| 1. The Company's Project under Implementation for manufacture of Amino
Acids as a 100% Export Oriented Unit, though installed, pending the
commissioning and commencement of commercial production, was taken over
by the secured lenders, participating Financial Institutions and Banks
and sold under orders of the Hon'ble Debt Recovery Tribunal, Mumbai and
therefore, no Profit and Loss Account has been prepared for any
impending financial years and a statement of net "Pre-operative
Expenditure During Construction Period" has been annexed as part of the
Accounts, also accounting for the costs and losses of the project to
date and as there are no revenue operations, no Profit and Loss Account
is prepared.
The Hon'ble High Court of Judicature at Bombay by an order dated 24th
March, 2011 has admitted a Company Petition No.442 of 2010 filed by the
Petitioner, Kotak Mahindra Bank Limited for winding up the affairs of
the Company under Section 433(e) of the Companies Act, 1956 while
taking note of the contentions and submissions on the affairs of the
Company.
The necessary particulars required to be disclosed under Schedule VI,
Part II of the Companies Act, 1956, have been disclosed in the Schedule
6 as "Pre- operative Expenditure During Construction Period" and
include cost of trial runs and costs and expenses during implementation
period as aforesaid, net of income/receipts during such period, as
direct or indirect costs in relation to and for and up to setting up of
said Project Undertaking. Accordingly, all losses on account of auction
and sale of the Project Undertaking have also been noted and recorded
under the same Schedule as exceptional items of loss thereof to the
Company.
2. CONTINGENT LIABILITIES not provided for: Estimated amount of
(a) Contracts remaining to be executed on capital account and not
provided for (net of advances) as on March 31,2011 is Rs. Nil approx.
(Previous Year Rs. Nil approx);
(b) Legal undertaking in respect of the EOU status of the Company's
project, amount unascertained;
(c) Interest as per Recovery Orders pending conclusion of realisation
proceedings, amount unascertained;
(d) Claims made in proceedings before any Court or other redressal
forums, disputed by the Company, Rs. 9.08 Lakhs (Previous Year Rs. 9.08
Lakhs).
3. The Company has no liability for gratuity for any eligibile
employees of the Company.
4. SECURED LOAN AND DEBENTURES Subject to what is stated in Note 1 and
2 above,
(a) Rupee Term Loan and Foreign Currency Loans from Financial
Institutions/Banks were secured by a first mortgage and charge on all
the Company's immovable properties and secured by a first charge by way
of hypothecation of all Company's movables (save and except book debts)
as comprised of the Project Undertaking, present and future, subject to
prior charges to be created in favour of Company's Bankers for securing
the borrowing for working capital requirements.
(b) Debentures are secured by way of second mortgage and charge on all
the immovable and movable properties of the Company, of the Project
Undertaking and its free-hold land. The
modification\variation\abrogation of the terms and conditions of the
issue of the Debentures was approved at the meeting of the
debenture-holders held on March 31,1998. Accordingly, the Debentures do
not carry any interest with effect from 1st October, 1995 and the
Debentures outstanding as on the redemption date, 20th April, 2000, to
the extent not redeemed or repurchased at a compromised sum of Rs. 20
per debenture, shall stand converted into five equity shares of Rs. 10
each for every two debentures held. The Company has therefore not made
any provision for any accrued or unpaid interest on such debentures.
Accordingly, the Company was required to issue Equity Shares to the
Debentureholders on the said appointed date. However, no effect has
been given thereto as the Debenture Trustees have filed suit for
recovery of the Debenture dues including interest and the matter is sub
judice, pending appropriate orders of the Hon'ble Court.
(c) Packing Credit in Foreign Currency was secured by hypothecation of
Company's entire stocks of raw materials, stocks in process, finished
goods and book debts and by second charge on all movable assets
(excepting book debts and current assets) as also on all immovable
properties as comprised of the Project Undertaking of the Company.
(d) The Company has made provision of the liability as per the
claims/orders made to/by the Hon'ble Debt Recovery Tribunal, Mumbai
though no provision has been made for further Interest thereon or as
ordered till realisation, pending the conclusion of such proceedings.
Relevant costs will be recognized at the time of conclusion of the
relevant proceedings.
(e) In the suit recovery proceedings by the participant Financial
Institutions, Banks and Debenture Trustees, orders for attachment, sale
and recovery have been passed by the Hon'ble Debt Recovery Tribunal,
Mumbai against the Company's property. Pursuant thereto the Recovery
officer of the Hon'ble Debt Recovery Tribunal, Mumbai acting for the
State Bank of India has taken possession of the Company's properties on
19th March, 2004 and the same were verified by their appointed agents.
The entire Project undertaking and all the assets and properties
comprised therein were auctioned and sold under orders of the Hon'ble
Debt Recovery Tribunal I, Mumbai on 19th February, 2009 and the sale
was confirmed on 30th March, 2009.
5. The Company has no liability to income tax for the current year.
Provision has been made for the tax demand raised by the Tax Department
for the earlier years except for interest thereon.
6. Unsecured Loans includes interest free funds raised from promoters
and their associates as advance towards subscription of shares in the
Company, outstanding balance of such loans at the period ended Rs.
894.69 Lakhs (Previous year ended Rs. 881.47 Lakhs).
7. The balances of sundry creditors, other current liabilities,
receivables, balance with scheduled Banks and advances are subject to
confirmation and/or reconciliation. Since some of the Bank Accounts are
seized by the Income Tax Department, statements are not available with
the company.
8. Related Party Disclosures:-
Related party disclosures, as required by Accounting Standard 18 on
'Related Party Disclosure' issued by the Institute of Chartered
Accountants of India are given below: 1) Relationships
(Related parties with whom transactions have taken place during the
year)
(a) Key management personnel and their relatives:
1. Mr.M FIork - Director
2. Mr.S S Ranade - Director
3. Mrs. A N Poddar - Director
4. Mr.S C Rane - Director
5. Mr. M Maheshwari - Manager
(b) Other parties where key Management Personnel and /or their
relatives have significant influence
1. Maheshwari Investors Pvt. Ltd.
2. Tukar Investments Pvt. Ltd.
3. Tujan Investments Pvt. Ltd.
4. Karjan Investments Pvt. Ltd.
9. Earning Per Share (AS-20):
Accounting Standard 20 "Earning Per Share" is not applicable because
The Company is not preparing Profit & Loss Account - Refer Note No. 2.
10. Other additional information as required under Schedule VI, Part
II and IV of the Companies Act, 1956 is either nil or not applicable.
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