Mar 31, 2013
1 NON CURRENT INVESTMENTS
Particulars a Trade Investments
Long Term Investment in Equity Instruments (At Cost) 880000 Shares of
Girdharilal Sugar And Allied Industries Limited(associates) of Rs. 10/-
fully paid up (quoted) (Market Value Rs.8659200/- Previous year
9662400/-)
b The Company values its Raw Material at cost on FIFO basis. Finished
goods are valued at cost or net realisable value whichever is lower and
other items at cost.
2 TRADE RECIEVABLES
a Outstanding for a period exceeding 6 months from the due date
3 LEASES
In respect of Accounting Standard AS-19 "Lease" issued by the Institute
of Chartered Accountants of India which is mandatory w.e.f. 01/04/01
and is applicable to all leased assets for which lease commence on or
after 01/04/01, the company has not so far taken any assets on finance
lease during the year. In respect of operating lease for premises
(Office, factory, Godown etc.), the leasing arrangements which are not
non-cancellable range between 11 months and 5 years generally or
longer, and are usually renewable by mutual consent on mutually
agreeable terms. The aggregate lease rental payable are charged as rent
under the head "office and administrative expenses".
4 EMPLOYEE BENEFIT
a The company has provided its Defined Benefit Plans liability towards
Gratuity based on the simple calculation provided under the Gratuity
Act. The Company has determined liability as required as per revised
AS-15, which was mandatory w.e.f. 01/04/2007. However, Additional
Liabilities if any will be provided later on. The quantum of Addition
liability if any at present uncertainable.
b As the Company has not separately invested any of his hence the
change in Assets if any have also been not provided/adjusted.
c Disclosures as required by revised AS-15 have also not been given in
view of notes (a) & (b) above.
5 CONTINGENT LIABILITY / COMMITMENTS
Particulars 31.03.2013 31.03.2012
Contingent Liabilites
Claims Not Acknowledged Debt 0 0
Guaranty Given by Company 1015890 1015890
Sales Tax Demand in
Appeal/Revision 37316825 24694662
Excise Duty in Appeal 818153 1118153
Commitments 0 0
6 In the opinion of the Board, the current assets on Realisation in
the ordinary course of business have a value at least equal to the
amount at which these are stated and the provisions for known
liabilities are adequate.
7 Sundry Debtors, Creditors and Advance account balances are subject
to confirmation.
8 a)The Company has been declared as a sick industrial company by BIFR
u/s 15 of the Sick Industrial Companies (Special Provision) Act, 1985.
The revival scheme which is subject to further modification has been
implemented and the effect of restructure of the company has been given
in the accounts. In view of the foregoing accounts of the company have
been prepared as going concern basis.
b) In terms of Revival Package submitted by the Operating Agency and
approved by Hon''ble AAIFR the promoters has earlier brought in a
contribution of Rs.247 lacs towards the revival of the company.
Besides, the Promoters had brought in an additional contribution of
Rs.100 lacs for making payment to Canara Bank towards reduction of
their liabilities. Such contribution has to be interest free as per the
Package. Accordingly, no interest has been provided during the year
also on such unsecured loans of Rs.347 lacs (Prev.year Rs.347 lacs)
towards Promoter''s contribution in terms of Revival Package.
9 PREVIOUS YEAR FIGURES
Previous Year Figures have been regrouped wherever necessary.
Mar 31, 2012
Corporate Information
The company is a public limited company, incoporated on 05/11/1973. The
Registered Office and industrial Unit of the company is situated at
Industrial Area No. 1, Dewas (M.P.). The Corporate office is situated
at 107,Chetak Centre, 12/2 R.N.T.Marg,Indore (M.P.). The company is
having a Soya Solvent Plant, an edible oil Refinery and a dairy plant
at Dewas near Indore. Due to unfavourable scenerio in business, the
company has incurred losses. The company is presently a sick company
duly registered with B.I.F.R. As its net worth is negative.
Basis of Preparation
These financial statements are prepared in accordance with Indian
Generally Accepted Accounting Principles (GAAP) under the historical
cost convention on the ac- crual basis except for certain financial
instruments which are measured at fair values. GAAP comprises mandatory
accounting standards as prescribed by the Companies (Accounting
Standards) Rules, 2006, the provisions of the Companies Act, 1956 and
guidelines issued by the Securities and Exchange Board of India (SEBI).
Account- ing policies have been consistently applied except where a
newly issued accounting standard is initially adopted or a revision to
an existing accounting standard requires a change in the accounting
policy hitherto in use.
a Terms / Rights Attached to Shares i Equity Shares
The Company has only one class of Equity shares having a par value of
10/-. 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 Direc- tors is subject to the approval of the
shareholders in the ensuing Annual General Meeting.
During the Year Ended 31st March 2012 the amount per share dividend
recognized as distributions to eq- uity shareholders was Rs.nil( For
31sr March 2011 was Rs nil)
In the event of liquidation of the Company, the hold- ers of equity
shares will be entitled to receive any of the remaining assets of the
company, after distribu- tion of all preferential amounts. The
distribution will be in proportion to the number of equity shares held
by the shareholders, d There is no holding / ultimate holding company.
e Terms and Conditions of Borrowings I) Loans from Related parties
includes
1) A sum of Rs.24700000/- received in past towards promoters
contribution in terms of Revival package approved by AAIFR and is
interest free.
ii) A sum of Rs. 120000000/- received from Girdharilal Sugar and Allied
Industries Ltd. Who has made an application to the state govt.in
April,2011, for making strategic investment in our company under the
provi- sions of new Industrial Policy of the State Govt, with an
intention to pursue soya and Dairy business. The said company is
awaiting approval from the state govt. Interest, therefore, has not
been provided on such loan.
iii) A sum of Rs. 40000000/- received from Vertex In- vestment P. Ltd.
On which interest is payable @ 12%p.a. The Loan is repayble only after
more than 12 months, in terms of mutual understanding between the
parties.
2) Loan of Rs. 10000000/-was received in past from other party towards
Revival Package approved by AAIFR and is Interest free.
3) i) Deferred Payment Liabilities represent net aggre- gate amount of
Commercial Taxes (Sales tax,Vat,Entry tax etc.) liabilities Deferred by
the company,being a Sick Industrial unit,in terms of Rehabilitation
Package approved by B.I.F.R., and as per Policy Package of the Stat
Govt.
ii) The commercial Tax Dept, of State Govt, has crated a Lien on the
Fixed Assets of the company situated at dewas (M.P.),to secure amount
of Deferred commer- cial Tax payable by the company, e Default in
payment of Borrowings (Deferred Payment Liabilities - Sales
Defferement)
The Company claims that the deferred commercial tax liability of a
particular year is payable by the company after 10 years in terms of
Deferrment Rules ,1986 framed by the state govt. Accordingly, net
aggregate Deferred commercial Tax liability of Rs. 108224097/- for the
period from April 2003 onwards has been shown under Long term
borrowings and balance amount of Rs. 39187114/- has been shown as
current liability,being net aggregate amount of Deferred Tax Liability
payable till March,2003. The Commercial Tax Department,however, is of
the opinion that the entire amount of Deferred commercial Tax is
already due and payable by the company and has raised demand on the
company for the same which has been suitably defended by the company in
the High court bench of Madhya Pradesh.
d Terms and Conditions of Borrowings
I) Working Capital Loan from Bank is secured against hypothication of
Current Assets. Further the Loan is guranteed by guarantee of Rajesh
Agrawal, Director of the company. The Interest on the loan is payable @
PLR Rate of the Bank.
ii) Interest on short Term Loan from one of the Related Parties (Vertex
Investment P.Ltd.) and Other Party is payable @ 12%p.a. The Loan is
repayble on Demand.
iii) Interest on short Term Loan from one of the related parties
(Girdharilal Sugar And Allied Industries Ltd.) has not been provided
(Refer note no.4 d l(ii)). The Loan is repayable on demand.
# a. Debentures are secured by mortgage of Land situated in Gujrat and
immovable Property at Dewas (MP) and floating charges on all the assets
of the company save and except immovable prorerty.
b. The Company had earlier converted 13.5% Secured Convertible
Debenture into Equity Shares based on the consent from the Debenture
Holders as per provision of Companies Act and various approvals
received from the appropriate authorities at that time. The Company
had already reminded the remaining Debenture Holders to surrender
original Debenture Certificate and to get the refund of their money
from the Company. As on 31/03/2012 Debenture to the extent of Rs,84.77
lacs (net of call in arrears) are due for redemption, for which company
is trying to pay-off as soon as the formalities of the redemption are
complied by the Debenture Holders.
C. As per provisions contained in Section 205C of the Companies Act,
1956, the Company may be required to transfer amounts lying in few
Accounts to Inves- tors Education and Protection Fund". However, the
Board is of the view that in respect of matured Debentures and interest
due thereon amounting to Rs.99.03 lacs (Prev. Year Rs.99.03 lacs) as
advised by Debenture Trustees (Canara Bank), the Company had approached
Department of Company Affairs, Govt, of India, Ministry of Finance &
Company Affairs, New Delhi, seeking exemption from the provisions of
Section 205C of the Companies Act, 1956, in view of the Company having
been declared a "Sick Company" and its Revival Package has already been
approved by BIFR. In the Revival Package, BIFR had issued direction to
pay the outstanding amount of Debenture holders in a phased manner till
13/05/2009. The said Revival Package is under further modification as
per direction of BIFR. In the said modified package, the dues of
Debenture holders including interest thereon, has been proposed for
repayment in a phased manner till 31/03/2014. The said modified Revival
Package has been submitted by the bank to BIFR for their approval.
Besides above, as per the advise of Department of Company Affairs, New
Delhi vide its letter dated 10/04/2003, the Company had approached BIFR
to issue necessary direction for giving exemption to the Company from
the Provisions of Section 205C of the Companies Act, 1956. The company
is awaiting suitable direction in this regard.
2 LEASES
In respect of Accounting Standard AS-19 "Lease" issued by the Institute
of Chartered Accountants of India which is mandatory w.e.f. 01/04/01
and is applicable to all leased assets for which lease commence on or
after 01/04/01, the company has not so far taken any assets on finance
lease during the year. In respect of operating lease for premises
(Office, factory, Godown etc.), the leasing arrange- ments which are
not non-cancellable range between 11 months and 5 years generally or
longer, and are usually renewable by mutual consent on mutually
agreeable terms. The aggregate lease rental payable are charged as
rent under the head "office and administrative expenses".
3 EMPLOYEE BENEFIT
a The company has provided its Defined Benefit Plans liability towards
Gratuity based on the simple calcula- tion provided under the Gratuity
Act. The Company has determined liability as required as per revised
AS- 15, which was mandatory w.e.f. 01/04/2007. How- ever, Additional
Liabilities if any will be provided later on. The quantum of Addition
liability if any at present uncertainable.
b As the Company has not separately invested any of his liability of
Gratuity in any specific Govt. Bonds/ Securities, hence the change in
Assets if any have also been not provided/adjusted.
c Disclosures as required by revised AS-15 have also not been given in
view of notes (a) & (b) above.
4 CONTINGENT LIABILITY /COMMITMENTS
Particualrs 31.03.2012 31.03.2011
Contingent Laibilites
Claims Not Acknowledged
Debt 0 0
Gurantess Given
by Compnay 1015890 1015890
Sales Tax Demand
in Appeal/Revision 24694662 19870744
Excise Duty in Appeal 1118153 1718153
Commitments 0 0
5 In the opinion of the Board, the current assets on Realisation in
the ordinary course of business have a value at least equal to the
amount at which these are stated and the provisions for known
liabilities are adequate.
6 Sundry Debtors, Creditors and Advance account balances are subject
to confirmation.
7 a)The Company has been declared as a sick industrial company by BIFR
u/s 15 of the Sick Industrial Companies (Special Provision) Act, 1985.
The revival scheme which is subject to further modification has been
implemented and the effect of restructure of the company has been given
in the accounts. In view of the foregoing accounts of the company have
been prepared as going concern basis.
b) In terms of Revival Package submitted by the Operating Agency and
approved by Hon'ble AAIFR the promoters has earlier brought in a
contribution of Rs.247 lacs towards the revival of the company.
Besides, the Promoters had brought in an additional contribution of Rs.
100 lacs for making payment to Canara Bank towards reduction of their
liabilities. Such contribution has to be interest free as per the
Package. Accordingly, no interest has been provided during the year
also on such unsecured loans of Rs.347 lacs (Prev.year Rs.347 lacs)
towards Promoter's contribution in terms of Revival Package.
8 PREVIOUS YEAR FIGURES
Till the Year End 31-03-2011 the company was using old Schedule VI of
the Companies Act 1956, for the preperation and presentation of its
Finacial Statements. During the year ended 31-03-2012, the Revised
Schedule VI notified under the Companies Act 1956, has became
applicable to the Company. The Company has reclassified and regrouped
the Previous Year Figures to confirm the current classification.
Mar 31, 2010
1. (a) Issued and subscribed capital includes 75,000 Equity Shares by
capitalization of General Reserves in 1985 and 25,39,420 Equity shares
of Rs.10/- each out of conversion of 13.5% secured convertible
Debenture issued in 1986.
(b) Reserve Bank of India has not permitted despatch of share
certificates of 3 non residents in absence of proof of non resident
Indian status. Necessary steps have already been taken for that.
2) 13.5% Secured Convertible Debentures are secured by mortgage of land
situated in Gujarat & immovable property at Dewas and the floating
charges on all the assets of the Company save and except immovable
property.
3) Credit balance pertaining to refund orders against non allotment of
Equity Shares, Debentures, Interest warrants lying with the bankers are
subject to reconciliations. In the same way Debentures call money
amount is also subject to final reconciliation.
4) Based on the legal opinion the company has not transferred the Share
Premium Reserve Account(Contra) against debit balance of Profit & Loss
Account, however till 31.03.2009 the same was shown as contra items.
5) In the opinion of the Board the current assets on Realisation in the
ordinary course of business have a value at least equal to the amount
at which these are stated and the provisions for known liabilities are
adequate.
6) (a) Depreciation to the extent of Rs. 20,47,880/- (Prev.Year
Rs.18,68,340/-) on Tetra Pack (Soya Milk Division) machine has not been
Provided for the Year. Total unprovided depreciation is
Rs.3,06,89,707/- (Prev.Year Rs.2,86,41,827/-)
(b) Rs. 37,03,215/- (Previous year Rs.37,03,215/-)being extra shift
depreciation on accretion in value of fixed assets on account of
revaluation from 1987 to 31.03.93 has not been provided.
( c) Depreciation on revaluation on Plant & Machinery has been provided
up to 95% of Rs.99,13,911/- on its reduced amount
7) The Company had earlier made provision for diminution in the value
of investments to the extent of Rs.79,20,000/- in order to confirm to
the accounting standard for investments. However now since the book
value of shares of Girdharilal Sugar and Allied Industries Ltd. has
gone up more then its cost price, though shares are not yet started
trading in Stock Exchange, the value of shares as on 31/03/2010 has
been taken at cost price and the provision of Rs.79,20,000/- made
earlier for diminution has been written back.
8) The Company is entitled to Rs. 1,14,20,008/- (Prev.Year Rs.
1,14,20,008/-) as investment allowance on the additions made to the
plant and machinery of the Company during the year 1.04.87 to 31.03*90.
Necessary reserve will be created in the year of taxable profit.
9) (a) The Government of India has issued guidelines dated 14th
Jan,1987 which require Companies raising resources through issue of
debentures to create a Debenture Redemption Reserve. The Company has
been advised that the notification is not applicable to debentures
issued before the date of the said guidelines and therefore no such
reserve has been created.
(b) The company had earlier converted 13.5% Secured Convertible
Debenture into Equity Shares based on the consent from the Debenture
Holder as per provision of Companies Act and various approvals received
from the appropriate authorities at that time. The Company had already
reminded the remaining Debenture Holders to surrender Original Deben-
ture Certificate and to get the refund of their Money from the Company.
As on 31.03.2010 Debenture to the extent of Rs 84.77 Lacs (net of call
in arrears) are due for redemption, for which company is trying to
pay-off as soon as the formalities of the redemption are complied by
the Debenture holders.
10) In view of efforts made by the Company in Realisation of balance
Doubtful Debts & Loans & Advances, provision has not been made for
Doubtful Debts and Loans & Advances to the extent of Rs.42,18,578/-
(previous year Rs.42,18,578/-).
11) Sundry Debtors, Creditors and Advance account balances are subject
to confirmation.
12) In respect of accounting standard AS-19 "Lease" issued by the
Institute of Chartered Accountants of India which is mandatory w.e.f.
01/04/01 and is applicable to all leased assets for which lease
commence on or after 01/04/01, the Company has not so far taken any
assets on finance lease during the year. In respect of operating lease
for premises (Office,Factory.Godwon etc.), the leasing arrangements
which are not non-cancellable range between 11 months & 5 years
generally or longer, and are usually renewable by mutual consent on
mutually agreeable terms. The aggregate lease rental payable are
charged as rent under the head "office and administrative expenses".
13) During the year company has paid/adjusted against Refund
Rs.2,23,94,146/- towards Deferred Sales / Entry Tax liability. The
balance aggregate Deferred Tax liability aggregates to
Rs.14,86,04,218/-(Prev. Year Rs. 17,09,98,364/-) which has been shown
as unsecured loan.
14) Sundry creditors includes Rs.21,80,698/- due to Micro, Small and
Medium Enterprises to whom the company owes dues, which are outstanding
for more than 45 days as at the Balance Sheet date .
Further the Company has neither paid nor payable any interest to any
Micro, Small and Medium Enterprises on the Balance Sheet date.
The above information has been determined to the extent such parties
have been identified on the basis of information available with the
company. This has been relied upon by the Auditors.
15) (a) The company has been declared as a sick industrial company by
BIFR u/s 15 of the Sick Industries Companies (Special Provision) Act
1985. The revival scheme which is subject to further modification has
been implemented and the effect of restructure of the company has been
given in the accounts. In view of the fore going, the accounts of the
company have been prepared as going concern basis.
(b) In terms of Revival Package submitted by the operating agency and
approved by Honble AAIFR the promoters has earlier brought in to bring
in a contribution of Rs.247 lacs towards the revival of the Company.
Besides the Promoters had brought in an additional contribution of
Rs.100 lacs for making payment to Canara Bank towards reduction of
their liabilities. Such contribution has to be interest free as per the
Package. Accordingly no interest has been provided during the year also
on such unsecured loans of Rs.347 lacs (Previous Year Rs.347 lacs)
towards Promoters Contribution, in terms of Revival Package.
16) (a) In the absence of Taxable Income and in view of brought forward
losses and Depreciation no provision for income tax has been made
during the year
(b) In accordance with Accounting Standard- 22 "Accounting for Taxes on
income" issued by The Institute of Chartered , Accountants of India,
which has become mandatory from 1.04.2001, the company has accounted
for Rs24206126/- for the year (Prev.Yr. Rs. 1,18,97,562/-) by debiting
to Profit & Loss Account towards Deferred Tax Assets for the year 2009-
10. The Net Deferred Tax Asset is Rs 11,84,70,608/-.
(Prev.Yr.Rs.9,42,64,482/-)
17. As per provisions contained in Section 205C of the Companies Act,
1956, the Company may be required to transfer amounts lying in few
Accounts to "Investors Education and Protection Fund". However, the
Board is of the view that -
(a) In respect of matured Debentures and interest due thereon amounting
to Rs.99.03 lacs (Prev.Yr.Rs.99.17 lacs) as advised by Debenture
Trustees (Canara Bank), the Company had approached Department of
Company Affairs, Govt, of India, Ministry of Finance & Company Affairs,
New Delhi, seeking exemption from the provisions of Section 205C of the
Companies Act, 1956, in view of the Company having been declared a
"Sick Company" and its Revival Package has already been approved by
BIFR. In the Revival Package, BIFR had issued direction to pay the
outstanding amount of Debenture holders in a phased manner till
13/05/2002. The said Revival Package is under further modification as
per direction of BIFR. In the said modified package the dues of
Debenture holders including interest thereon, has been proposed for
repayment in a phased manner till 31/03/2014. Besides above, as per the
advise of Department of Company affairs, New Delhi vide its letter
dated 10/04/2003, the Company had approached BIFR to issue necessary
direction for giving exemption to the Company from the Provisions of
Section 205C of the Companies Act, 1956. The Company is still awaiting
communication from BIFR in this respect.
(b) In respect of Share Application Money due for refund, Unpaid
Dividend & Unpaid Debenture interest A/c , aggregating to Rs.1.57 lacs
(Prev.Year Rs.1.57 lacs), the Company has taken up the matter with the
Scheduled Banks wherein such amounts are lying, to refund the said
amount to the Company for onward payment to the said fund.
18) (a) The Company has provided its Defined Benefit Plans liability
towards Gratuity based on the simple calculation provided under the
Gratuity Act . The Company has determined liability as required as per
revised AS-15 .which was mandatory w.e.f. 01.04.2007. However
Additional Liabilities if any will be provided later on. The quantum of
Additional liability if any at present unacertainable
(b) As the Company has not separately invested any of his liability of
Gratuity in any specific Govt. Bonds/Securities, hence the change in
Assets if any have also been not provided/adjusted.
(c) Disclosures as required by revised AS-15 have also been not given
in view of notes(a) & (b) above.
19) The company has not entered in any hedging transaction in foreign
currency during the year.
1) The Company has identified business segment as primary segments. The
reportable business segment are Soya Division & Dairy Division. The
type of product in each business segments are-
a) Soya Division - Refined Oil/Solvent Oil/De-Oiled Cake b) Diary
Division- Ghee/Skimmed Milk Powder/Milk/Cream
2) Secondary segment information - Geographical segments of the Company
is in India, hence there is no separate reportable geographical
segment.
20. RELATED PARTY DISCLOSURE UNDER AS-18
A) Name of related party and nature of related party relationship :-
Premier Proteins Ltd., Girdharilal Sugar & Allied Industries Ltd.,
Premier Feed Products Pvt.Ltd., Vertex Investments Pvt. Ltd. and
Premier Capital Services Ltd. are Companies in which the Directors of
the Company are interested as Managing Director/Chairman/Director .
B) Key Managerial Persons :- Mr. Rajesh Agrawal (Chairman of the
Company) & Shri R.G.Agrawal (Director of Company)
C) Relatives of Key Managerial Persons :-
Smt. Sangeeta Devi Agrawal & Smt. Bimla Devi Agrawal are relatives, of
the Director of the Company.
Mar 31, 2008
1. (a) Issued and subscribed capital includes 75,000 Equity Shares by
capitalization of General Reserves in 1985 and 25,39,420 Equity shares
of Rs. 10/- each out of conversion of 13.5% secured convertible
Debenture issued In 1986. (b) Reserve Bank of India has not permitted
despatch of share certificates of 3 non residents in absence of. proof
of non resident Indian status. Necessary steps have already been taken
for that.
2. 13.5% Secured Convertible Debentures are secured by mortgage of
land situated in Gujarat & immovable property at Dewas and the floating
charges on all the assets of the Company save and except immovable
property.
3. Credit balance pertaining to refund orders against non allotment of
Equity Shares, Debentures; Interest warrants lying with the bankers are
subject to reconciliations. In the same way Debentures call money
amount is also subject to final reconciliation.
4. In the opinion of the Board the current assets on Realisation in
the ordinary course of business have a value at least equal to the
amount at which these are stated arid the" provisions for known
liabilities are adequate.
5. (a) Depreciation to the extent of Rs. 13,31,681/- (Prev. Year Rs.
15,70,976/-) on Tetra Pack (Soya Milk Division) machine has not been
Provided for the Year. Total unprovided depreciation is Rs.
2,67,73.487/-(Prev.Year Rs. 2,54.41.806/-)
(b) Rs. 37,03,215/-(Previous year Rs.37,03,2l5/-)being extra shift
depreciation on accretion in value of fixed assets on account of
revaluation from 1987 to 31.03.93 has not been provided.
(c) Depreciation on revaluation on Plant & Machinery has been provided
up to 95% of Rs. 99,13,911/-on its reduced amount
6. The Company, to confirm to accounting standards viz accounting for
investment issued by the institute of Chartered Accountants of India
which are mandatory, value the carrying amount of current investments
at lower of cost or fair market value. Accordingly the company has made
provision for diminution in the value of investments to the extent of
Rs. 79,20,000/- during 2002-03 which is sufficient to cover the value
of investments as on 31/03/08 also, hence no further provisions has
been made during the year.
7. The Company is entitled to Rs. 1,14,20,008/- (Prev. Year
Rs.1,14,20.008/-) as investment allowance on the additions made to the
plant and machinery of the Company during the year 1.04.87 to 31.03.90
Necessary reserve will be created in the year of taxable profit.
8. (a) The Government of India has issued guidelines dated 14th
Jan.1987 which require Companies raising resources through issue of
debentures to create a Debenture Redemption Reserve. The Company has
been advised that the notifica- tion is not applicable to debentures
issued before the date of the said guidelines and therefore no such
reserve has been created.
(b) The company had earlier converted 13.5% Secured Convertible
Debenture into Equity Shares based on the consent from the Debenture
Holder as per provision of Companies Act and various approvals received
from the appropriate authorities at that time. The Company had already
reminded the remaining Debenture Holders to surrender Original Deben-
ture Certificate and to get the refund of their money from the Company.
As on 31.03.2008 Debenture to the extent of Rs.84.90 Lacs (net of call
in arrears) are due for redemption, for which company is trying to
pay-off as soon as the formalities of the redemption are complied by
the Debenture holders.
9. In view of efforts made by the Company in Realisation of balance
Doubtful Debts & Loans & Advances provision has not been made for
Doubtful Debts and Loans & Advances to the extent of Rs. 42,18,578./-
(previous year Rs.42.18,578/-).
10. Sundry Debtors, Creditors and Advance account balances are subject
to confirmation.
11. (a) Assets aggregating to Rs.100 lacs (Previous year Rs.375 Iacs)
have been acquired on finance lease. The obligation for future lease
rental in respect of such assets aggregate to Rs. NIL (previous year
Rs. NIL). Lease rent of Rs. NIL (Previous year Rs. NIL) have been
charged to revenue in accordance with the terms and condition of the
respective lease agreement which is hot materially different from the
amount determined on an equally annualised basis.
(b) In respect of accounting standard AS-19 "Lease" issued by the
Institute of Chartered Accountants of india which is mandatory w.e.f.
01/04/01 and is applicable to all leased assets for which lease
commence on or after 01/04/01, the Company has not so far taken any
assets on finance lease during the year. In respect of operating lease
for premises (Office. Factory. Godwon etc.), the leasing arrangements
which are not non-cancellable range between 11 months & 5 years
generally or longer, and are usually renewable by mutual consent on
mutually agreeable terms. The aggregate lease rental payable are
charged as rent under the head " office and administrative expenses".
12. (a) The Company claims deferment of Entry Tax provided for
Rs.1,19,09,626/- (Prev. Year Rs.2,57.617/-) , on the strength of
Revival Package approved by Honble AAIFR. Total deferment claimed for
entry tax/purchase tax Rs.4,76,04,918/- (Prev. Year Rs.3,56.95,292/-)
and for sales tax Rs.14,03,52.455/-(Prev. Year Rs.14,04,23,945/-),
aggregating to Rs. 18,79,57,373/ - (Prev. Year Rs.17,61,19,237/-) which
has been shown as unsecured loan. The Company is required to deposit
these Deferred Taxes/Duties in installments after the rehabilitation
period i.e. after 2008-09 as per the Revival Package.
(b) During the year 2007-08,in the Soya Division having separate Sales
Tax Registration Number the Company was entitled to VAT Input Credit of
Rs. 4,98,81,080./-(previous year 5,60,93,9F v.) against which the VAT
Tax Liability of Rs.3,69,83,964/ -(previous year Rs.3,01,43,385/-) and
Purchase Tax Liability of Rs 68,36,008/-(previous year Rs. 99.27,365/-)
has been adjusted and finally a sum of Rs. 60,61,108/-( previous year
Rs 1,60 23,200/-) become refundable Total VAT refundable of Rs.
2,20,84,309/- has been shown as VAT Tax Refundable Under. Loans &
Advance in schedule- G of the Balance Sheet. However in the Dairy
Division the Company having separate Sales Tax Registration Number the
Company had VAT Liabilities of Rs.28,23,824 /- (previous year
Rs.34,27,731/-) . gains which the VAT Tax Input Credit of Rs.10.10,995
/- (previous year Rs. 5,23,049/-) has been adjusted, aggregate VA Tax
liability of Rs. 38,88,063/- has been shown as VAT Tax payable under
current liabilities in schedule -H of the Balance Sheet
13. (a) Sundry creditors includes Rs.43,16,071/- due to Micro , Small
and Medium Enterprises to whom the company owes dues, which are
outstanding for more than 45 days as at the Balance Sheet date Further
the Company has neither paid nor payable any interest to any Micro ,
Small and Medium Enterprises on the Balance Sheet date.
The above information has been. determined to the extent such parties
have been identified on the basis of information available with the
company. This has been relied upon by the Auditors.
14. (a) The company has been declared as a sick industrial company by
BIFR u/s 15 of the Sick Industries Companies (Special Provision) Act
1985. The revival scheme which is subject to further modification has
been implemented and the effect of restructure of the company has been
given in the accounts. In view of the fore going, the accounts of the
company have been prepared as going concern basis.
(b) Interest on Loans has been provided at the rates prescribed in the
Revival Package of the Company, duly approved by Honble AAIFR, as per
provisions of The Sick Industrial Companies (Special Provision)
Amendment Act (SICA).
(c) The company has paid , during the year full amount to IFCI Ltd. In
terms of their sanction letter no BhRo/C 98/2006-1550 dt. 18/04/06, as
amended by their letter No. BhRo/C. 98/2006-1600 dt. 01/05/06 .
(d)ln terms of Revival Package submitted by the operating agency and
approved by Honble AAIFR the promoters has to bring in a contribution
of Rs.247 lacs towards the revival of the Company. Besides the
Promoters had to bring in an additional contribution of Rs.100 lacs for
making payment to Canara Bank towards reduction of their liabilities.
Such contribution has to be interest free as per the Package.
Accordingly no interest has been provided during the year also on such
unsecured loans of Rs.347/- lacs (Previous Year Rs.347/-lacs) towards
Promoters Contribution, in terms of Revival Package.
15. (a) In the absence of Taxable Income and in view of brought forward
losses and Depreciation no provision for income tax has been made
during the year
(b) In accordance with Accounting Standard- 22 "Accounting for Taxes on
income" issued by The Institute of Chartered Accountants of India.
Which has become mandatory from 1.04.2001 , the company has accounted
for Rs81,59,01II- for the year and Rs. 2,44,73,169/-for earlier year
difference has been adjusted during the year (Prev. Yr .Rs.
55,46,322/-) by debiting to Profit & Loss Account towards Deferred Tax
Liability for the year 2007-08. The Net Deferred Tax Asset is
Rs.10,61,62,044,- (Prev.Yr.Rs.13,87,94,230/-)
16. The Company has not made provision for interest of Rs.11,15,723/-
(prev. year Rs.12,82,950/-) payable to some unse- cured loan parties in
view of proposal for One Time Settlement of dues submitted by the
company to them.
17. As per provisions contained in Section 205C of the Companies Act,
1956, the Company may be required to transfer amounts lying in few
Accounts to "Investors Education and Protection Fund". However, the
Board is of the view that
(a) In respect of matured Debentures and interest due thereon amounting
to Rs.99.17 lacs (Prev. Yr. Rs. 101.43 lacs) a;, advised by Debenture
Trustees (Canara Bank), the Company had approached Department of
Company Affairs, Govt, of India, Ministry of Finance & Company Affairs,
New Delhi, Seeking expanption from the provisions of Section 205C of
the Companies Act, 1956, in view of the Company having been declared a
"Sick Company" and its Revival Package has already been approved by
BIFR. In the Revival Package, BIFR had issued direction to pay the
outstanding amount of Debenture holders in a phased manner till
13/05/2002. The said Revival Package is under further modification by
IFCI (OA) as per direction of BIFR. In the said modified package the
cases of Debenture holders including interest thereon, has been
proposed for repayment in a phased manner till 31/03/2010. The said
modified Revival Package is being appraised by IFCI for submission to
BIFR for their approval. Besides above, as per the advise of Department
of Company affairs, New Delhi vide its letter dated 10/04/2003, the
Company had approached BIFR to issue necessary direction for giving
exemption to the Company from the Provisions of Section 205C of the
Companies Act, 1956. The Company is awaiting communication from BIFR in
this respect.
(b) In respect of Share Application Money due for refund, Unpaid
Dividend & Unpaid Debenture interest A/c , aggregating to Rs.1.57 lacs
(Prev. Year Rs.1.57 lacs), the Company has taken up the matter with the
Scheduled Banks wherein such amounts are lying, to refund the said
amount to the Company for onward payment to the said fund.
18. The Company has since paid entire dues of Canara Bank towards
working capital term loan and funded interest term loan The said bank
has also conveyed its acceptance of Rs,. 650 lacs ( Rs Six Crores Fifty
lacs Only) in full and final settlement of accrued interest payable on
WCTL/ FITL till 31/03/2008, calculated at Banks prime lending rates
(PLR) on simple basis. Accordingly , excess accrued interest of Rs.
147.67 lacs payable to the bank has been written off and shown as extra
ordinary items in the Profit and Loss account .
19. (a)The Company has provided its Defined Benefit Plans liability
towards Gratuity based on the simple calculation provider under the
Gratuity Act . The Company has determined liability as required as per
revised AS-15 .which was mandatory w.e.f. 01.04.2007. However
Additional Liabilities if any will be provided later on. The quantum of
Additional liability if any at present unacertainable
(b) As the Company has not separately invested any of his liability of
Gratuity in any specific Govt. Bonds/Securities, hence the change in
Assets if any have also been not provided/adjusted.
(c) Disclosures as required by revised AS-15 have also been not given
in view of notes(a) & (b) above.
20. RELATED PARTY DISCLOSURE UNDER AS-18
A) Name of related party and nature of related party relationship :
Premeir Proteins Ltd., Girdharilal Sugar & Allied Industies Ltd.,
Premier Feed Products Pvt. Ltd., Vertex investments Pvt. Ltd. and
Premier Capital Services Ltd. are Companies in which the Director of
the Company are interested as a Managing Director/Chairman/Director.
B) Key Managerial Persons :- Mr. Rajesh Agrawal (Chairman of the
Company) & Shri R.G. Agrawal (Director of Company)
C) Relatives of Key Managerial Persons :-
Smt. Sangeeta Devi Agrawal & Smt. Bimla Devi Agrawal are relatives of
the Director of the Company.
21. Figures have been rounded off to the nearest Rupee.
22. Previous years figures have been regrouped/rearranged wherever
necessary.
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