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Punjab Chemicals & Crop Protection
BSE: 506618|NSE: PUNJABCHEM|ISIN: INE277B01014|SECTOR: Chemicals
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« Mar 11
Notes to Accounts Year End : Sep '12
1.  Corporate information
 
 Punjab Chemicals and Crop Protection Limited (hereinafter referred to
 as the Company) is engaged in business of agro chemical and is
 manufacturing technical grade and formulating pesticides, herbicides,
 fungicides and biocides. The Company has presence in both the domestic
 and international markets.
 
 2.  Basis of preparations
 
 A) The financial statements of the company have been prepared in
 accordance with generally accepted accounting principles in India
 (Indian GAAP).  The company has prepared these financial statements to
 comply in all material respects with the accounting standards notified
 under the Companies (Accounting Standards) Rules, 2006, (as amended)
 and the relevant provisions of the Companies Act, 1956. The financial
 statements have been prepared on an accrual basis and under the
 historical cost convention, except in case of land and building for
 which revaluation is carried out. The accounting policies have been
 consistently applied by the Company.
 
 B) The Company has recorded a net loss of Rs. 8,987 lacs for the
 eighteen months (''period'') and has incurred losses in the previous
 years resulting in substantial erosion of the net worth. The
 accumulated losses of the Company as at the close of the financial
 period exceeded 50% of the Shareholder''s Funds (excluding accumulated
 losses) as at 30 September 2012 and the current liabilities have
 exceeded current assets by Rs.  6,126 lacs. There were lower cash
 inflows from existing operations. The Management is confident that the
 Company will be able to generate profits in future years and meet its
 financial obligation as they arise. The accompanying Financial
 Statements have been prepared on a going concern basis based on
 cumulative impact of following mitigating factors: a) The Company has
 obtained approval for restructuring of its debts from CDR EG resulting
 in savings in cash flows of interest payments as discussed in detail in
 note 33E.b) The Company has entered into strategic long term supply
 contracts with its customers with minimum commitment of supply of
 products. c) The promoters have provided liquidity support of Rs. 2,000
 lacs to the Company as per CDR Scheme and also have arranged Rs. 3,000
 lacs through other than existing shareholders.
 
 a.  Terms/rights attached to equity shares
 
 The company has only one class of equity shares having a par value of
 Rs. 10 per share. Each holder of equity shares is entitled to one vote
 per share. The company declares and pays dividends in Indian Rupees.
 The dividend proposed by the Board of Directors is subject to the
 approval of the shareholders in the ensuing Annual General Meeting.
 
 In the event of liquidation of the company, the holders of the 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.
 
 a.  Term Loan from Allahabad Bank amounting to Rs. 4,970 lacs (Previous
 year: Rs. 5,000 lacs) is secured by way of first pari passu charge on
 the fixed assets (Except Pharmaceutical division) and second pari passu
 charge on the current assets of the company.
 
 b.  Term Loan from Export - Import Bank of India amounting to Rs. Nil
 (Previous year: Rs. 2,067 lacs) is secured by first pari passu charge
 on the entire fixed assets of the Company both present and future,
 second pari passu charge on current assets of the company , Corporate
 guarantee from S D Agchem, Belgium, personal guarantees by two
 directors, and by pledge of promoter''s share in the name of Mr Shalil
 Shroff held in the Company which is in the process of execution.
 
 c.  Working Capital Long Term Loan from Export - Import Bank of India
 amounting to Rs. 1,569 lacs (Previous year: Rs. 1,578 lacs) is secured
 by first pari passu charge on the entire fixed assets of the Company
 both present and future, second pari passu charge on current assets of
 the company both current and future, personal guarantees by two
 directors, and by pledge of promoter''s share in the name of Mr Shalil
 Shroff held in the Company which is in the process of execution.
 
 d.  Term Loan from Central Bank of India amounting to Rs. 2,485 lacs
 (Previous year: Rs. 2,473 lacs) is secured by way of collateral first
 pari passu charge on fixed assets of the company and second pari passu
 charge on the current assets of the Company and also by personal
 guarantees of one of the director.
 
 e.  Term Loan from ICICI Bank Limited amounting to Rs. 1,147 lacs
 (Previous year: Rs. 1,147 lacs) is secured by subservient charge on
 fixed assets and current assets of the Company. Principal of Rs. 7 lacs
 included above and interest thereon amounting to Rs. 176 lacs included
 in other current liabilities is overdue for a period of 1 - 549 days as
 on the reporting date.
 
 f.  In the previous year the company had entered into a consortium
 agreement with State Bank of India (SBI) as lead bank, EXIM Bank, Bank
 of Baroda and Union Bank of India for cash credit and working capital
 demand loan. Under consortium agreement, cash credit and working
 capital facilities are secured by way of Hypothecation of entire
 Current Assets present & future on a pari passu basis with other
 members of the Consortium and collateral second charge on the movable
 fixed assets situated at Derabassi and Lalru in the state of Punjab,
 MIDC-Tarapur, Pimpri-Pune, Lote Parshuram- Chiplun in the state of
 Maharashtra.
 
 g.  Term loan of Rs. 41 lacs (Previous year: Rs 56 lacs) from SBI is
 secured under above consortium agreement.
 
 h. Working Capital Term loan of Rs. 4,154 lacs (Previous year: Rs Nil)
 from SBI is secured under above consortium agreement. Principal of Rs.
 1,889 lacs is overdue for a period of 1 day as on the reporting date.
 
 i. Working Capital Term loan of Rs. 1,479 lacs (Previous year: Rs Nil)
 from Union Bank of India is secured by security provided under
 consortium agreement as mentioned above in addition to specific charge
 for working capital demand loan on Pharma division located in Lalru.
 Principal of Rs.  674 lacs is overdue for a period of 1 day as on the
 reporting date.
 
 j. Working Capital Term loan of Rs. 860 lacs (Previous year: Rs Nil)
 from Export Import Bank of India is secured by personal guarantees of
 two directors, and by pledge of promoter''s share in the name of Mr
 Shalil Shroff held in the Company which is in the process of execution,
 in addition to security provided under consortium agreement as
 mentioned above. Principal of Rs. 393 lacs is overdue for a period of 1
 day as on the reporting date.
 
 k. Working Capital Term loan of Rs. 128 lacs (Previous year: Rs Nil)
 from Indian Overseas Bank is secured by Hypothecation of plant and
 machineries, stock and book debts and pledge of factory building and
 office premises of Parul Division in Vadodara.
 
 l. Working Capital Term loan of Rs. 4,484 lacs (Previous year: Rs Nil)
 from Bank of Baroda is secured by way of first charge on Pharma
 division located in Lalru and second charge on stock, book debts and
 fixed assets of the company in addition to security given under
 consortium agreement.  Principal of Rs. 2,044 lacs is overdue for a
 period of 1 day as on the reporting date.
 
 m. Funded Interest Term loan of Rs. 2,918 lacs (Previous year: Rs Nil)
 from various banks created from conversion of accrued interest on term
 loans is secured by the securities created in accordance with the
 Corporate Debt Restructuring Scheme which the Company is in the process
 of execution.  Also refer Note 33E to the financial statements.
 
 n. Loans from HDFC Bank Limited under Vehicle Finance Schemes amounting
 to Rs. 0.34 lacs (Previous year: Rs. 18 lacs) are secured by a
 exclusive charge by way of hypothecation of vehicles under the said
 Schemes and are carrying interest rate of 10.50% and are repayable in
 60 equated monthly installments (''EMIs'').
 
 o. Loan from Housing Development Finance Corporation Limited for Rs. 30
 lacs (Previous year: Rs. 42 lacs) is secured by equitable mortgage by
 way of the deposit of the title deeds of the properties of respective
 employees who have availed the loan under said Schemes and is carrying
 interest rate of 12% - 16% and is repayable in 144 EMIs.
 
 p. Loan from Kotak Mahindra Prime Limited under Vehicle Finance Scheme
 amounting to Rs. 0.32 lacs (Previous year: Rs. 63 lacs) is secured by
 an exclusive charge by way of hypothecation of vehicle under said
 Scheme and is carrying interest rate ranging from 10% - 12% and is
 repayable in 35 EMIs.
 
 q. Loan from TATA Capital Limited under Vehicle Finance Scheme
 amounting to Rs. Nil (Previous year: Rs. 1 lac) is secured by exclusive
 charge by way of hypothecation of vehicles purchased under the said
 Scheme and is carrying interest rate of 12% - 15% and is repayable in
 36 EMIs.
 
 r. Housing Loan form ICICI Bank Ltd amounting to Rs. 58 lacs (Previous
 year: Rs. 83 lacs) is secured by a first charge by way of mortgage of
 residential flat situated at Mumbai and is carrying interest rate
 ranging from 12% - 16% and is repayable in 143 EMIs.
 
 s. The finance lease obligation of Rs. 28 lacs (Previous year: Rs. 54
 lacs) is secured by the plant and machinery taken under said lease and
 is carrying interest rate of 16% and is repayable in 60 EMIs.
 
 t. The Company has obtained approval of Corporate Debt Restructuring
 Empowered Group (CDR EG) for restructuring of its debts effective 1
 July 2011. The loans and borrowings in books have been restructured and
 disclosed accordingly. The Company is in the process of creating
 securities required as per the CDR Scheme. For details and terms of
 loans refer Note 33E of the financial statements. The securities
 referred above are as per the pre-CDR arrangement with banks and shall
 prevail until securitization as per the CDR Scheme is affected.
 
 u. Deposits from public and shareholders are unsecured and are carrying
 interest rate ranging from 11% - 15% and are repayable in 1 - 3 years
 from the respective date of deposits.
 
 a.  The company had entered into a consortium agreement with State Bank
 of India (SBI) as lead bank, EXIM Bank, Bank of Baroda and Union Bank
 of India for cash credit and working capital demand loan. Under
 consortium agreement, cash credit and working capital facilities are
 secured by way of Hypothecation of entire Current Assets present &
 future on a pari passu basis with other members of the Consortium and
 collateral second charge on the movable fixed assets situated at
 Derabassi and Lalru in the state of Punjab, MIDC-Tarapur, Pimpari-Pune,
 Lote Parshuram-Chiplun in the state of Maharashtra.
 
 b.  Cash credit and working capital demand loan from State Bank of
 India of Rs. 2,846 lacs (Previous year: Rs. 4,473 lacs) and Rs. Nil
 (Previous year: Rs. 2,500 lacs) are secured under above consortium
 agreement.
 
 c.  Cash credit and working capital demand loan from Union Bank of
 India of Rs. 1,017 lacs (Previous year: Rs. 1,652 lacs) and Rs. Nil
 (Previous year: Rs. 892 lacs) respectively is secured by security
 provided under consortium agreement as mentioned above in addition to
 specific charge for working capital demand loan on Pharma division
 located in Lalru.
 
 d.  Cash credit and working capital demand loan from Export Import Bank
 of India of Rs. 588 lacs (Previous year: Rs. 930 lacs) and Rs. Nil
 (Previous year: Rs. 520 lacs) respectively is secured by personal
 guarantees of two directors, and by pledge of promoter''s share in the
 name of Mr Shalil Shroff held in the Company which is in the process of
 execution, in addition to security provided under consortium agreement
 as mentioned above.
 
 e.  Working capital demand loan from Bank of Baroda of Rs. Nil
 (Previous year: Rs. 2,705 lacs) is secured by way of first charge on
 Pharma division located in Lalru and second charge on stock, book debts
 and fixed assets of the Company in addition to security given under
 consortium agreement. Further, Cash credit of Rs. 3,251 lacs (Previous
 year: Rs. 4,630 lacs) is secured by security given under consortium
 agreement.
 
 f.  Cash credit from Indian Overseas Bank of Rs. 219 lacs (Previous
 year: Rs. 348 lacs) is secured by Hypothecation of plant and
 machineries, stock and book debts and pledge of factory building and
 office premises of Parul Division in Vadodara.
 
 g.  The Company has obtained approval of Corporate Debt Restructuring
 Empowered Group (CDR EG) for restructuring of its debts effective 1
 July 2011. The loans and borrowings in books have been restructured in
 books and disclosed accordingly. The Company is in the process of
 creating securities required as per the CDR Scheme. For details and
 terms of cash credit refer Note 33E of the financial statements. The
 securities referred above are as per the pre-CDR arrangement with banks
 and shall prevail until securitization as per the CDR Scheme is
 effected.
 
 a.  Building include investment representing ownership of office
 premises and residential flats in co-operative societies.
 
 b.  Revaluations (refer note 33B)
 
 In 2010-11the company has revalued all its land and buildings as on 1st
 April 2009 at the fair values as at 1st April 2009 determined by an
 independent external value. The value determined the fair value by
 reference to market-based evidence. This means that valuations
 performed by the value were based on active market prices, adjusted
 for any difference in the nature, location or condition of the specific
 property.
 
 The historical cost of freehold land, leasehold land and building fair
 valued by the Company was Rs. 130 lacs, Rs. 19 lacs and Rs. 3,542 lacs
 respectively and their fair value were Rs. 5,395 lacs, Rs. 614 lacs and
 Rs. 8,355 lacs respectively. Hence, the revaluation resulted in an
 increase in the value of freehold land, leasehold land and building by
 Rs. 5,265 lacs, Rs. 595 lacs and Rs. 4,813 lacs respectively.
 
 f.  Depreciation for the previous year include depreciation on
 revaluation part of building of Rs. 303 lacs and Rs. 180 lacs for the
 year ended 31 March 2010 and 31st March 2011 respectively and on
 revaluation part of leasehold land Rs. 8 lacs each for the year ended
 31st March 2010 and 31st March 2011. The same was adjusted with
 business reconstruction reserve as at 31st March 2011.
 
 g.  In the year ended 31 March 2010, plant and machinery having gross
 block of Rs. 126 lacs and accumulated depreciation of Rs. 13 lacs and
 electrical installation having gross block of Rs. 7 lacs and
 accumulated depreciation of Rs. 2 lacs was reclassified to buildings.
 
 h.  Plant and machinery includes Rs. 82 lacs (Previous year: Rs. 82
 lacs) worth of equipment''s acquired under UNIDO grant scheme.  i.  Gross
 block of the building includes Rs. 3,030 lacs (Previous year: Rs. 3,030
 lacs) [revalued] pertaining to the purchase of office premises for
 which the Company holds right of occupancy and possession. The same is
 pending conveyance in favor of the Company.
 
 3. Employee benefits
 
 A.  Defined contribution plan - provident fund and superannuation fund
 
 Provident Fund is a defined contribution scheme established under a
 State Plan. The contributions to the scheme are charged to the
 statement of profit and loss in the year/period when the contributions
 to the funds are due.
 
 Superannuation Fund is a defined contribution scheme and contributions
 to the scheme are charged to the statement of profit and loss in the
 year/period when the contributions are due. The scheme is funded with
 an insurance company in the form of a qualifying insurance policy.
 
 B.  Defined benefit plans - gratuity
 
 The Company has a defined gratuity plan. Every employee who has
 completed five years or more of service gets a gratuity on post
 employment at 15 days salary (last drawn salary) for each completed
 year of service as per the rules of the Company. The aforesaid
 liability is provided for on the basis of an actuarial valuation made
 at the end of the financial year. The scheme is funded with an
 insurance company in the form of qualifying insurance policy.
 
 f.  Others
 
 i.  As at 30 September 2012, the term loans of Rs. 4,228 lacs (Previous
 year: Rs. 8,324 lacs) from financial institutions taken by SD Agchem
 (Europe) N.V. is guaranteed by the corporate guarantee of Punjab
 Chemicals and Crop Protection Limited, the ultimate holding company of
 the group.
 
 
                                                      (Rs. in Lacs)
 
 4. Contingent liabilities               30 September 
                                          2012          31 March 2011
 
 Claims against the company not 
 acknowledged as debts
 
 Excise duty matters in dispute or 
 under appeal                                   66            149
 
 Income Tax matters in dispute or 
 under appeal                                  965             61
 
 Demand raised by Sales Tax Authorities         11             11
 
 Labor laws matters in dispute or 
 under appeal                                    8              9
 
 Demand raised by previous land owners         404            327
 
 Other Claims                                   -               6
 
 Bills of exchange discounted                   -             324
 
 Corporate guarantee given on behalf of 
 the subsidiary companies                     4,228         8,324
 (revalued at closing exchange rates)
 
 
 [Includes Corporate Guarantee given to State Bank of India of Rs. 509
 lacs (Previous year: Rs. 446 lacs) which is also secured by a first
 charge on the entire fixed assets (including immovable property) of the
 company].
 
 The Company shall indemnify the damages to the Managing
 Director/Directors in case their personal guarantees are invoked in
 respect of loans, backed by their personal guarantees.
 
 5A. Amalgamation of Parul Chemicals Limited with the Company (during
 the year ended 31 March 2011)
 
 a) The scheme of arrangement (the Scheme) pursuant to section 391 to
 394 read with section 78 and 100 to 103 of the Companies Act, 1956, for
 financial restructuring of the Company and amalgamation of the
 erstwhile Parul Chemicals Limited (PCL) (hereinafter referred to as
 ''Transferor Company'') with Punjab Chemicals and Crop Protection Limited
 (PCCPL) (hereinafter referred to as ''Transferee Company''), approved by
 the members at a court convened meeting of PCCPL and as approved by the
 members of PCL, was subsequently sanctioned by the Humble High Courts
 of Punjab & Haryana at Chandigarh and High Courts of Gujarat at
 Ahmedabad vide orders dated 11 March 2011 and 23 March 2011
 respectively. Consequently upon the aforesaid approval, the assets and
 liabilities of PCL were transferred to and vested in the Company with
 retrospective effect from 1 April 2009 (the Appointed date). The Scheme
 was accordingly given effect to in the accounts for the year ended 31
 March 2011.
 
 b) Parul Chemicals Limited (PCL), (the amalgamating company) was
 engaged in Pesticides formulation having plant at Vadodara.
 
 c) The arrangement was accounted for under the pooling of interest
 method referred to in Accounting Standard 14- Accounting for
 Amalgamation, as prescribed by the Scheme. Accordingly the assets,
 liabilities and other reserve of PCL as on 1 April 2009 were aggregated
 at their book value as specified in the Scheme. The investment in the
 equity share capital of the PCL as appearing in the books of the
 Company were cancelled and consequently a similar amount reduced from
 the General Reserve Account of the Company.
 
 d) Pending approval of the Scheme, the accounts of PCL for the year
 ended 31 March 2010 were finalized as a separate entity. The loss after
 tax of Rs. 28 lacs incurred by PCL for the period from 1 April 2009 to
 31 March 2010 was adjusted in the statement of profit and loss of the
 Company for the year ended 31 March 2011.
 
 e) The difference between the amount recorded as share capital to be
 issued by the Company as consideration for the merger and the amount of
 share capital (excluding the share capital held by the Company) of the
 PCL has been adjusted in the General Reserve Account of the Company in
 accordance with the scheme.
 
 f) 69,293 Equity Shares of Rs 10/- each fully paid up were to be issued
 to the equity share holder of the erstwhile PCL whose names are
 registered in the register of members on record date, without payment
 being received in cash. Pending allotment, the face value of such
 shares were shown as Equity Share Suspense as at 31 March 2011. The
 company has since allotted the shares on 11 May 2011.
 
 g) All the employees of PCL in service on the effective date became the
 employees of the Company with effect from the Appointed Date without
 any break, discontinuance or interruption in their service and on the
 basis of continuity of service. The terms and conditions of their
 employment was not less favorable than those subsisting with reference
 to PCL as at the effective date. For the purpose of payment of any
 compensation, gratuity and other terminal benefits, the past service of
 such employees with PCL was taken into account and the Company would
 pay the same to such employees as and when due and payable.
 
 5B. Financial restructuring of the Company (during the year ended 31
 March, 2011)
 
 a) Further as per the Scheme, the company had also formulated a scheme
 of financial restructuring to deal with various costs associated with
 its organic and inorganic growth plan including debt finance cost,
 impairment of product registration. Accordingly, upon the Scheme
 becoming effective, certain fixed assets of the Company were reinstated
 at their respective fair values on the basis of the report of valuer
 appointed by the Company. Consequently, such reinstatement adjustment
 was credited to Business Reconstruction Reserve Account (BRR) of the
 Company.
 
 b) The Scheme further provided that the aggregate amount under the BRR
 created by way of revaluation of fixed assets would be utilised, to the
 extent considered necessary and appropriate by the Board of Directors
 of the Company from time to time, to adjust certain expenses and
 project cost as mentioned in the Scheme until the balance is available
 in the BRR account.
 
 c) Accordingly in terms of the Scheme, the Company had revalued its
 assets comprising of Land and Building and the resultant surplus
 aggregating Rs. 10,673 lacs was credited to BRR. The BRR has been
 utilized towards the following expenses as per the aforesaid scheme:
 
 The BRR has been utilized towards the following expenses incurred till
 year ended 31 March 2011:- , 
 
 1. Incremental depreciation aggregating Rs. 499 lacs the year ended 31
 March 2010 and 31 March 2011 on land and building on account of
 revaluation;
 
 2.  Other finance & professional charges related to loan restructuring
 amounting to Rs. 343 lacs;
 
 3.  Fixed assets and capital projects written off aggregating to Rs.
 2,224 lacs;
 
 4.  Provision of non-recoverable account receivable and obsolete
 inventory of Rs. 184 lacs related to PCL;
 
 5.  Expenses as deemed appropriate by the Board of Directors on account
 of unabsorbed production overheads due to underutilization of
 production capacity and interest & finance expense. These expenses
 comprise of Payroll expenses Rs. 1,804 lacs, depreciation Rs. 463 lacs,
 power & fuel Rs. 1,529 lacs, Repair & Maintenance Rs. 201 lacs and
 interest & finance expenses amounting to Rs. 2,268 lacs;
 
 6.  Expenses incurred in connection with the Scheme implementation or
 purposes mentioned there in aggregating to Rs. 19 lacs; and The BRR has
 been utilized towards the following expenses incurred till year ended
 31 March 2012:-
 
 7.  Provision for diminution other than temporary in value of
 investments in S D Agchem (Europe) N V amounting to Rs. 1,139 lacs on
 account of sale of its step down subsidiary Agrichem BV during the year
 ended 30 September 2012. (also refer note 33C)
 
 5C.  Diminution in value of investments
 
 During the current financial period, the wholly owned subsidiary of the
 Company, S. D. Agchem Europe NV sold its entire investments in equity
 shares in its step down subsidiary S. D. Agchem Netherlands BV.
 Further, significant operational losses has been incurred in another
 step down subsidiary Synthesis Qi mica SAIC which coupled with losses
 arising from sale of S. D. Agchem Netherlands BV resulted in
 substantial erosion of the net worth of S. D. Agchem Europe NV and
 accordingly the company has made a provision of Rs 3,501 lacs for
 diminution other than temporary in value of investments in S. D. Agchem
 Europe NV. This provision to the extent of Rs 1,139 lacs has been
 adjusted against Business Reconstruction Reserve in accordance with
 scheme of arrangement (the scheme) for restructuring and amalgamation
 of erstwhile Parul Chemicals Limited sanctioned by Humble high courts
 of Punjab and Haryana and High court of Gujarat vide orders dated 11
 March 2011 and 23 March 2011 respectively. The balance amount of Rs
 2,362 lacs has been charged to statement of profit and loss and
 considered as exceptional item. Had the aforesaid treatment of the
 scheme not been given, the net loss before and after tax for the year
 would have been higher by Rs 1,139 lacs.
 
 5D.  Remuneration to Key Managerial Personnel
 
 The Company has paid remuneration amounting to Rs. 52 lacs to directors
 appointed during the current financial period. As the Company is in i
 default in repayment of debts and interest thereon for continuous
 period of thirty days in the preceding financial year, it requires
 prior approval of the Central Government, as specified in Schedule XIII
 of the Companies Act, 1956, for such remuneration. The Company has made
 applications in this regard to the Central Government for
 regularization of conditions specified in Schedule XIII.
 
 5E.  Corporate Debt Restructuring
 
 The Company has obtained an approval for the Debt Restructuring from
 the Corporate Debt Restructuring Empowered Group (''CDR EG'') in June,
 2012. The Company has obtained formal Letter of Approval dated 3 August
 2012 from the CDR EG incorporating attendant terms and conditions and
 the Master Restructuring Agreement has been executed on 28 September
 2012. The effective date for restructuring is 1 July 2011. The salient
 features of CDR are as follows:
 
 (a) Repayment of Term Loans has been restructured over 40 quarterly
 installments, commencing 30 September 2011. The interest rates has been
 restructured @ 10.75% p.a. for the period ended 30 September 2012 and
 thereafter at varying rates linked to Monitoring Institutions'' base
 rate;
 
 (b) Working Capital Demand Loan has been converted to Working Capital
 Term Loan with following terms:-
 
 Rs. 5,000 lacs carrying interest @ 8% p.a. and to be repaid in full
 till 30 September 2012. for which the Company is in under discussion
 with the lenders to renegotiate the terms of repayment by offering
 certain alternate assets for disposal to repay the WCTL. The Company is
 awaiting for such approval based on which the Company will repay WCTL
 to the bankers as per the CDR scheme , and Repayment of remaining
 amount has been restructured over 40 quarterly installments, commencing
 30 September 2011. The interest rates have been restructured @ 8% p.a.
 for the period ended 30 September 2012 and thereafter at varying rates
 linked to Monitoring Institutions'' base rate;
 
 (c) Cash Credit Facility has been converted to Working Capital Term
 Loan carved to the extent of Rs. 4,495 lacs and the balance amount has
 been carved out as fund based working capital facility with following
 terms:-
 
 Repayment of Rs. 3,315 lacs has been restructured over 40 quarterly
 installments, commencing 30 September 2011. The interest rates have
 been restructured @ 8% p.a. for the period ended 30 September 2012 and
 thereafter at varying rates linked to Monitoring Institutions'' base
 rate, Repayment of Rs. 1,180 lacs has been restructured over 37
 quarterly installments, commencing 30 June 2012. The interest rates
 have been restructured @ 8% p.a. for the period ended 30 September 2012
 and thereafter at varying rates linked to Monitoring Institutions'' base
 rate, and Remaining amount has been carved out as fund based working
 capital facility based on the drawing power of the Company as at 31
 March 2012 carrying interest @ 10.75% p.a. for the period ended 30
 September 2012 and thereafter at varying rates linked to Monitoring
 Institutions'' base rate; and
 
 (d) Conversion of accrued interest upto June, 2013, into a Funded
 Interest Term Loan (FITL) repayable in 32 quarterly installments
 commencing 30 September 2013. The interest rates have been restructured
 @ 8% p.a. for the period ended 30 September 2012 and thereafter at
 varying rates linked to Monitoring Institutions'' base rate.
 
 The effect of above Scheme has been considered in the accompanying
 financial statements as follows:
 
 (a) Interest Cost has been considered at 8% - 10.75% p.a. for the
 Working Capital Term Loans, Term Loans and Fund-based Working Capital
 Facility, and
 
 (b) Reclassification of Working Capital Term Loans carved out from Cash
 Credit and Working Capital Demand Loans to Term Loans as per the
 aforesaid Scheme.
 
 In addition to above as per the Scheme promoters will contribute Rs.
 2,000 lacs from their own sources.
 
 The Company in the process of creating security for securing
 restructured debt as per the Scheme as follows:-
 
 (a) First pari passu charge on the fixed assets and current assets of
 the company
 
 (b) First pari passu charge on additional securities like premises at
 Delhi, Sikindrabad and Ahmadabad and Industrial land at Tarapur and
 Chiplun by the company.
 
 (c) Personal guarantee of Mr. Shalil Shroff.
 
 (d) Pledge of entire promoter''s shareholding (excluding 150,000 shares
 exclusively charged to SBI) or 51% of the paid up capital of the
 Company whichever is lower with the CDR lenders
 
 (e) Subservient charge on the assets of Parul Chemicals in addition to
 the exclusive charge of Indian Overseas Bank.
 
 (f) Security provided to State Bank of India, Antwerp for credit
 facilities extended to company''s subsidiary S D Agchem (Europe) NV,
 viz., by way of charge on the fixed assets of the company to be
 appropriately incorporated in the security documents, and
 
 (g) 150,000 shares of the Company exclusively pledged to State Bank of
 India.
 
 6.  Details of dues to micro and small enterprises as defined under
 the MSMED Act, 2006 Based on the information available with company as
 at year end there are no dues outstanding to the suppliers who are
 registered as micro and small enterprises registered under The Micro,
 Small and Medium Enterprises Development Act, 2006.
 
 7.  Previous year figures
 
 a) With effect from current financial period, the Company has changed
 its accounting year from year ended 31 March to period ended 30
 September.  Accordingly, these financial statements are prepared for a
 period of eighteen months from 1 April 2011 to 30 September 2012.
 Hence, the figures for current accounting period are not comparable
 with those of the previous accounting year.
 
 b) Till the year ended 31 March 2011, the company was using pre-revised
 Schedule VI to the Companies Act 1956, for preparation and presentation
 of its financial statements. During the period ended 30 September 2012,
 the Revised Schedule VI notified under the Companies Act 1956, has
 become applicable for the company. The company has reclassified
 previous year figures to conform to this year''s classification.
Source : Dion Global Solutions Limited
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