1. Background
Vikas WSP Limited was promoted in the year 1988 under the name and
style of Vikas Gum Mills Private Limited and subsequently the name was
changed to Vikas WSP Limited in the year 1992. The Company is an agro
based Company registered as 100% Export Oriented Unit with Secretariat
of Industrial Approval, Ministry of Commerce and Industry, Government
of India, for the manufacture of Guar Gum (pulverized) and its
derivatives.
2. Segment reporting disclosure per Accounting Standard 17 Segment
Reporting as specified in Rule 3 of Companies (Accounting Standard)
Rules, 2006, is not applicable since the Company primarily operates
within single primary segment of manufacture of guar gum powder and a
single geographical segment.
3. Debts due from a company under the same management within the
meaning of Section 370(1-B) of the Companies Act, 1956:
4. Related party disclosures
Related party and nature of related party with whom transactions have
taken place during the year
i) Key management personnel and their relatives (KMP)
Mr. B. D. Agarwal - Managing Director
Mr. Megh Raj Jindal - Director
Mrs. Bimla Devi Jindal - Director
ii) Entities controlled by KMPs
Vikas Granaries Limited
Vikas Chemi Gums (India) Limited
Vikas Dall and General Mills (Partnership firm)
iii) Entities over which significant influence is exercised by the KMPs
Vegan Colloids Limited
5. Charges on the secured loan:
a) During the year, the Company has obtained a packing credit limit and
foreign documentary bill purchase/ discounting facility of Rs. 150,000
each from Punjab National Bank secured by hypothecation of inventory,
demand bill accompanied by invoice and bill of lading evidencing
shipment of goods and mortgage of immoveable assets of the Company at
B-86/87 Udyog Vihar, RIICO Industrial Area, Sri Ganga Nagar.
Mr. Meghraj Jindal, Mrs. Bimla Devi Jindal and Mr. B.D. Agarwal, the
promoters and directors of the Company have also provided their
personal guarantees.
b) During the previous year, the Company had obtained secured loan for
general corporate purposes including capital expenditure for expansion
projects and augmentation of long term working capital of Rs. 800,000
(sanctioned amount) from IFCI Limited secured by exclusive charge and
mortgage on all moveable and immoveable fixed assets of the Company
situated at Plot no. E-255 to 257 in RIICO Industrial Area and Plot no.
F-92 in Udyog Vihar, Sri Ganga Nagar.
Mr. B.D. Agarwal, Mrs. Bimla Devi Jindal and Mr. Megh Raj Jindal, the
promoters and directors of the Company have pledged their entire
shareholding aggregating to 20,346,000 equity shares of Re 1 each and
have also provided their personal guarantees.
All the promoters and their relatives have pledged their entire
shareholding in Vikas Granaries Limited (Companies under the same
management) aggregating 12,340,000 equity shares of Rs. 10 each.
Out of the above, the total draw down amount of loan aggregates to Rs.
725,000 and the principal and interest amount outstanding as on 31
March 2011 is Rs. 618,523 and Rs. 24,105 respectively.
c) During the previous year, the Company had obtained packing credit
limit of Rs. 150,000 from IFCI Factors Limited secured by exclusive
charge and mortgage on all immoveable fixed assets situated at Plot No
229 in Chandisar Industrial Estate, Palanpur, Dist. Banaskantha,
Gujarat.
These assets are owned and controlled by Vikas Granaries Limited, which
is a related party covered as an entity controlled by KMPs.
d) The demand loan of Rs. 3,399 (previous year Rs. 9,138) obtained from
Union Bank of India is secured against the fixed deposits (pledged)
with the bank.
6. The management has initiated the process of identifying enterprises
which have provided goods and services to the Company and which qualify
under the definition of micro and small enterprises, as defined under
Micro, Small and Medium Enterprises Development Act, 2006. The Ministry
of Micro, Small and Medium enterprises has issued an office Memorandum
dated 26 August 2008 which recommends that the Micro and Small
enterprises should mention in their correspondence with its customers
the entrepreneur''s Memorandum number as allocated after filing of the
Memorandum. The Company has not received any claim for interest from
any supplier under the said Act.
7. Commitments and contingent liabilities
a) Firm capital commitments
Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) is Rs. 28,360 (previous
year Rs Nil).
b) Corporate guarantees provided
The Company has given guarantees aggregating Rs. 300,000 (previous year
Rs Nil) to banks on behalf of others. As at 31 March 2011, the
contingent liabilities under these guarantees amounts to Rs. 300,000
(previous year Rs. Nil).
c) Claims against the Company not acknowledged as debts in respect of
Income tax matters, under dispute
The Additional Commissioner of Income Tax, Bhiwani (''the Assessing
Officer'') had raised an additional demand of Rs. 849 for the Assessment
Year 1995-96 and interest thereon of Rs. 2,223. The Company filed an
appeal against the order passed by the Assessing Officer with the
Commissioner of Income Tax (Appeals), Karnal. The Commissioner of
Income Tax (Appeals) decided the matter in favour of the Company by
setting aside the order passed by the Assessing Officer. Subsequently
the Income Tax Department filed an appeal against the order of CIT
(Appeals) in the Income Tax Appellate Tribunal (''the ITAT''), New Delhi
which was accepted by the ITAT. Aggrieved by the order of ITAT, the
Company has filed an appeal with the Hon''ble High Court of Punjab &
Haryana (''the Hon''ble High Court''). The matter is currently pending
before the Hon''ble High Court.
8. Share based compensation
In accordance with the Securities and Exchange Board of India (Employee
Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 and the guidance note 18 - Employee share Based Payment issued
by the Institute of Chartered Accountants of India the following
information relates to the stock option granted by the Company in the
2008-09 and exercised in the previous year.
The Company''s Employee Stock Option Schemes known as VESOP - Vikas
Employees Stock Option Plan - 2007 (''the scheme'') provides for the
grant of stock options (''the Options'') to eligible employees and
independent directors of the Company. The scheme is administered by the
Compensation Committee (''the Committee'') of the Board of Directors of
the Company. The options are granted on the basis of performance and
the grade of the employee. The options are granted at the discretion of
the committee to select employees depending upon certain criterion.
The scheme limits the maximum grant of 52,000 options to an employee in
any given year. As per the scheme the grant price or exercise price of
options will be the face value of its equity shares at Re.l each.
The Company had granted 1,450,000 shares during the year 2008-09.
However, 10,000 shares lapsed during the previous year since they were
not exercised prior to the expiry date which was 6 months from the
vesting date in the previous year.
9. The Company''s shareholders had approved a dividend @ 50% in their
meeting dated 30 September 2009. On pretext of a claim filed by one of
the Company''s bankers (SBBJ) with Debt Recovery Tribunal (DRT), Jaipur
against the Company, an interlocutory order was passed on 6 October
2009 restricting the payment of dividend declared by the Company on 30
September 2009. The Company filed a counter-claim against the
interlocutory order of the DRT claiming relief under the provisions of
Uniform Customs and Practices for Documentary Credits 500 for which DRT
Jaipur disposed off the original application no. 26/2009 and gave its
final order in favour of the Company vide order dated 22 July 2010.
Meanwhile, SBBJ received the entire payment and issued a ''No Objection
Certificate'' on 8 May 2010. The Company was ordered to pay out the
dividend within two months from the date of order.
However, the Company further filed an appeal with the DRT Delhi for
claim of damages along with an application for condonation of delay in
filing the appeal against the order of DRT Jaipur dated 22 July 2010.
DRT Delhi passed an order dated 12 November 2010 condoning the delay
and put a stay on the order of DRT Jaipur. Further, it restrained the
Company from distributing any dividend till further order.
In the final hearing held on 8 December 2010, DRT Delhi ordered the
Company to pay off the dividend which it eventually paid out in three
tranches on 22 December 2010, 23 December 2010 and 1 January 2011.
The Company had also declared dividend for the financial year 2009-10
in its Annual General Meeting held on 28 September 2010. This dividend
was outstanding as at the balance sheet date which the Company has paid
out in four tranches on 5 April 2011, 6 April 2011, 27 May 2011 and 30
May 2011.
- Does not include provision for gratuity, since the amounts have been
ascertained for the Company as a whole.
10. The Company has given a corporate guarantee in respect of a loan
of Rs. 100,000 taken by a public company during the current year from
the bank, in which directors of the Company were interested as
directors. Based on an evaluation by management, it appears that
management inadvertently did not obtain the requisite approval of
Central Government before entering into such transactions as required
under section 295 of the Companies Act, 1956. The Company is in the
process of taking necessary corrective action in this regard.
11. On 15 May 2009, the Company entered into a term loan agreement
with IFCI Limited (the lender) for a term loan amount of Rs 800,000
(sanctioned amount). As per the loan agreement, the loan was repayable
in 20 equal quarterly instalments along with interest. The loan was
secured against assets of the Company situated at plot E 255-257 and F
92 in the RIICO Industrial Area in Sri Ganganagar (pledged assets).
The Company defaulted in repayment of its dues starting from the
instalment due on 15 August 2010. The table below summarises the
amounts due along with the dates of repayment made by the Company.
The lender issued a letter dated 7 April 2011 to Recall the loans in
view of the continuous defaults committed by the Company in payment of
principal, interest and other moneys along with terms and conditions to
comply with. Accordingly, the lender classified the Company''s account
as a non-performing asset on 7 April 2011. Further, the lender took
symbolic possession of the assets of the Company under section 13(2) of
Chapter III of The Securitisation and Reconstruction of Financial
Assets and Enforcements of Security Interest Act, 2002 on 27 June
2011.
As part of the recovery proceedings, the lender officials sought
possession of the fixed assets of the Company situated at E 255-257 and
F 92 in the RIICO Industrial Area in Sri Ganganagar, which were pledged
against the loan, vide a possession notice dated 27 June 2011.
Additionally, the lender published a sale notice, dated 7 July 2011 in
a local newspaper, in respect of the fixed assets of the Company
situated at E 255-257 and F 92 in the RIICO Industrial Area in Sri
Ganganagar, which were pledged against the loan.
In response to the actions of the lender, the Company filed an
application against the lender in the Debt Recovery Tribunal - II,
Delhi (DRT) on 6 July 2011 stating that the Company will clear all
dues with interest by 30 September 2011 and requested to reclassify the
account as ''standard''. DRT vide its order dated 8 August 2011, set
aside the proceedings initiated by the lender and directed the
management to clear the overdues along with interest, as per the
original repayment schedule by 30 September 2011.
Management has repaid all overdue installments along with interest by
30 September 2011 in accordance with the directives of the DRT and
accordingly, the lender has reclassified the Company''s account as a
''standard account''.
12. In accordance with the terms of settlement with financial
institution as discussed in note 16 above, the reschedulement
arrangements have also been reached with the financial institution for
its export packing credit facilities. As per the reschedulement
arrangement, an understanding has been reached to make the payment to
the said financial institution of its dues in 12 monthly instalments
commencing 10 September 2011.
13. The Company has given a corporate guarantee in respect of loans
aggregating Rs 100,000 disbursed by public sector bank as per the
scheme of crop loan under tie up arrangement with the Company. The
Company acts as business facilitator in disbursement of the credit
facilities sanctioned to the farmers so that it is able to procure and
purchase organic guar from such farmers.
Under this scheme, the Company is required to identify eligible
farmers, who are represented collectively in groups designated as joint
liability group (JLG). JLGs receive the loan amount from bank which is
transferred to an escrow account of the Company maintained with the
bank for further disbursal to the farmers.
During the year, funds aggregating to Rs. 99,520, obtained under the
said scheme were transferred to the Company''s account. These funds,
during the year itself, were subsequently paid to the JLG''s accounts.
The Company believes that such arrangement has not resulted in any non
compliance with any of the provisions of the Companies Act, 1956.
Further, the individual group leaders have agreed to indemnify the
Company in all respect against any liability. |