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Kemrock Industries and Exports
BSE: 526015|NSE: KEMROCK|ISIN: INE990B01012|SECTOR: Plastics
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« Jun 11
Notes to Accounts Year End : Jun '12
(a) Terms/rights preferences and restrictions attached to securities:
 
 - Equity Shares:
 
 The company has one class of equity shares having a par value of Rs.10
 each. Each share holder is eligible for one vote per share held except
 share represented by GDRs. The dividend proposed by the board of
 director is subject to the approval of share holders in the ensuing
 Annual General meeting, .  except in case of interim dividend. In the
 event of liquidation, the equity share holders are eligible to receive
 the remaining assets of the company after distribution of all
 preferential dues, in proportion to their shareholding.
 
 During the year ended 30thJune'',2012, the amount of per share dividend
 recognized for distribution to equity shareholders is Rs.Nil (P.Y.
 30thJune,2011 Rs.2/-)
 
 (b) On 20th December, 2011, the company has raised US$ 30 million (Rs.
 15881.22 lacs) through issue of 2,887,800 Global Depositary Receipts
 (GDRs), each representing one equity share of Rs. 10 each, at an issue
 price of US$ 10.389 per GDR. Pursuant to GDRs issue, the Company issued
 and allotted 2,887,800 equity shares of Rs. 10 each at a price of Rs.
 533.89 per share (including a premium of Rs. 523.89 per share).The said
 GDRs are listed on at Euro MTF Market of Luxembourg Stock Exchange and
 the funds raised have been and are being utilized to Expansion Plan,
 Working Capital requirement, investment in subsidaries and advances for
 CAPEX and balance funds pending utilization have been placed as deposit
 with the Centrum Bank. The details of funds activity during the year
 are as follow:
 
 1.1 Equity Share Warrants of Rs 375.00 lacs in previous year represents
 receipts towards 12,50,000 warrants issued by the company at the
 warrant price of Rs 30 each.
 
 1.2 Qualified Institutional Placement (QIP Issue) :
 
 During the previous financial year under report, the Company on
 18.04.2011 had opened a Qualified Institutional Placement (QIP) issue
 under SEBI (ICDR) Regulations 2009, for the issue of 2,500 12.5%
 Secured Redeemable Non-Convertible Debentures (NCDs) of Rs.300,000 each
 and 12,50,000 Warrants at an Issue Price of Rs.30.00 each, which
 entitled the holder, upon payment of the Warrant Exercise Price, to one
 (1) Equity Share. The securities so offered, were on closure of the
 offer and receipt of moneys, issued and allotted (on 19.04.2011) to two
 entities viz., the Lakshmi Vilas Bank Limited (LVB) and SREI
 Infrastructure Finance Ltd., (SREI) who the Company believed were QIBs,
 eligible to participate in the issue. However, subsequently, it was
 discovered that one of the entities viz., SREI was not a QIB under the
 SEBI (ICDR) Regulations, and hence, the Company rectified the allotment
 under the issue by replacing a Non-QIB with a QIB viz., SICOM Limited.
 However, the Company, on technical ground and resulting delays in the
 process of listing of securities issued under the QIP, rescinded and
 withdrew the QIP (on 12.07.2011) in its entirety informing the Stock
 Exchanges and SEBI; and the Company has already repaid the moneys
 received from the investors with interest. Accordingly, the said
 securities issued under the QIP stood annulled.
 
 2 (a) Secured
 
 Nature of security and terms of repayment for secured borrowings Term
 loan :
 
 Term Loan in Rupee Currency are secured by way of First hypothecation
 charge on Pari passu basis over the fixed assets of the company and
 second pari passu charge on current assets of the company.The loan is
 further secured by personal guarantee of Managing Director. Term Loan
 is carrying Rate of lnterest(at present) from 12% to 14%.
 
 Term Loan in Foreign currency from ICICI Bank are secured by way of
 First hypothecation charge on Pari passu basis over the fixed assets of
 the company and seoond pari passu charge on current assets of the
 company.The loan is further secured by personal guarantee of Managing
 Director. Term Loan is carrying Rate of lnterest(at present) at the
 rate of 4.57%
 
 Term Loan in Foreign currency from PNB International Ltd and Syndicate
 Bank are secured by way of Pledge of Equity Shares of Top Glass S.P.A,
 Italy and second pari passu charge on fixed assets of the company: The
 loan is further secured by personal guarantee of Managing Director.
 Term Loan is carrying Rate of Interest (at present) from 3.75% to
 5.75%.
 
 Vehicle Loan:
 
 Vehicle Loan from banks are secured by way of hypothecation of vehicles
 and are repayable over a period of 4 years. Vehicle loan is carrying
 Rate oflnterest (at present) from 8,91% to 13.25%.
 
 Restructure
 
 Due to liquidity crunch Company had submitted a restructuring scheme to
 Lead Bank; Allahabad Bank with the support of consortium member Banks
 to seek a comprehensive financial restructuring package to enable it to
 oorrect its working capital position and to re-schedule its term debts
 in line with potential earnings.
 
 The scheme was approved for restructuring of various credit facilities
 by the Lead Bank, Allahabad Bank vide its approval dated 24.07.2012
 based on the viability study instituted by it. The other member Banks
 under the consortium have also approved the Restructuring Scheme on the
 lines of Allahabad Bank''s appraisal except Axis Bank Limited. The
 effect of said restructuring shall be accounted for in the next year.
 
 From Financial Institutions:
 
 Term Loan from IFCI factor is secured by way of Pledge of Equity Shares
 of Mr. Kalpesh Patel (Promotor) of Kemrock Industries and Exports
 Limited and Post dated cheques of due date for payments of interest and
 principle amounts.The loan is further secured by personal guarantee of
 Managing Director. Term Loan is carriyng Rate of Interest (at present)
 of 13.5% repayable over a period of 5 years.
 
 Term Loan from L & T finance limited is secured by way of hypothecation
 charge on Pari assu basis over the fixed assets and current assets of
 the company. Term Loan is.carrying Rate of lnterest(at present) at the
 rate of 12.5%.
 
 (ii) Loans and advancer from related parties
 
 The company has taken interest free loans from subsidiaries and joint
 ventures. The Repayments schedule for the same is not fixed and the
 amount is repaid depending on the surplus funds, liquidity and
 financial requirement of the company. Accordingly, management is of the
 view that these loans are generally repayable after a Deriod of 12
 months.
 
 3.1 Nature of security provided for short term borrowings:
 
 Short Term Loans from banks are secured against hypothecation of
 currentassets of the company. The loans is further secured by personal
 guarantee of Managing Director. The Short Term Loans are repayable on
 demand and carrying interest at 12% to 14%.
 
 Working Capital from banks are secured by way of first pari passu
 charge on current assets and second pari passu charge on fixed assets
 of the company. Carrying interest on Working capital is at 12% to 14% *
 
 Packing Credit from banks are secured by way of first pari passu
 charges on current assets and second pari passu charge on fixed assets
 of the company. Carrying interest on working capital is at 12% to 14%
 
 Whatever information the company could identify as above were possible
 at the year end a ln view according to t e company, it could not
 identify payments beyond due date during the year and to make interest
 provisions to that extent, due to numerous transactions concluded
 during the year as per the agreed terms with the suppliers. However the
 company has made due interest provisions over the requisite year end
 balances.  -
 
 4.1 During the period ended on June 30, 2012, SK Poymers FZCO is
 liquidated on April 22, 2012 resulting in to writing off of the
 Investment in the books of the company.
 
 4.2 During the year, the company has acquired further 50% equity
 shares in Kemrock Aerospace India Private Limited. The 50:50 Joint
 Venture between Kemrock Industries and Exports Limited and SAERTEX
 Beteiligungsgesellschaft mbH, Germany, setup under the name of
 SAERTEX-KEMROCK India Pvt.Ltd. (entity) has been discontinued w.e.f.,
 December 28, 2011, with the mutual agreement of both the partners. The
 said entity, now becomes a wholly owned subsidiary, has been renamed as
 Kemrock Aerospace India Pvt. Ltd.
 
 5.1 Other Capital advances indudes Rs. 27,467.00 lacs given to two
 entitesfor acquisition of land for which final documents before
 appropriate authorities are pending to be executed and hence treated as
 Capital Advances.
 
 * The Inventory of Raw Materials, stores & Spares, Work in Progress and
 Finished goods has been taken, valued and certified by the management.
 The Inventory of Work in Progress has been verified and valued by
 Government approved technical agency as the valuation is technical in
 nature.
 
 6.1 The Company has made project exports for Fiber Reinforced Polymer
 (FRP) in various countries. The Company has made total exports for the
 same to the extent of Rs 57,566.04 Lacs However the Company has not
 made reference to appropriate authorities for non receipt of earnings
 from exports of Rs. 31,175.18 lacs since last six months from the date
 of Financial statement. Company is of the view that these earning are
 recoverable and good and hence no reference to appropriate authorities
 or provision in books of accounts is made.
 
 
 The Company has adopted Accounting Standard 15 (AS-15) (Revised)
 Employee Benefits which is mandatory from accounting periods starting
 from December 7, 2006. Accordingly, the company has provided for
 gratuity and Leave Encasement based on Actuarial valuation done as per
 projected unit credit method.
 
 i.  Investment Details
 
 The Funds are managed by LIC and LIC has not provided breakup of Plan
 asset by investment type for the year 2011-12.
 
 All loans, advances, and trade receivable are good and recoverable in
 the opinion of the management. Provision has been made for bad
 debts of Rs. 782.40 Lacs (P.Y. Rs.458.02 Lacs).  -
 
 7.  Basis of Preparation of Financial Statements
 
 The Financial Statements are prepared as per historical cost convention
 and in accordance with the Generally Accepted Accounting Principles
 (GAAP) in India. The provision of the companies Act 1956 and the
 applicable Accounting Standards notified under the Companies
 (Accounting Standards) Rules, 2006 (as amended). All Incomes and
 Expenditure having material bearing on the Financial Statements are
 recognized on accrual basis.
 
 Expenditure on R & D, Trademark, development of markets, which are
 determined to have a useful life spanning more than one year are
 amortized over its useful life.
 
 8.  Borrowing Costs directly attributable to creation of assets has
 been capitalized. The relevant amount is Rs. 5,433.16 lacs (Previous
 Year Rs. 3,617.42 lacs)
 
 9.  The inventory of Raw Material, Stores & Spares, Stock in Process
 and Finished Goods has been taken, valued and certified by the
 Management. The inventory of Stock in Process has been verified and
 valued by govt, approved technical agency. The valuation is technical
 in nature.
 
 10.  Balances are subject to confirmation, whether gross or net. In the
 opinion of management, all known liabilities are accounted forand there
 are no contingent liabilities other than those disclosed.
 
 Notes :
 
 1) Geographical Segments considered for disclosures are as follows:
 
 - Sales within India includes Sales to Customers located within
 India.
 
 - Sales Outside India includes Sales to Customers located outside
 India.
 
 *The Company has filed application on 10/05/2012 with Ministry of
 Corporate Affairs (MCA) for striking off the name of Company under the
 Fast Track Exit (FTE) mode under section 560 of the Companies Act, 1956
 and notice under section 560(5) of the Companies Act, 1956 has been
 received from MCA on 25/08/2012 stating that the name of the Company
 has been struck off in the Register and the said Company is dissolved.
 
 ** The company has filed application on 17/09/2012 with Ministry of
 Corporate Affairs (MCA) for striking off the name of Company under the
 Fast Track Exit (FTE) mode under section 560 of the Companies Act, 1956
 and till date of signing, notice under section 560(5) of the Companies
 Act, 1956 has not been received from MCA that the name of the Company
 been struck off in the Register.
 
 ''The repayment schedule for these loans is not fixed and the amount
 is repaid depending on the surplus funds, liquidity and financial
 requirement of the company. Accordingly, management is of the view that
 these loans are generally not repayable within a period of 12 months.
 
 (*) The Company has not remitted any amount in foreign currencies on
 account of dividends during the year and does not have information as
 to the extent to which remittances, if any, in foreign currencies on
 account of dividends have been made by/on behalf of non-resident
 shareholders. The particulars of dividends payable to non-resident
 shareholders which were declared during the year, are given.
 
 11.  Opening balances have been considered on the basis of the last
 year audited balance sheet and the figures of previous year were
 audited by a firm of Chartered Accountants other than our firm. Opening
 balances have been regrouped/ rearranged wherever necessary while
 reporting current yearfinancial statements.
 
 12.  The company has made an advance/ loan of Rs. 1,000 lacs in the
 earlier years to an entity however as on June 30,2012 the entity is
 under the process of striking off and the said advance/ loan is
 doubtful in nature, however, the said amount is not provided for in the
 books of accounts.
 
 13.  Certain Balance of Trade Receivable, Trade Payable, Loans &
 Advances for Capital Expenditures are non moving /sticky since last 3
 years. However in view of management, the same is recoverable / payable
 and hence no provision for the same is made in the books of accounts.
 
 14.  Till the year ended June 30, 2011, the Company was using
 pre-revised Schedule VI to the Companies Act 1956, for preparation and
 presentation of its financial statements. During the year ended June
 30, 2012, the revised Schedule VI notified under the Companies Act
 1956, has become applicable to the Company. The Company has
 re-classified previous year figures to conform to this year''s
 classification.
Source : Dion Global Solutions Limited
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