| 1. (i) In terms of the Scheme of rehabilitation sanctioned by BIFR (the
scheme) 8.25% redeemable cumulative preference shares are redeemable in
five annual installments commencing from March, 2017.
(ii) 435 Equity shares for which calls were in arrears, were forfeited
in the previous year.
(iii) Equity share capital include 4200 equity shares amounting to
Rs.0.42 lacs issued in terms to the Scheme against fractional
entitlement of shares to a person authorised by the Board to hold these
shares in trust and sell the same to distribute the proceeds to the
shareholders against their fractional entitlements of shares.
iv) Terms and Rights attached to equity shares:
The company has one class of equity shares having par value of Rs. 10
per share. Each share holder is eligible for one vote per share held.
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 the equity share holder are eligible to
receive the remaining assets after discharging all liabilities of the
Company, in proportion to their shareholding.
v) Terms and Rights attached to Redeemable Cumulative Preference
Shares (RCPS) :
The dividend proposed by the Board of Directors is subject to the
approval of shareholders in the ensuing Annual General Meeting. In the
event of liquidation of the company before redemption of the RCPS, the
holders of RCPS shall have priority over equity shareholders in the
payment of dividend and repayment of capital.
2. (i) The cash credit from bank, term loans from bank and Arcil
including non-fund based facilities retained for tea operation are
secured / to be secured by first charge over the immoveable properties
(both present and future), moveable fixed assets (both present and
future) and current assets (both present and future) and secured by way
of personal guarantee of one of the Director of the Company.
Further, term loans from bank is secured by pledge of shares of the
Company held by other body corporates and one of the Director and
collateral security of flat of another body corporate.
(ii) Term Loans from Bank:
a) Working Capital Term Loan of Rs. 2026.25 lacs (Rs.1466.30 lacs
included in current maturities of long term borrowings) is repayable
as: Rs. 530.50 lacs on 30th September, 2014, Rs. 655.80 lacs on 31st
March, 2015, Rs. 280 lacs on 30th September, 2015, Rs.280 lacs on 31st,
March 2016, Rs. 279.90 lacs on 30th September, 2016 and carries
interest of 4.80% per annum above base rate of SBI at monthly rests.
b) Funded Interest Term Loan (interest free) of Rs.599 lacs (Rs.359.00
lacs included in current maturities of long term borrowings) is
repayable in five equal half yearly installments of Rs.120 lacs each on
30th September and 31st March.
(iii) In terms of the BIFR order dated 22nd January, 2014, term loan
from ARCIL of Rs.1137 lacs (Rs.758 lacs included in current maturities
of long term borrowings) is repayable in three yearly installments of
Rs.618 lacs (including interest of Rs.239 lacs) commencing from 30th
September, 2014 (extended from 15th March, 2013). However, ARCIL has
preferred an appeal before AAIFR against the extension granted to the
Company for repayment of loan.
(iv) Current maturities of Long term borrowings include Rs.1029.50 lacs
and interest accrued and due (shown under Note 5(b)) includes Rs.289.93
lacs which have fallen due for payment on 30th September, 2014 in terms
(ii) & (iii) above.
(v) Current maturities of Long term borrowings has been disclosed under
Other Current Liabilities (Refer Note 5(b)).
(vi) The amount payable to the secured lenders as One Time Settlement
(OTS) in terms of the scheme has been deposited in Escrow with the SBI
(the Monitoring Agency appointed by BIFR), as per the stipulations in
the scheme. All the lenders excepting PICUP have accepted the payment
and the charges and securities against the loan given by them have been
released / yet to be released.
3. (i) Unsecured creditors of Rs.590.28 lacs (as on 30.9.2014 Rs.577.85
lacs) (Rs.381.09 lacs included in Current maturities of Other Long term
Liabilities) are payable in three equal annual installments after a
moratorium of one year from the date of sanction of the Scheme.
(ii) Unsecured advances from bodies corporate and 15% OCD of Rs.758.81
lacs (as on 30.9.2014 Rs.682.87 lacs) (Rs. 429.94 lacs included in
Current maturities of Other Long term Liabilities) is repayable in
three equal annual installments after a moratorium of one year from the
date of sanction of the Scheme.
(iii) Current maturities of Other Long term Liabilities pertaining to
(i) and (ii) has been disclosed under Other Current Liabilities (Refer
Note 5(b)).
(iv) Amount payable for hire purchase loans is due for payment and will
be adjusted against the subsidies available from Tea Board.
(v) The liability in respect of (ii) above is payable out of the funds
provided by Kanpur Fertilizers and Cement Limited (KFCL) pursuant to
the Scheme on transfer of Fertiliser Undertaking.
4. (i) Current maturities of Other Long term liabilities include
Rs.361.33 lacs due against unsecured creditors and liabilities as given
in Note 5(a)(i)&(ii)) above.
(ii) The amount of unclaimed refund warrants has been kept deposited in
separate bank a/c shown under other bank balances.(Note 14)
(iii) Security deposits and advances includes Rs.4888.11 lacs (Previous
Year Rs.3827.32 lacs) being advance financing against sale of tea.
(iv) The Company has sought confirmation from the suppliers confirming
their status under "The Micro Small and Medium Enterprises Development
Act, 2006" To the extent information is available with the Company,
there are no suppliers covered under the said Act.
(v) Refer Note 28 also.
(vi) # Investments net of diminution of Rs. 29021 lacs (Previous Year
Rs. 27843 lacs)
(vii) ## Market Quotations in respect of Non-Traded shares are not
available since long. Therefore market values of these investments have
not been stated.
(viii) During the year advance towards equity participation of Rs.
1163.94 lacs(Santipara Tea Company Ltd. Rs.853.78 lacs and Pentonville
Software Ltd. Rs.310.15 lacs) and loans and deposits of Rs.14.06 lacs
recoverable from Pentonville Software Ltd. have been converted into
equity shares of the respective companies.Physical/demat shares have
not been received.However, necessary formalities for issue of shares
etc.is yet to be completed.
5. (i) Loans and deposits includes Rs.1780.80 lacs (Previous Year
Rs.1721.47 lacs) outstanding from Santipaia Tea Company Ltd. (STCL).
Considering the strategic involvement and consequential restructuring
etc., no provision has been considered necessary in this respect.
(ii) Refer Note 28 also.
(iii) Loans and deposits include Rs.1685 lacs (Previous Year Rs.1685
lacs included in Long Term Loans and Advances) given to Andhra Cements
Limited (ACL) in earlier years in terms of the scheme of rehabilitation
of ACL is recoverable from ISG Traders Ltd.by March, 2015 in terms of
the agreement in this respect.
(iv) Refer Note 28 also.
(vi) Negotiations in respect of wage rate for tea workers due for
revision with effect from 1.4.2014 have not yet been concluded. Pending
this, wages for the period from April 2014 to September 2014 has been
recognized based on the rates prevailing till 31.3.2014.Impact of the
revision, if any, for the said period, will be given effect to on
finalization of the same.
(vii) Refer Note 27 also.
6. Related Party disclosures pursuant to Accounting Standard - 18.
List of Related Parties with whom the Company had transaction:
(a) Subsidiaries
Dail Consultants Ltd (DCL), North India Fertiliser Ltd. (NIFL), Leyden
Leasing and Financial Services Ltd (LLFSL), and Pentonville Software
Ltd (PSL).
(b) Associate / Group Company
ISG Traders Limited (ISG),Santipara Tea Co Limited (STC)
(w.e.f.28.03.2014)
(c) Key Management Personnel
Mr. G. P. Goenka, Wholetime Director, Mr. A. K. Goel, Wholetime
Director (till 31.12.2013), Mr. S. P. Gupta, Executive Director (till
15.05.2012). Mr. M.H.Chinoy, Wholetime Director, (w.e.f. 01.01.2014)
and Mr. Rajesh Sharma, Managing Director (w.e.f.27.09.2014).
7. Notes:
(i) Previous year figures are given in brackets.
(ii) The above Related Party Information is as identified by the
Management and relied upon by the auditors.
(iii) In respect of the above parties, there is provision for doubtful
debts of Rs. 103.72 lacs as on 30.09.2014 (Previous Year. Rs. 427.94
lacs) out of which Rs. Nil (Previous Year. Rs. Nil) has been written
back during the year.
(iv) Reference is invited to Note 10(a) and (b).
Defined Benefit Scheme
The employee's gratuity, superannuation and provident fund (other than
those covered and contributed under Employee's Provident Fund
Organization) Scheme are defined benefit plans. The present value of
obligations are determined based on actuarial valuation using the
Projected Unit Credit Method, which recognizes each period of service
as giving rise to additional unit of employee benefit entitlement and
measures each unit separately to build up the final obligation. The
obligation for Leave Encashment is recognized in the same manner as
gratuity.
8. Notes:
i) Assumptions relating to future salary increases, attrition, interest
rate for discount & overall expected rate of return on Assets have been
considered based on relevant economic factors such as inflation, market
growth & other factors applicable to the year/period over which the
obligation is expected to be settled.
ii) The Guidance issued by the Accounting Standard Board (ASB) on
implementation AS-15, Employees benefit (Revised 2005) states that
provident funds set up by employers which requires interest shortfall
to be met by the employer, needs to be treated as defined benefit plan.
The fund does not have any unprovided existing deficit or interest
shortfall.
(c) During the year gratuity trust vide ltr dt 10.07.2014 from the
office of the Commissioner of Income Tax, Kolkata-II, Kolkata has been
dissolved and proceeds of Rs.809 lacs from the same has been shown as
recoverable from Fund to be utilized for repayment of gratuity
liability shown as above.
(d) The scheme for superannuation benefit to employees has ceased with
effect from 31st July, 2003 and the liability existing as on that date
is repayable to the eligible employees at specified return of 5% per
annum on their retirement. The scheme being presently not in operation
and the company's liability now being restricted to the shortfall in
interest thereon if any, the liability in this respect as determined by
the actuary is charged to profit and loss account as employee benefit
on year to year basis.
9. (a) The Company having negative networth, is a sick industrial
company under the provisions of the Sick Industrial Companies (Special
Provisions) Act, 1985 (SICA). The Rehabilitation Scheme (the Scheme)
sanctioned by the Board for Industrial and Financial Reconstruction
(BIFR) is under implementation. Considering this and pending
ameliorative steps and prospects thereof, the accounts of the Company
has been prepared on going concern basis.
(b) Rehabilitation measures approved by the BIFR include reduction of
Equity Share Capital and 8.25% Redeemable Cumulative Preference Share
Capital by 60 % amounting to Rs.3763.36 lacs and consolidation thereof
at their original face value, reduction of 0.001 % Redeemable
Cumulative Preference Share Capital by Rs.16598.33 lacs, issuance of
further equity capital to the promoters of Rs.4221 lacs including
conversion of existing unsecured loans of Rs.3055.50 lacs from them
into equity post reduction and consolidation of the existing equity
share capital and transfer of capital redemption reserve amounting to
Rs.1500 lacs to the Surplus of the Company.
(c) Post reduction and consolidation as required in terms of the
scheme, equity Shares of Rs.10/- each amounting to Rs. 3947 lacs
(including Rs.525 lacs during the year) have been issued to the
promoters / associates and issuance of further equity shares on receipt
of balance contribution to the extent of Rs.274 lacs from the promoters
/ associates is under implementation.
10. In respect of dues of provident fund, during the year the
authorities have granted permission for payment of dues of Rs.2086.23
lacs (As on 30.09.2014 Rs.1908.83)(Rs.1535.70 lacs included in other
long term liabilities) in 72 equal monthly installments. However, the
necessary application for grant of waiver of the penal interest and
damages is pending before the relevant authority.
11. In respect of levy of salami by the Government of West Bengal on
renewal of lease of tea estates in certain circumstances and pursuant
to the decision of Hon'ble High Court at Calcutta in a similar matter,
the Company has preferred an appeal against the said imposition before
the appropriate authority. Accordingly, pending finalization of the
matter, Rs.811.67 lacs (Previous year Rs. 811.67 lacs) has not been
provided for in this respect which would be payable in equal annual
installments over the lease period i.e. 30 years. However, this is not
likely to have revenue impact, since the same will be capitalized to
the cost of land as and when paid by the Company.
12. Remuneration amounting to Rs.719.30 lacs (including Rs.196.68 lacs
for the twelve months period) paid to the current Managing Director /
Wholetime Directors and ex-wholetime director / ex-Managing Directors /
ex Executive Director are pending approval of Central Government.
13. Certain debit and credit balances including advances, trade
receivables, trade payables and other liabilities are subject to
confirmation and reconciliation thereof.
14. The Company operates in single business segment of Tea in India
and therefore disclosure requirements of AS-17 on Segment Reporting is
not applicable.
15. In accordance with Accounting Standard 22 'Accounting for taxes on
Income', the company has accounted for deferred tax. The company has
significant amount of carried forward losses and depreciation under the
Income Tax Act, 1961. However, as a matter of prudence deferred tax
asset has been recognised to the extent of deferred tax liability.
16. Contingent liabilities and commitments to the extent not provided
for :
(Rs. In lacs)
Year Ended 30th Period Ended 30th
September, 2014 September, 2013
a) Guarantees (excluding since
released) given by the Company
on behalf of bodies corporate
Limit 860.00* 860.00*
Amount Outstanding 860.00* 860.00*
b) Guarantees given by Bank
on behalf of the Company 500.89 347.71
c) Cumulative Dividend on
Preference Shanes 783.75 752.40
d) Claims against the Company
not acknowledged as debts (to the
extent ascertainable from
available records)
i) Income / Agriculture Tax
matters pending in appeal at
various stages (other than 88.83 88.83
matters awaiting quantification
by assessing authorities and/ or
with favourable appellate
decisions for earlier years,
against which further appeals
are pending)
ii) Sales Tax matters under
appeal (to the extent
ascertained) 61.05 252.22
e) A show cause notice issued
in 1986 in respect of erstwhile
tobacco division taken up for
hearing by the adjudicator.
The management is of the view
that in accordance with the
Scheme of Arrangement approved Not Not
by Calcutta High Court, ascertainable ascertainable
liabilities relating to Excise
stood vested from 1st
April, 1984 to New Tobacco
Company Ltd. (NTC) pursuant to
transfer of tobacco business to
the said NTC effective that date.
Future cash out flow in respect of d) & e) is dependent upon the
outcome of judgments/decisions.
*The above figure does not include interest payable in respect of a
body corporate as it is not ascertainable.
16.1 Estimated value of Capital Commitments (Net of Advances Rs.Nil
Previous Year Rs. 7.51 lacs) - Rs.Nil (Previous Year Rs.68.19 lacs).
16.2 Expenditure in Foreign Currency on account of:
* Foreign Travel Rs.23.16 lacs (Previous Year Rs.9.59 lacs).
17.(a) Figures for the period ended 30th September, 2013 relates to the
period of 18 months and therefore, these are not comparable with
figures of current year.
(b) The previous period figures have been reclassified / regrouped /
rearranged to make it comparable with the current year's figures.
1. No part of Subsidiaries' Profits / (Losses) has been dealt with in
the Company's Accouts.
2. There has been no change in the Company's interest in the
Subsidiaries between the end of their financial years and that of the
Company.
3. Material changes in respect of Fixed Assets etc of Subsidiary
Companies between the close of their financial years and that of the
Company - Not Applicable.
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