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-0.13 (-6.84%)| Notes to Accounts | Year End : Mar '12 |
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 ,£.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. |
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| Source : Dion Global Solutions Limited | |
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