basic earnings per share ("EPS") is computed by dividing the Net
Profit after tax for the year by the weighted average number of equity
shares. For the purpose of calculating diluted earnings per share,
Adjusted Net profit after tax for the year and the weighted average
number of shares outstanding during the year are adjusted for the
effects of all dilutive potential equity shares. However we have not
reported diluted "EPS" since the potential equity shares are
Anti-dilutive in nature.
As per AS-22 "Accounting for Taxes on Income", deferred tax assets
should be recognized and carried forward only to the extent that there
is a reasonable certainty that sufficient future taxable income will be
available against which such deferred tax assets can be realized.
The Net worth was fully eroded and the management was not expecting any
taxable income in the near future and accordingly Deferred Tax Assets
(DTA) is recognized to the extent of Deferred Tax Liability (DTL).
1.14. Previous year''s figures have been re-grouped, re-classified and
rearranged wherever necessary.
Mar 31, 2013
1. The company has issued Foreign Currency Convertible Bonds (FCCBs)
of the nominal value of USD 50 million, having a maturity period of 5
years. As per the terms of the offering circular issued by the company
for FCCBs the bonds carry interest on 1% payable half yearly on 12th
February & 12th August respectively each year, and the Bonds are
convertible into fully paid equity shares of the Company at any time on
or after February 27, 2008 and up to January 29, 2013, unless
previously redeemed, converted or re-purchased and cancelled.
In accordance with the offering Circular dated February 01, 2008 issued
by the Company, under condition 6 (C ) (XXIX) of the said offering
Circular with effect from February 12, 2009 the Conversion Price of the
Bond is re-set at Rs. 282.27 from Rs. 376.36. Further, during the year
2012-13, due to the stringent financial position, the Company has not
been able to discharge its interest payment obligations of Rs. 197.28
Lacs on the said Bonds, which was due for payment on 12th August 2012 &
12th February 2013.
As per the Offering Circular, in the event of non-conversion of said
Bonds into equity shares of the Company, the same shall be redeemed at
137.24 % of principal amount. The Company has defaulted in making
payment to FCCB holders which was due on February 13, 2013. Further the
management has not made any provision in the books of account towards
any liability that may fall on the Company, in the eventuality of
redemption of the Bonds.
2. There was a search and seizure action u/s 132 of the Income Tax Act
1961 had been conducted by the Income Tax Department as on 23rd June,
2009 and presently the matter is pending with the Income Tax Appellate
Tribunal, Kolkata pursuant to Appeal filed by DCIT, Kolkata under
section 253 of the Income Tax Act, 1961. However the company has not
made any provision towards liability of income tax for the period
covered under the aforesaid search and seizure since the management did
not foresee any major income tax liability.
3. Foreseeing the huge developments taking place in MENA market
(Middle East, North Africa) the Company undertook huge expansion plans
and had taken up multiple projects at the same time, and signed an
agreement with CNPC''s subsidiary in China named BOMcO for 40 rigs for a
value of more than one billion US dollar, which business was to be
taken up by the wholly owned subsidiary company i.e. Petrogrema
overseas PTE. Ltd and substantial investment was made in the subsidiary
to facilitate the overseas body to setup the business of Oil rigs and
Mines. However, due to worldwide recession in the economy and
tightening of financial resources in the world market, company could
not size up funds that were required for 40 rigs which were committed
to CNPC, as a result of which payments made to CNPC as well as various
other suppliers got stuck and the monies advanced to them could not be
recovered because of financial closure and also the project could not
completed on time. The Company had signed mandates with 2 First Class
Banks and 1 top M&A firm from U.K who were not able to raise the debt
as required due to financial recession worldwide.
All the above has resulted in huge losses to its wholly owned
subsidiary company i.e. Petrogrema Overseas Pte. Ltd. resulting in
complete erosion of its Net worth. In view of the above, as a
conservative approach and in line with the accounting policy on
diminution of investment being followed by the Company, the management
decided to write off the value of investments in its subsidiary as well
as Loans by Rs. 8193.22 Lacs and Rs. 3120.92 Lacs respectively during
the financial year 2011-12.
During the financial year 2012-13 the wholly owned subsidiary company
i.e. Petrogrema Overseas Pte. Ltd has incurred heavy losses due to
written-off of various loans & advances (Rs.103.31 Crores) which could
not be recovered as per the view of the management and become bad due
to various reasons mentioned hereinabove.
4. Loss for the year is inclusive of loss of Rs.396.83 Lacs being loss
on impairment of old machineries/equipments due to efflux of time, wear
and tear and more so due to technological obsolescence, some of the
machines have been rendered of no use and have very little or scrap
value. Further, the cost of operations and maintenance of such old
machines was very high as such could not withstand the competition from
the similar modern machines/equipments in the market. The Company could
not replace the said machines/equipments due to its financial crisis.
Hence to avoid high maintenance cost of such equipment''s, the same were
scraped during the year, and impairment loss has been duly recorded as
per the decision of the management.
5. During the year, the Company has written-off Rs.75.01 Lacs towards
bad & doubtful debts, being disputed balances with Sundry Debtors which
are outstanding for more than 1 year, which are under various stages of
negotiations and settlement however the management of the Company is
not confident of recovery of these Debts. Based on analysis of each
account by the management is has been decided to written off such
debts.
6. The accumulated loss of the Company as on 31.03.2013 is more than
100% of its net worth during the year and immediately preceding the
financial year and as such falls within the definition of "sick
industrial Company" under section 46(AA) (i) of the Companies (Second
Amendment) Act, 2002 . The Net Worth of the company had also been
eroded during the financial year 2011-12 itself resulting, the Company
had become a sick industrial company within the meaning of section
3(1)(o) of the Sick Industrial Companies (Special Provisions) Act,
1985.
The company has made a reference during the financial year 2012-13 to
the "Board for Industrial & Financial Reconstruction" under section
15(1) of Sick Industrial Companies (Special Provisions) Act 1985
however the same reference has been declined by BIFR.
7. There is an inquiry has been initiated by "office of Registrar of
companies (West Bengal)" for contravention of provisions of the
companies Act, 1956 however the company has filed the application for
compounding of offences under the said Act.
8. Contingent Liabilities :-
8(i) Liability towards Corporate and Bank guarantees:-
(Rs. in Lacs)
Particulars 31.03.2013 31.03.2012
a) Contingent Liability not
Provided for
b) Bank Guarantee 29.00 29.00
c) Corporate Guarantee (As per
the Sanctioned 57965.00 57965.00
Limit)
given to and on behalf of the
following
Group Com panies :-
1) Greenearth Resources & Projects Ltd.
2) New saw Infra projects Ltd.
3) Sancia Infraglobal Private Limited
8(ii) Service Tax Liability: - The inquiry/case against the service tax
liability was initiated by the "Directorate General of Central Excise
Intelligence, Ahmedabad Zonal Unit however the service tax liability is
not materialize.
9. The company does not possess information as to which of its
suppliers are ancillary industrial undertaking/small scale industrial
undertaking holding permanent registration certificates issued by the
Directorate of Industries of a state or union territory, consequently
:-
a) The total outstanding dues of small scale industrial undertaking
cannot be ascertained.
b) The names of the small scale industrial undertaking to whom the
company owed sums for more than 45 days cannot be ascertained.
10. Details of Managerial remuneration under section 198 of the
companies Act, 1956 Salaries and Allowances Rs.4.80 Lakhs (P.Y. Rs.
4.80 Lacs)
Sitting Fees to Non-executive Directors Rs.0.40 Lakhs (P.Y. Rs. 0.50
Lacs)
11. Segment Reporting:
During the financial year 2012-13 the company was primarily engaged in
single business segment viz Rental/ Hiring of construction Equipments
/machineries and further the Company does not have any material
earnings emanating outside India, the Company is Considered to operate
only in the domestic segment .
Enterprises under the control of Key Managerial Personnel of the
company:-
a. Sancia Infraglobal Private Limited
b. Greenearth Resources & Projects Limited
Subsidiary Company
a. Petrogrema Overseas Pte. Ltd. (Wholly owned subsidiary : Singapore)
12. Earnings per Share (EPS):
The basic earnings per share ("EPS") is computed by dividing the
Net Profit after tax for the year by the weighted average number of
equity shares. For the purpose of calculating diluted earnings per
share, Adjusted Net profit after tax for the year and the weighted
average number of shares outstanding during the year are adjusted for
the effects of all dilutive potential equity shares. However we have
not reported diluted "EPS" since the potential equity shares are
Anti-dilutive in nature.
As per AS-22 "Accounting for Taxes on Income", deferred tax assets
should be recognized and carried forward only to the extent that there
is a reasonable certainty that sufficient future taxable income will be
available against which such deferred tax assets can be realized.
During the financial year 2011-12, the Net worth was fully eroded and
the management was not expecting any taxable income in the near future
and accordingly Deferred Tax Assets (DTA) is recognized to the extent
of Deferred Tax Liability (DTL).
As the Income tax matter is pending with the Income Tax Appellate
Tribunal, Kolkata pursuant to Appeal filed by DCIT, Kolkata under
section 253 of the Income Tax Act, 1961 only the timing difference of
depreciation has been considered during the financial year 2012-13 and
deferred tax liability of Rs. 100.61 Lacs is recognized and carried
forward.
13. Previous year''s figures have been re-grouped, re-classified and
rearranged wherever necessary.
Mar 31, 2012
1. The company has issued Foreign Currency Convertible Bonds (FCCBs)
of the nominal value of USD 50 million, having a maturity period of 5
years. As per the terms of the offering circular issued by the company
for FCCBs the bonds carry interest on 1 % payable half yearly on 12th
February & 12th August respectively each year, and the Bonds are
convertible into fully paid equity shares of the Company at any time on
or after February 27, 2008 and up to January 29, 2013, unless
previously redeemed, converted or re-purchased and cancelled.
In accordance with the offering Circular dated February 01, 2008 issued
by the Company, under condition 6 (C ) (XXIX) of the said offering
Circular with effect from February 12, 2009 the Conversion Price of the
Bond is re-set at Rs. 282.27 from Rs. 376.36. Further, during the year
2011- 12, due to the stringent financial position, the Company has not
been able to discharge its interest payment obligations of Rs. 89.27
Lac on the said Bonds, which was due for payment on February 12,2012.
As per the Offering Circular, in the event of non-conversion of said
Bonds into equity shares of the Company, the same shall be redeemed at
137.24 % of principal amount. The management has not made any provision
in the books of account towards any liability that may fall on the
Company, in the eventuality of redemption of the Bonds.
2. In respect of Block Assessment of the Company for the Assessment
Years 2004-05 to 2010-11, under section 153A& 153Cofthe Income Tax Act,
1961 the Income Tax Department has issued a show cause letter dated
November 30, 2011 for conducting Special Audit u/s 142A (2A) of the
Income Tax Act, 1961. As no assessment has been made till date and due
to the reason further liability will be quantified on the completion of
Block assessment, hence no provision has been made for the same during
the year.
3. Loss for the year is inclusive of a loss of Rs. 31.21 Crores and of
Rs. 81.93 Crores arising out of Loan made to and due to diminution in
the value of investments made by the Company in its wholly owned
foreign subsidiary Petrogrema Overseas PTE Ltd respectively. Foreseeing
the huge developments taking place in MENA market (Middle East, North
Africa) the Company undertook huge expansion plans and had taken up
multiple projects at the same time, and signed an agreement with CNPC's
subsidiary in China named BOMCO for 40 rigs for a value of more than
one billion US dollar, which business was to be taken up by the wholly
owned subsidiary company and substantial investment was made in the
subsidiary to facilitate the overseas body to setup the business of Oil
rigs and Mines. However, due to worldwide recession in the economy and
tightening of financial resources in tne world market, company could
not size up funuo ",ã.t were required for 40 rigs which were committed
to CNPC, as a result of which most payments done to CNPC as well as
various other suppliers got stuck and the monies advanced to them could
not be recovered because of financial closure and also the project
could not completed on time. The Company '-.-vi signed mandates with 2
First Class Banks and 1 top M & A firm from U.K who were not able to raise
the what as required due of financial recession worldwide.
Further, huge investments were made by the Company for acquiring of
mining license, and also substantial monies were paid for consultancy
services and other expenses for acquiring of license. However, due to
a change in the Government Policy with respect of allotment/sale of
mining licenses the company could not acquire the mininglicense and
also the Indian company also went into huge financial crises.
All the above has resulted in huge losses to the subsidiary company
resulting in complete erosion of its Net worth. In view of the above,
as a conservative approach and in line with the accounting policy on
diminution of investment being followed by the Company, the management
decided to write off the value of investments as well as loans by 50%.
4. During the year, the Company has made provision) a sum of Rs.55.76
Crores towards sums advanced to various parties as Loans and Advances.
The Company had finalized a proposal to setup a Mega Steel project at
SEZ in Kolhapur for which it was also in the process of signing of an
MOU with Maharashtra State Government and had obtained all the
necessary statutory permission and approval for setting up the same.
The Company simultaneously ventured into investment in its proposed SAW
Pipe plant, Steel plant etc. and also started expansion in its
equipment division.
In pursuance of the above projects, the company had given advances to
various parties to purchase equipments and machines and after having
proceeded considerably towards the setting up of the projects, amongst
several other reasons, the Company found itself short of resources
required for the completions and operation of the project, as the
financiers to the project, refused to fulfill their commitments as per
the agreement with them. As the Company could not make the full payment
to the suppliers, hence the sums advanced have been forfeited by the
parties, and they also did not supply the machineries, equipments and
other capital items. After a stringent follow up with the respective
parties for refund of advances and having failed to recover the same,
the Company has filed recovery suit against some of these parties which
are presently pending with the Hon'ble High Court of Kolkata. However,
the management is uncertain of a favorable outcome hence the advances
given to the parties have been written off.
5. Loss for the year is inclusive of loss of Rs.69.26 Crores being
loss on sale of old machinery/equipments. The Company had purchased the
machines during the years from 1999- 2000 to 2003-2004 and also
purchased some second hand machines in 2007-08. However, due to efflux
of time, wear and tear and more so due to technological obsolescence
some of the machines have been rendered of no use and have very little
or scrap value. Further, the cost of operations and maintenance of such
old machines was very high as such could not withstand the competition
from the similar modern machines/equipments in the market. The Company
could not replace the said machines/equipments due to its financial
crisis. Hence to avoid any further depletion in value of such machines
and equipments and to plug the high maintenance cost of such
equipments, the same were sold during the year, resulting in the above
stated loss.
The loss is inclusive of loss arising due to scrapping of pollution
control equipments and ash hancHing systems acquired by the Company,
during the process of setting up its Lam coke manufacturing plant.
However, due to financial constraints and failure of the banks and
others to timely fund the project, the same was stalled and ultimately
scrapped.
6. During the year, the Company had Provision of Rs. 14.63 Crores
towards doubtful debts, being disputed balances in Sundry Debtors which
are outstanding for more than 1 year, which are under various stages of
negotiations and follow up with the customers. The management of the
Company is not confident of recovery of these amounts. However, based
on analysis of each account, the Company has made provision for Bad &
Doubtful debts of such debts.
7. As on October 5,2011 the Company has acquired all the assets at
book value of Rs. 175.09 Cr. and liabilities at book value of Rs.
117.60 Cr. Of its Associate Company viz. Sancia Infra Global (P) Ltd
and purchase consideration of Rs. 57.49 Cr. and the differential net
off investment has been treated as goodwill. The remaining shareholders
of the associate company shall be paid a consideration at the face
value of the equity shares held by them. The Entire Assets of M/s
Sancia Infraglobal (P) Ltd. are charged/hypothecated to the
Banks/Institutions against credit facilities availed by the Associate
Company, and post acquisition, the same shall continue to remain
charged with the respective Banker/Financial institution.
8. The accumulated loss of the Company as on 31.03.2012 is more than
100% of its net worth during the year and immediately preceding the
financial year and the Company has aiso suffered cash loss of Rs. 68.01
Cr. during the year and immediately preceding financial year and as
such falls within the definition of "sick industrial Company" under
section 46(AA) (i) of the Companies (Second Amendment) Act, 2002 (which
is not yet notified). The Company has also eroded its Net Worth as at
the end of the financial year and as a result, the Company has become a
sick industrial company within the meaning of section 3(1 )(o) of the
Sick Industrial Companies (Special Provisions)Act, 1985.
9. Contingent Liabilities:-
Particulars As at As at
March 31,2012 March 31,2011
(Rs. in Lacs) (Rs. in Lacs)
(a) Contingent Liability not provided
for:
Bank Guarantees 29.00 29.00
Corporate Guarantee given to on behalf
of Group companies 57965.00 57965.00
(1) Greenearth resources & projects
limited
(2) Anarcon Resources Pvt. Ltd.
(3) Tirupati Niket Pvt.Ltd.
The Subsidiaries of the Company has incurred heavy losses due to cash
losses, it has also affect the assumption of going concern of
Subsidiary company.
Since the Company does not have any material earnings emanating outside
India, the Company is considered to operate only in the domestic
segment.
10. Earnings per Share (EPS):
The basic earning per share ("EPS") is computed by dividing the Net
Profit after tax for the year by the weighted average number of
Equity shares. For the purpose of pulsating diluted eanings per
share, Adjusted Net profit after tax for the year and the weighted
average number of shares outstanding during the year are adjusted for
the effects of ail dilutive potential equity shares. However we have
not reported diluted "EPS" since the potential equity shares are Anti
dilutive in nature.
Since Company's Net worth is fully eroded and as per AS-22 "Accounting
for Taxes on Income", deferred tax assets should be recognized and
carried forward only to the extent that there is a reasonable certainty
that sufficient future taxable income will be available against which
such deferred tax assets can be realized. Since, the management is not
in the hope in near future that there will be taxable income. So,
Deferred Tax Assets (DTA) is recongnised to the extent of Defened
Tax Liablity(DTL).
11. Previous year's figures have been re-grouped, re-classified and
rearranged wherever necessary.
Mar 31, 2010
1. FCCB Bond issued:-
The Company had issued Foreign Currency Convertible Bonds (FCCB) of the
nominal value of US$ 50.00 million having maturity period of 5 years.
As per the terms and conditions of the Offering Circular issued by the
Company for FCCB, the Bonds are convertible by the Bondholders into
fully paid equity shares of the Company at any time on or after 27th
February 2008 and up to 29th January 2013, unless previously redeemed,
converted or repurchased and cancelled.
In accordance with the Offering Circular dated February 01, 2008 issued
by the Company, under Condition 6(C) (xxix) of the said Offering
Circular with effect from February 12, 2009 the Conversion Price of the
Bonds is reset at Rs 282.27 from Rs. 376.36
Total bonds outstanding as on 31st March, 2010 is US$ 36,295,000 to be
converted at a predetermined exchange rate of US$ 1 = Rs 39.36.
During the year 19,11,038 Fully Paid up Equity shares @ 10/- each
Issued and Allotted to the investors to convert FCCB of US$
1,37,05,000.
2. Balances of Sundry Debtors, sundry creditors, Advances and Deposits
are subject to confirmation, reconciliation and adjustment if any.
3. Contingent Liabilities:-
Particulars As at March As at March
31, 2010 31, 2009
(Rs. in (Rs. in
Lacs) Lacs)
(a) Contingent Liability
not provided for:
Bank Guarantees 67.60 29.00
Estimated amount of contracts
remaining to be executed 14471.58 14284.20
on capital account and
not provided for*
(Out of which Letter of
Credit o/s : 3785.37Lacs)*
Corporate Guarantee 57965.00 57965.00
Disputed Dues under Income
Tax Act pending in Appeal 87.57 87.57
During the year search and
seizure action u/s132of the - -
income tax act 1961 have
been c6nducted by income tax
department as on 23rd June,2009;
However directors of the company
do not anticipate any major
income tax demand.
4. The company does not possess information as to which of its
suppliers are ancillary industrial undertakings/ small scale industrial
undertaking holding permanent registration certificates Issued by the
Directorate of Industries of a state or Union Territory. Consequently:-
The Total outstanding dues of small scale Industrial undertaking can
not be ascertained.
The Names of the small scale Industrial Undertaking to whom the company
owed sums for more than 45 days can not be ascertained.
5. Details of Managerial remuneration under section 198 of the
companies Act, 1956
Salaries and Allowances Rs 9.00 Lacs (P.Y. Rs. 18.00 Lacs)
Sitting Fees to Non
executive Directors Rs 0.20 Lacs (RY. Rs 6.00 Lacs)
6. Related Party Disclosures:
A. Key Managerial Personnel
Mr. Ratan Lai Tamakhuwala Non Executive Chairman
Mr. Rishi Raj Agarwal Promoter/ Managing Director
Mr. Sunil Kumar Mandloi Managing Director
Mr. Johnny Femandes Whole-Time Director
B. Enterprises under the control of Key Managerial Personnel
Greenearth Resoures & Projects Limited
Newsaw Infraprojects Limited
Anarcon Resources Private Limited
Shri Hanuman Investment Private Limited
Sancia Infraglobal Private Limited
Wallford Indialnfrastructure Reality Private Limited
C. Subsidiary
Petrogrema Overseas Pte Limited Wholly Owned Subsidiary (Singapore)
7. Earnings per Share (EPS):
The basic earning per share ("EPS") is computed by dividing the Net
Profit after tax for the year by the Weighted average number of equity
shares.
Diluted earrings per share is computed by dividing the Adjusted Net
profit after tax for the year and the weighted average number of equity
shares outstanding during the year are adjusting the effects of all
dilutive potential equity shares, however we have not reported diluted
"EPS" since the potential equity shares are Anti-dilutive in nature.
8. Previous years figures have been re-grouped, re-classified and
rearranged wherever necessary.
Mar 31, 2009
1. FCCB Bond issued:- The Company had issued Foreign Currency
Convertible Bonds (FCCB) of the nominal value of US$ 50.00 million
having maturity period of 5 years.
As per the terms and conditions of the Offering Circular issued by the
Company for FCCB, the Bonds are convertible by the Bondholders into
fully paid equity shares of the Company at any time on or after 27th
February 2008 and up to 29th January 2013, unless previously redeemed,
converted or repurchased and cancelled.
In accordance with the Offering Circular dated February 01, 2008 issued
by the Company, under Condition 6(C) (xxix) of the said Offering
Circular with effect from February 12, 2009 the Conversion Price of the
Bonds is reset at Rs. 282.27 from Rs. 376.36
Total bonds outstanding as on 31st March, 2009 is US$ 50,000,000 to be
converted at a predetermined exchange rate of US$ 1 = Rs 39.36.
During the year none of the FCCB bonds has been converted by the bond
holders into Equity shares.
2. Some of the Balances of Sundry Debtors, sundry creditors, Advances
and Deposits are subject to confirmation, reconciliation and adjustment
if any.
3. Contingent Liabilities:-
Particulars As at March As at March
31,2009 31,2008
(Rs. in Lacs) (Rs. in Lacs)
(a) Contingent Liability not
provided for:
Bank Guarantees 29.00 25.00
Estimated amount of contracts
remaining to be executed 14284.20 14284.20
on capital account and not
provided for*
(Out of which Letter of
Credit o/s : 2122.63Lacs)*
Corporate Guarantee 57965.00 18750.00
Disputed Dues under Income Tax
Act pending in Appeal 87.57 Nil
4. The company does not possess information as to which of its
suppliers are ancillary industrial undertakings/small scale industrial
undertaking holding permanent registration certificates Issued by the
Directorate of Industries of a state or Union Territory.
Consequently:- The Total outstanding dues of small scale Industrial
undertaking can not be ascertained.
The Names of the small scale Industrial Undertaking to whom the company
owed sums for more than 45 days can not be ascertained.
5. Details of Managerial remuneration under Section 198 of the
Companies Act, 1956
Salaries and Allowances Rs. 18.00 Lacs (P.Y. Rs. 36.00 Lacs)
Sitting Fees to Non executive Directors Rs. 6.00 Lacs (P.Y. Rs. 3.77
Lacs)
6. Related Party Disclosures:
A. Key Managerial Personnel Shri Ratan Lal Tamakhuwala Non Executive
Chairman Mr. Rishi Raj Agarwal Promoter/ Managing Director
B. Enterprises under the control of Key Managerial Personnel Austral
Coke & Projects Limited
Armstrong Infrastructures & projects Limited Anarcon Resources Private
Limited Shri Hanuman Investment Private Limited Austral Infrastructure
Private Limited Gremach Infrastructure Private Limited Gremach Projects
Private Limited Austral Projects Private Limited Wallford
IndiaInfrastructure Reality Private Limited
C. Subsidiary Petrogrema Overseas Pte Limited Wholly Owned Subsidiary
(Singapore)
7. Earnings per Share (EPS):
The basic earning per share ("EPS") is computed by dividing the Net
Profit after tax for the year by the number of equity shares
outstanding during the year. For the purpose of calculating diluted
earrings per share, Adjusted Net profit after tax for the year and the
weighted average number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity shares.
8. Previous years figures have been re-grouped, re-classified and
rearranged wherever necessary.