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5.4 (1.88%)| Notes to Accounts | Year End : Mar '12 |
(a) Terms/rights attached to equity shares :
The Company has issued equity shares. All equity shares issued rank
pari passu in respect of distribution of dividend and repayment of
capital. 13,032,914 equity shares are quoted equity shares with no
restriction on transfer of shares. 27,600 equity shares are A'' equity
shares which are transferrable only to permanent employees of the
Company. 1,15,748 equity shares are Second A'' equity shares which are
transferrable to permanent employees, who have put in five years of
service with the Company.
(b) The Board of Directors has recommended a dividend of Rs.10/- (Rs. 5/-)
per share on 1,31,76,262 (1,31,76,262) equity shares of Rs.10/- each
fully paid up.
(c) In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
(d) Shares held by holding/ultimate holding company and/or their
subsidiaries/associates
The Company is not a subsidiary of any other company.
(i) The Term Loan availed from Banks was payable in twenty equal
quarterly installments along with accrued interest till the date of
payment of installment. These loans were secured by a first charge, by
way of equitable mortgage, over the immovable properties of the Company
and second charge on the stock of material, book debts (whether present
or future) and situated at Companies factories at Akurdi, Dist. Pune,
Maharashtra and Pithampur, Dist. Dhar, Madhya Pradesh. The charge
created in favour of various banks ranked pari passu inter-se. The
Company has prepaid the outstanding term loan amounting toRs.11,30,00,000
before 31st March, 2012.
(ii) Deposits included deposits accepted from the Promoters. These
deposits were payable based on understanding with the Promoters, which
have been repaid before the balance sheet date.
(iii) Other deposits accepted by the Company are for a period ranging
between 1 to 3 years from the date of acceptance of each deposits.
The Consortium of Banks, have sanctioned working capital limits - both
fund based and non-fund based - to the Company. These limits are
secured by hypothecation of Company''s stock of raw materials,
work-in-progress, finished goods, consumable stores, spares, bills
receivable and book debts, both present and future, situated at
Company''s factories or at any other place.
As of 31st March, 2012, the Company has not utilized any fund based
limit. Non-fund based limits were utilized to the extent of Rs.
43,69,55,973. The fund based limits, if utilized, are payable on demand
to the Banks.
(i) The Term Loan availed from Banks was payable in twenty equal
quarterly installments along with accrued interest till the date of
payment of installment. These loans were secured by a first charge, by
way of equitable mortgage, over the immovable properties of the Company
and second charge on the stock of material, book debts (whether present
or future) and situated at Companies factories at Akurdi, Dist. Pune,
Maharashtra and Pithampur, Dist. Dhar, Madhya Pradesh. The charge
created in favour of various banks ranked pari passu inter-se. The
Company has prepaid the outstanding term loan amounting to Rs.
11,30,00,000.
(ii) Deposits accepted by the Company are for a period ranging between
1 to 3 years from the date of acceptance of each deposits.
1. EXCEPTIONAL ITEMS
As reported earlier, during the year underreport, Company as per the
terms and conditions of the contractual arrangement with MAN Truck and
Bus AG, Germany (MAN), sold and transferred 5,57,97,100 equity shares
of MAN FORCE Trucks Private Limited (the said company), now known as
MAN Trucks India Private Limited, to MAN for a consideration of Euro
15,00,00,000 (equivalent amount received in Rs. 1016,50,65,000). With the
transfer of these shares of the said company, the said company ceases
to be a Joint Venture between the Company and MAN. The Company will
continue to support the said company by rendering services for limited
period. The gain arising out of sale and transfer of the shares of the
said company has been treated as an exceptional item.
2. CONTINGENT LIABILITIES AND COMMITMENTS
(to the extent not provided for)
As at 31st As at 31st
March, 2012 March, 2011
(a) Contingent Liabilities
(i) Taxes & Duties 21,54,37,011 19,89,82,542
(ii) Others (Court cases pending) 23,69.33,376 21,75,49,955
(b) Commitments
Estimated amount of contracts remaining
to be executed on 113.24,30,846 47,98,62,487
capital account and not provided for
Part of the estimated amount of commitments, referred above, being Rs.
18,24,05,604 is secured by a letter of credit issued by a Bank. The
Bank holds charge on the assets of the Company, as a security,
enforceable in case of default, being made by the Company.
(c) As reported earlier, a foreign company has initiated legal
proceedings in a foreign court, in respect of notional and unfounded
claims for damages, without there being any enforceable agreement,
relating to export business. The Company has obtained opinion from a
Senior Counsel, in respect of these alleged claims against the Company.
The Company has been advised that such notional / unfounded claims are
not as per the applicable law nor these claims, if any, can be enforced
in the Court of Law in India. This information is being disclosed as
per the provisions of Schedule VI to the Companies Act, 1956, only to
indicate the alleged claims made against the Company and the
developments in respect thereof.
3. As of 31st March, 2012, the Company has not received any
intimation, as to the status as a Micro, Small or Medium Enterprises
from any of the suppliers, with a copy of the Memorandum filed as per
the provisions of Section 8 of the Micro, Small and Medium Enterprises
Development Act, 2006 (the Act). One of the suppliers initiated
proceedings, under Section 18 of the Act, which were converted into
arbitration proceedings as per the provisions of Section 18(3) of the
Act. These proceedings culminated in an arbitration award, awarding a
claim of Rs.1,56,61,877 including interest. Out of the said sum, a sum of
Rs. 40,41,660 is part of the trade payables disclosed at Sr. No. 3(b)
of the Balance Sheet as at 31st March, 2012. The amount of interest has
not been provided by the Company, as the Company has not accepted the
liability. Moreover, the Company has a counter-claim on the said
supplier amounting to about Rs. 9,06,40,899, which being an unearned
income is not accounted. The Company is seeking legal advice for
initiating appropriate proceedings, including before the Hon''ble High
Court of Judicature at Bombay, for challenging the award and/or the
procedure followed by the Micro and Small Enterprises Facilitation
Council, (the Arbitrator), as may be advised.
4. LEASES :
Operating Leases :
(a) Assets taken on Lease :
The Company has taken 10 vehicles on operating lease for a period of
four years.
Lease rentals are recognised in the Statement of Profit & Loss.
(b) Assets given on Lease :
(i) Industrial Shed at Chakan :
The Company has entered into a Lease Agreement for Industrial Shed for a
period of 10 years.
The said agreement provides for progressive increase in rentals during
the tenure of the agreement.
The Lease is entitled to terminate the Lease Agreement after the expiry
of 60th month from the date of agreement. The Lessor is also entitled
to terminate the Lease Agreement, if the Lease defaults the terms and
conditions of the Lease Agreement.
The Lease income has been recognised in Statement of Profit & Loss.
On termination of lease, due to exercise of the option by the Lessee, at
the end of 60 months, the Lessee shall be liable to pay a sum ofRs.
2,00.00,000/-.
(ii) Freehold land at Akurdi :
Out of the freehold land at Akurdi, 2700 sq. mtrs. (costRs. 1,374/-) of
land has been given on lease to Maharashtra State Electricity
Distribution Company Limited for 99 years, w.e.f. 1st August, 1989.
Lease rentals are recognised in the Statement of Profit & Loss.
5. As reported earlier, during the year under report, Company as per
the terms and conditions of the contractual arrangement with MAN Truck
and Bus AG, Germany (MAN), sold and transferred 55,797,100 equity
shares of MAN FORCE Trucks Private Limited (the said company), now
known as MAN Trucks India Private Limited, to MAN for a consideration of
Euro 15,00,00,000 (equivalent amount received in Rs. 1016,50.65,000).
With the transfer of these shares of the said company, the said company
ceases to be a Joint Venture between the Company and MAN. The Company
will continue to support the said company by rendering services for
limited period. The gain arising out of sale and transfer of the shares
of the said company has been treated as an exceptional item.
6. All amounts which became due, for transfer to the Credit of
Investor Education and Protection Fund, as of 31 st March, 2012, have
been transferred to that fund, except a sum of Rs. 60,000/- being amount
of 5 (five) fixed deposits and interest thereon amounting to Rs. 25,051
/-. In view of the directives received from the Government Authorities,
these amounts are not transferred to the Fund, being involved in an
investigation.
7. The Company is operating in a Single Segment.
8. Previous year/period''s figures are re-arranged wherever necessary
and shown in brackets. |
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| Source : Dion Global Solutions Limited | |
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