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0.5 (1.05%)
1.1 (2.32%) | 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. |
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| Source : Dion Global Solutions Limited | |
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