1.1. Contingent liabilities not provided for:
(Amount in Rs.)
Particulars 2009-2010 2008-2009
a) Disputed Sales Tax demand Nil 49,98,258
b) Disputed Income Tax demand 27,91,895 56,37,705
c) Claims against the Company not
acknowledged as debts 2,71,82,189 Nil
d) Guarantees given by the Banks on
behalf of the Company 3,90,000 2,28,15,000
e) Corporate Guarantees given by the
Company to 143,19,60,000 132,33,00,000
Banks / Financial Institutions on
behalf of others for loans taken
by them.
The Company is of the opinion that based on the decisions of the
Appellate authorities and the interpretations of the other relevant
provisions, and as per the legal opinion obtained by it, the above
Sales Tax and Income Tax, demands are likely to be either dropped or
substantially reduced and hence the provision created in past would be
adequate enough to meet any liabilities, in respect of disputed matters
which are pending in appeals.
2.0. In terms of the Accounting Standard 17 (AS-17) "Segment
Reporting" issued by the Institute of Chartered Accountants of India
the Company has only one Segment i.e. "Production and distribution of
Wines". There is only one geographical segment. Accordingly no separate
disclosure is made.
2.1. SECURED LOANS:
(A) LOANS FROM BANKS, FINANCIAL INSTITUTIONS AND OTHERS:
The loans from Banks, Financial Institutions and Others stand secured
as under: Out of Term Loans of Rs. 119.89.45.090 :
a) Loans amounting to Rs. 6,31,87,455 are secured by hypothecation of
all current assets both present and future as well as first charge to
lead bankers and second charge to pther consortium bankers on the fixed
assets of the Company.
b) Loan of Rs. 34,92,70,485 is secured by first pari passu charge over
all immovable assets of the Company.
c) Loan of Rs. 48,66,31,078 is secured by subservient charge over
Companys current assets and key identified brands of the Company.
d) Loan of Rs. 7,61,76,523 is Secured by subservient charge on Winery
Land & Building of Unit 1,2 & 3 situated at Narayangaon.
e) Security for the Term Loan Rs. 22,36,79,549/- is being created.
(Refer Note No. 2.17)
(B) Cash Credit of Rs. 146.41.27.574:
Cash credit and other working capital facilities amounting to Rs.
146,41,27,574 are secured by hypothecation of all the Companys current
assets both present and future as well as first charge to lead bankers
and second charge to other consortium bankers on the fixed assets of
the Company.
2.2. Disclosure requirements as per Accounting Standard 18 (AS-18)
"Related Party Disclosure" issued by the Institute of Chartered
Accountants of India.
- Subsidiary Company
Seabuckthorn Indage Ltd.
Indage Holdings Ltd.
Thachi Wines Pty Ltd.
Indage UK Ltd.
- Associate Concerns with which transactions have taken place during
the year
Indage Restaurants & Leisures Ltd.
Indage Development Construction Pvt. Ltd.
Marlborough Finance Pvt. Ltd.
Indage Wines - (Partnership Firm)
Industrial Agencies Corporation - (Partnership Firm)
Indage Engineering Pvt. Ltd
Indage Investments Pvt. Ltd
Vintner Wine Connection Pvt. Ltd.
Indage Richter Nurseries Pvt.Ltd.
Indage Vineyards Pvt. Ltd.
Indrinks Retail Pvt. Ltd.
Indian Institute of Vine & Wine.
- Key Management Personnel
Mr. S. G. Chougule - Chairman
Mr. A. B. Shah - Vice Chairman
Mr. R. S. Chougule - Managing Director
- Related parties of Key Management personnel where transactions have
taken place during the year
Arsh Advisors & Owners Ltd.
Asian Electronics Limited.
Pranamghar (India) Pvt. Ltd.
- Related parties of Key Management personnel where no transactions
have taken place-during the year
Mrs. P. S. Chougule
Mrs. A. S. Chougule
Mrs. Rina R. Chougule
Mrs. Ramila A. Shah
Note: Related Party relationship is as identified by the Company and
relied upon by the Auditors.
2.3. Deferred Tax:
In terms of the Provisions of the Accounting Standard-22 "Accounting
for Taxes on Income" issued by the Institute of Chartered Accountants
of India , there is a net deferred tax asset on account of accumulated
business losses and unabsorbed depreciation.
In Compliance with Provisions of Accounting Standard and based on
General Prudence, the Company has not recognised the Deferred Tax
Asset.
2.4. The Company has carried all its Fixed Assets at its carrying
amount. As per its economic performance and internal projections, the
management contends that there is no potential impairment loss on the
existing fixed assets of the Company. No impairment loss is provided as
stated under AS-28 "Impairment of Assets" issued by the Institute of
Chartered Accountants of India.
2.5 In the previous year, the Company has written off share issue
expenses, which are in the nature of stamp duty for fresh issue of
shares against Securities Premium account amounting to Rs. 8,59,275.
2.6 Since F. Y. 2005-06, the Company had undertaken various
initiatives / activities for creation of a retail network for selling
wines and other alcoholic beverages. Various expenses were incurred and
certain inventories of the Company were earmarked specifically for the
said retail network that had been created by the Company. The expenses
incurred in connection thereto and the inventories earmarked therefore
were shown separately in the books of the Company as Non - Current
Assets under the head "Retail Initiative." However, due to the various
financial and operational problems faced by the Company, a decision was
taken during the year to discontinue the said "Retail Initiative."
Pursuant to this decision the expenses to the tune of Rs.
44,96,35,369/- that were incurred by the Company for the said "Retail
Initiative" have been transferred to Profit & Loss account for the year
under the head "Exceptional Items." As per the accounting practice
followed by the Company, the inventories earmarked for the "Retail
Initiative" were earlier carried at Net Realisable Value. However, on
account of discontinuation of "Retail Initiative", the earmarked
inventories have been transferred to Inventories of the Company under
Current Assets. However, as per the accounting practice followed by the
Company the inventories (Current Assets) (Ref. Note No. 1.8) of the
Company are valued at cost or net realizable value whichever is lower
and accordingly the difference of Rs. 92,02,97,518 has been transferred
to Profit & Loss account for the year under the head "Exceptional
Items."
2.7 Some of the balances in Sundry Creditors, Sundry Debtors and Other
Liabilities are subject to reconciliation, confirmation and
consequential adjustments/provisions, the amounts whereof have not been
determined.
2.8 Inventories :
During the year, the operations of the Company were sub-optimal, hence,
the financial cost attributable to process time, as defined in
Significant Accounting Policy (Note No. 1.8) has not been considered
for the purpose of valuation of Inventories.
2.9 Corporate Debt Restructuring - Empowered Group ( CDR - EG)
approved the Scheme for restructuring Companys Debt on 30th March
2010. As the Scheme is effective from October 1, 2009 the Company has
given effect to the same during the year. The outstanding liabilities
of the Company are being restructured under the aegis of CDR Scheme. As
required under the Scheme the Master Restructuring Agreement (MRA) has
been executed and effective. Other necessary documents including
security documents are in the process of being executed.
2.10 Preference Share Capital - Suspense Account
Pursuant to the Scheme approved by Corporate Debt Restructuring -
Empowered Group (CDR-EG), certain portion of Interest Payable from cut
off date (30th September 2009) is to be paid by way of Preference
Shares redeemable in F.Y. 2018-19 & 2019-20. However as on the Balance
Sheet date the Company does not have Preference Shares as class of
Shares. Hence, the amount for which Preference Shares have to be issued
has been shown under Preference Share Capital - Suspense Account.
2.11 Increase/Decrease in Stock :
During the year the Company decided to discontinue the Retail
Initiative (Ref. Note No. 2.14) Due to this the stock earmarked for
Retail Initiative has been added to opening stock for the purpose of
calculation of Increase/Decrease in Stock of Finished goods and Wine in
Process. As a result of this the amount of opening stock of Finished
goods & Wine- in-Process for the current year (Rs. 235,28,45,906) is
not comparable with the closing stock of Finished goods & Wine in
Process for the year ended 31st March 2009 (Rs. 123,45,43,464).
2.12 Pursuant to winding up petitions filed by certain creditors of the
Company, the Honble High Court of Bombay has passed the winding up
order against the Company on March 19, 2010. However, the Honble High
Court was kind enough to stay the said order. Being aggrieved by the
said order, the Company has filed an appeal against the said order
before the Divisional Bench of the Honble High Court of Bombay.
The Company has also filed a Composite Scheme of Arrangement and
Compromise under Sections 391-394 of the Companies Act, 1956 providing
for settlement of all the creditors of the Company.
2.13 Previous Year figures have been regrouped and recast wherever
necessary.
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