Mar 31, 2025
Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that the
Company will be required to settle the obligation,
and a reliable estimate can be made of the
amount of the obligation.
The amount recognised as a provision is the
managementâs best estimate of the consideration
required to settle the present obligation at the
end of the reporting period, taking into account
the risks and uncertainties surrounding the
obligation.
When a provision is measured using the cash
flows estimated to settle the present obligation,
its carrying amount is the present value of those
cash flows (when the effect of the time value of
money is material).
When some or all of the economic benefits
required to settle a provision are expected to
be recovered from a third party, a receivable is
recognised as an asset if it is virtually certain that
reimbursement will be received and the amount
of the receivable can be measured reliably.
Present obligations arising under onerous
contracts are recognised, measured and
disclosed as provisions in standalone financial
statements. An onerous contract is considered
to exist where the Company has a contract
under which the unavoidable costs of meeting
the obligations under the contract exceed the
economic benefits expected to be received from
the contract.
A disclosure for a contingent liability is made
when there is a possible obligation or a present
obligation that may, but probably will not require
an outflow of resources embodying economic
benefits or the amount of such obligation cannot
be measured reliably. When there is a possible
obligation or a present obligation in respect
of which likelihood of outflow of resources
embodying economic benefits is remote, no
provision or disclosure is made.
A contingent asset is a possible asset that
arises from past events and whose existence
will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future
events not wholly within the control of the
entity. Contingent assets are not recognised
but disclosed only when an inflow of economic
benefits is probable.
Basic earnings per share is calculated by dividing:
⢠the profit attributable to owners of the
Company;
⢠by the weighted average number of equity
shares outstanding during the financial
year, adjusted for bonus elements in equity
shares issued during the year and excluding
treasury shares. Diluted earnings per share
adjusts the figures used in the determination
of basic earnings per share to take into
account;
⢠the after income tax effect of interest and
other financing costs associated with
dilutive potential equity shares; and
⢠the weighted average number of additional
equity shares that would have been
outstanding assuming the conversion of all
dilutive potential equity shares.
Inventories are valued at the lower of cost and
net realisable value. Costs includes, expenses
incurred in bringing each product to its present
location and condition and are accounted for as
follows:
Raw materials, Consumables Stores are valued
at cost after providing for cost of obsolescence/
depletion. Cost is determined on first in, first out
basis.
Cost includes cost of direct materials and labour
and a proportion of manufacturing overheads
based on the normal operating capacity but
excluding borrowing costs. Net realisable value is
the estimated selling price in the ordinary course
of business, less estimated costs of completion
and the estimated costs necessary to make the
sale.
Provisions are made to cover slow-moving and
obsolete items based on historical experience
of utilisation on a product category basis, which
involves individual businesses considering their
product lines and market conditions.
Investments in subsidiaries, associates and joint
ventures are carried at cost less accumulated
impairment losses, if any.
Cash and cash equivalents includes cash on
hand, deposits held at call with banks and other
short-term deposits which are readily convertible
into known amounts of cash, are subject to an
insignificant risk of change in value and have
original maturities of less than three months.
These balances with banks are unrestricted for
withdrawal and usage.
Other bank balances includes balances and
deposits with banks that are restricted for
withdrawal and usage.
When items of income and expense within
statement of profit and loss from ordinary
activities are of such size, nature or incidence
that their disclosure is relevant to explain the
performance of the enterprise for the period, the
nature and amount of such material Items are
disclosed separately as exceptional items.
The Company has identified its reportable
segments based on internal reporting reviewed
by the Chief Operating Decision Maker (CODM).
Accordingly, The Company has classified
its business operations into two reportable
segments: (i) Liquid Storage Tanks, and (ii)
Chemicals. The Liquid Storage Tanks segment
comprises rental income from storage tank,
execution of EPC contracts for tank terminal
development, and ancillary services related to
maintenance and operations like wharfage and
jetty charges. The Chemicals segment involves
the manufacture and sale of industrial and
specialty chemicals.
The accounting policies applied to each segment
are consistent with those used in the preparation
of the financial statements. Segment revenues,
expenses, assets, and liabilities are directly
attributable to the respective segments or
allocated on a reasonable basis. Inter-segment
revenues, if any, are eliminated on consolidation
and presented on a net basis. Segment
performance is assessed based on profit before
tax and other key financial indicators.
Segment assets include operating assets such as
fixed assets, trade receivables, and inventories.
Segment liabilities represent those arising
from the operating activities of each business.
Assets and liabilities that cannot be allocated to
specific segments are shown under unallocated
corporate assets and liabilities. Similarly, income
and expenses that relate to the enterprise as
a whole and are not allocable on a reasonable
basis to individual segments are presented
as unallocated corporate income/ expenses.
Inter-segment transfers, if any, are recorded at
prevailing market prices.
(a) In determining the allowances for credit losses of Trade Receivables, the Company has used a practical
expedient by computing the Expected Credit Loss Allowance for Trade Receivables based on a provision matrix.
The provision matrix takes into account historical credit loss experience and is adjusted for forward looking
information. The Expected Credit Loss allowance is based on the ageing of the receivables that are due and the
rates used in the provision matrix.
(b) Since the Company calculates impairment under the simplified approach for Trade Receivables, it is not required
to separately track changes in credit risk of Trade Receivables as the impairment amount represents Lifetime
Expected Credit Loss. Accordingly, based on a harmonious reading of Ind AS 109 and the break-up requirements
under Schedule III, the disclosure for all such Trade Receivables is made as shown above.
(c) Trade receivables does not include any receivables from directors and officers of the company.
The company issued 60,00,000 share warrants during FY 2021-22. Of these, 28,25,000 equity shares were allotted
in FY 2022-23, and 29,25,000 equity shares were allotted in FY 2023-24. The remaining 2,50,000 warrants were
forfeited.
On September 18, 2023, '' 6.44 million, transferred to Capital Reserve being 25% of the Upfront Warrant Subscription
amount forfeited for non-payment of Balance 75% of amount for 2,50,000 warrants by one of non-promoter allottee
within 18 months from allotment of warrants.
During FY 2024-25, there was no change in the Share Premium Account. In FY 2023-24, the Company allotted
17,00,000 shares at '' 160 (premium '' 159), 1,80,000 shares at '' 175 (premium '' 174), and 20,00,000 shares at '' 162
(premium '' 161). Additionally, 29,25,000 share warrants were converted into equity shares at '' 103 (premium '' 102).
Nature and purpose of reserve:
Capital reserve: Capital reserve was created on account of capital receipts and forfeiture warrants.
Securities Premium: Securities premium is used to record the premium on issue of shares. The reserve is utilized in
accordance with the provisions of the Companies Act 2013.
Retained Earnings: Retained Earnings are the profits that the Company has earned till date, less any transfer to
General Reserve, dividends or other distributions paid to shareholders. The reserve can be utilised in accordance with
the provision of the Companies Act, 2013.
Other comprehensive income: Other comprehensive income (OCI) represents the re-measurement loss on defined
benefit plan, net of taxes that will not be re-classified to the Statement of Profit & Loss.
(a) The Company had availed an inter-corporate deposit facility of '' 5 million (âICD Facilityâ) from Morgan Securities
and Credits Pvt. Ltd (âMorganâ) in the year 2000 for its business expansion and thereafter certain disputes
arose between the parties with respect to repayment of the said ICD Facility. Accordingly, Morgan invoked the
arbitration clause against the Company as per their ICD agreement dated March 7, 2000, and filed arbitration
proceedings before the Ld. Arbitrator claiming repayment of balance outstanding of '' 3.46 million.
An award dated December 9, 2015, was passed by the Sole Ld. Arbitrator appointed by Morgan (âsaid awardâ)
whereby the Company and other guarantors were directed to pay Morgan the principal claim of '' 3.46 million
along with interest @ 36% p.a. with monthly rests which totaled to approximately '' 540 million on the said date
of arbitration award with further interest of 12% p.a on the said awarded amount till the date of actual payment.
From the date of award till the date of settlement, the said liability of '' 540 million further increased to '' 1,160
million on account of mounting of the interest on decretal amount.
The Company challenged the said award before Delhi High Court vide OMP (Comm.) No. 307/2016 which was
pending adjudication before the Honâble High Court of Delhi. In relation to the above matter, both the parties
filed various petitions which were pending before the Honâble High Court of Delhi and the Company also filed
FIR with EOW, Mumbai and FIR with Police Station Andheri, Mumbai against Morgan for selling of the pledged
securities at a very low prices.
After prolonged litigation of 24 years, the Company and Morgan mutually agreed to resolve all their pending
disputes relating to the aforesaid transaction and has settled the matter vide execution of the Settlement
Agreement dated January 16, 2025, which was recorded by order dated January 17, 2025 in OMP (COMM)
307/2016 and IA 12642/2019, 6309/2021, 6310/2021, 12355/2021, 12989/2021 of Honâble Delhi High Court.
In accordance with the terms of the Settlement Agreement, the Company paid full and final one-time sum of
'' 438.63 million to Morgan Securities and Credits Private Limited being the decretal debt which is not subjected
to deduction of TDS as per the said order and both the parties have settled and withdraw all legal proceedings,
including civil proceedings, criminal cases filed against each other before various courts/ statutory authorities/
enforcement agencies. This settlement concluded a long outstanding legal dispute and removed significant
operational constraints previously imposed on the Company, enabling it to focus on core business activities
and pursue accelerated growth opportunities. Importantly, the Company maintained a strong liquidity position,
ensuring no material impact on its financial stability while securing a clear path forward for strategic initiatives.
(b) A GST liability of '' 5.15 million, identified during the GST Audit for FY 2019 to FY 2023 in respect of the Chemical
Division, has been debited and presented as an exceptional item in the Statement of Profit and Loss for the year.
(a) Dispute with Morgan Securities and Credits Private Limited is settled as mentioned in Note No. 38 (a).
(b) The State Trading Corporation (STC) had claimed the amount aggregating to '' 242.64 million in relation to
certain transactions pertaining to period 2004-2008 which was disputed and not acknowledged as debt by the
company and shown as âContingent Liabilityâ in the financial statements. This was also treated as contingent
liability in the scheme of revival, approved under the provisions of the erstwhile Sick Industrial Companies
(Special Provisions) Act, 1985 by Honâble Delhi High Court vide its order dated December 04, 2015.
Subsequently, STC had filed an application u/s 9 of the Insolvency & Bankruptcy Code, 2016 with NCLT, Mumbai
Bench, which was disposed of by the order passed by Adjudicating Authority in Feb 2020 and ordered the
company to pay '' 21.89 million to STC in consonance with the revival scheme. The company paid the amount
as per the said order of Adjudicating Authority in full and final settlement of all alleged but disputed claims of
STC. Even though STC upon receiving the full amount of '' 21.89 million as per NCLT order, has belatedly filed an
appeal against the above referred NCLT order, before NCLAT Delhi Bench, the said appeal was dismissed by the
NCLAT vide its order dated April 20, 2023. This Order has been under challenge in a Civil Appeal filed by STC,
before Honâble Supreme Court in Civil appellate Jurisdiction, pending hearing in the matter. Since the dues of
STC have been fully paid as per NCLT order hence STCâs claim before Honâble Supreme Court will not survive as
per legal opinion.
(c) On April 1, 2024, the Company discovered the opening of an unauthorized bank account in the name of GBL
Chemical Limited, at State Bank of India (SBI), Backbay Reclamation Branch, Mumbai, with account number
41010899634 (âthe fraudulent accountâ). This account was associated with unauthorized transactions/borrowings
in the name of GBL Chemical Limited, wholly owned subsidiary Company and wherein the Company, was
also falsely listed as a co-borrower/guarantor along with GBL Chemical Limited. The preliminary investigation
suggested that Mr. Manish Chaturvedi, in collaboration with Mr. Ramakant Pilani, who was the incharge of
chemical business orchestrated and facilitated these fraudulent transactions by forging the signatures of Mr.
Ramesh Pilani and Mr. Rishi Pilani on the account opening documents, lending documents and other related
documents. Mr. Ramakant Pilani, who was CEO of the company and Director of GBL Chemical Limited offered
his resignation w.e.f April 02, 2024 and the Board accepted his resignation immediately. The company initiated
all available legal course of actions against the involved persons viz police Complaints, filing of civil and criminal
suits, filing of Complaints with Regulatory authorities RBI, CIBIL and SBI vigilance Cell etc, to safeguard the
interests of company and its subsidiary company including informing to Stock Exchanges and stakeholders as
required.
An FIR (No. 103/2024) is registered on May 02, 2024, against Mr. Ramakant Pilani, Mr. Manish Chaturvedi and
others at Cuff Parade Police Station, Mumbai following the police complaint filed by Ganesh Benzoplast Limited
and GBL Chemical for opening of fraudulent account with SBI in name of GBL Chemical Ltd and also against
Lok Sewak Leasing & Investment Private Limited (âLoksewakâ) and others. The Cuffe Parade Police Station
after completing its investigation registered a chargesheet before the Judicial Magistrate of First Class against
all involved accused persons including bank officer of SBI with conclusion that fraudulent bank account was
opened by using forged documents and unauthorized Board Resolution of Companies and mentioned that the
said bogus bank account was utilized for receipt of funds from Lok Sewak and other NBFCs, and the amounts
were subsequently diverted to entities under the direct control/ownership of the accused persons.
In relation to these fraudulent and authorized transactions, the Company has also filed a police complaint against
Progfin Private Limited, one of NBFC and the Vanrai Police Station, Goregaon has taken cognizance of the
involvement of Progfin and its employees and has registered a First Information Report (FIR) dated August 13,
2024, against: (i) Mr. Ramkanat Shankarmal Pilani; (ii) Mr. Manish Chaturvedi; and (iii) Mr. Yogesh Parab. Further, as
part of the investigation, there are several discrepancies, including but not limited to, non-compliances and other
practices undertaken by Progfin, in disbursing the alleged loans to the fraudulent account opened with SBI in
the name of GBL Chemical which were of questionable nature. Accordingly, and as a good governance practice,
GBL Chemical has also filed a complaint with the RBI on September 09, 2024. All of these matters are subjudice
and are currently under investigation by relevant regulatory authorities and law enforcement agencies.
Lok Sewak Leasing & Investment Private Limited (âLoksewakâ) and Progfin Private Limited (âProgfinâ), alleged
lenders have also filed the petition against the Company and its wholly owned subsidiary company, under Section
7 of the Insolvency and Bankruptcy Code, 2016 (âNCLT Petitionsâ). Honâble National Company Law Tribunal
(âNCLTâ) has dismissed the Section 7 application filed by Loksewak under the Insolvency and Bankruptcy
Code, 2016 against GBL Chemical Limited and petition filed by Progfin was yet to be admitted. Further, Ganesh
Benzoplast Ltd and GBL Chemical Ltd had also filed the commercial suit against the Loksewak & Progfin.
Further, two of the parties 63Ideas Infolabs Private Limited (â63 Ideasâ) and Smartpaddle Technology Private
Limited (BIZONGO) who were the alleged trade creditors and was part of these unauthorized and fraudulent
transactions, approached the company and (i) agreed to withdraw all notices, demands, allegations and legal
proceedings (civil or criminal) against the Company, GBL Chemical (and all group companies) and their respective
officers, directors, employees (collectively referred to as âGBL Groupâ) in relation to the said Fraudulent
Transactions; (ii) agreed to not make any claims (monetary or otherwise) against the GBL Group in relation to such
Fraudulent Transactions; and (iii) confirmed that GBL Group does not have any liability whatsoever on account of
Fraudulent Transactions as the same are contended to be forged, fabricated, executed without any authority by
Mr. Ramakant Pilani for the Fraudulent Transactions and accordingly the purported documents are declared to
be completely null, void and not binding in any manner whatsoever upon the GBL Group.
Lok Sewak Leasing & Investment Private Limited and Capital Trade links Limited also filed a police complaint with
offices of Economic Offences Wing (EOW) New Delhi against the Company and its directors and key managerial
personnel (KMPs), in relation to certain loans and borrowings allegedly undertaken by GBL Chemical in the
unauthorized bank account opened in its name with the State Bank of India and registered a FIR.
Further, upon investigations by EOW for the fraudulent transactions undertaken by Mr. Ramakant Pilani and others
in the name of GBL Chemical Limited the EOW has completed the arrests of the following offenders (âAccused
Personsâ) Mr. Ramakant Shankarmal Pilani ex-CEO of the Company and ex-director of GBL Chemical Limited,
Mr. Ajit Kumar Jena and Mr. Gopal Chaturvedi person unknown/unrelated to GBL Chemical Limited and GBL and
issued Press Releases and the investigations of the EOW confirms that Mr. Ramakant Pilani misused his position
in the Company and GBL Chemical Limited by creating false, fabricated and forged documents for opening of
SBI bank account, availing loans from third-parties and undertaking several unauthorised transactions.
GBL Chemical Limited had appointed a Forensic agency, Helik advisory, which has provided its expert finding
report that the signatures of Mr. Rishi Pilani and Mr. Ramesh Pilani are forged on all the documents submitted
for the fraudulent account opening with SBI and all unauthorized transactions/borrowings. GBL Chemical
Limited has also appointed M/s KPMG Assurance and Consulting Services LLP, India (âKPMGâ) to conduct a
thorough investigation to, (i) identify the individuals and entity/(ies) who appear to be the beneficiaries of monies
and remitter of the funds in the said fraudulent bank account(s) opened in the name of GBL Chemical; and to
establish any potential nexus between the said beneficiaries and the remitter of the funds and to trace the flow
of funds from fraudulent bank account(s). KPMG has successfully concluded its investigation and submitted an
Expert Fact-Finding Report to GBL Chemical (âFact-Finding Reportâ) and has confirmed that there is no potential
involvement of GBL Chemical, GBL and/or its current directors, management or representatives in the overall
fraud and GBL Chemical is not a beneficiary of funds received in the fraudulent bank account opened with SBI.
Thus, these fraudulent transactions were conducted without valid authorization and without the express consent
of the Companyâs Board or shareholders with forged and fabricated documents by accused persons, and further
expert legal opinion suggests that neither the Company nor its wholly owned subsidiary company, should be
required to fulfil any obligations arising from these fraudulent transactions. Consequently, no financial liability
should fall on the Company and GBL Chemical Limited. However, the Company has disclosed the approximate
amount of these unauthorized borrowings, totaling '' 450 million, under contingent liabilities.
The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital
ratios and establish a capital structure that would maximize the return to stakeholders through optimum mix of debt
and equity.
The Companyâs capital requirement is mainly to fund its capacity expansion and repayment of principal and interest
on its borrowings. The principal source of funding of the Company has been, and is expected to continue to be,
cash generated from its operations supplemented by funding from bank borrowings and the equity capital by way of
preferential allotment. The Company is not subject to any externally imposed capital requirements.
The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce
interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst
competing capital expansion projects, to capture market opportunities at minimum risk.
Detail of Net debt of the company which includes, interest bearing loans and borrowings less cash and cash
equivalents, bank balances other than cash and cash equivalents and current investments.
i. Equity includes all capital and reserves of the Company that are managed as capital.
ii. Debt is defined as long and short term borrowings, as described in note 24.
iii. The company has chosen not to declare a dividend for FY 2024-25, opting instead to reinvest profits to bolster
future growth initiatives.
In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to
ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital
structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call
loans and borrowings. There have been no breaches in the financial covenants of any interest- bearing loans and
borrowing in the current period.
During the periods mentioned above, there have been no transfers amongst the levels of hierarchy.
The carrying amounts of current trade receivables, current financial assets, cash and bank balances, loans,
trade payables, current borrowings, current financial liabilities and current lease liabilities are considered to
be approximately equal to their fair value.
Fair value of the Companyâs financial assets and financial liabilities are measured on a recurring basis at the
end of each reporting period.
b) Financial risk management
The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk
Management Framework and developing and monitoring the Companyâs risk management policies.
The Companyâs activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
The Companyâs Risk Management Committee focuses to minimize potential adverse effects of all the risk on its
financial performance.
The risk management policies are established to ensure timely identification and evaluation of risks, setting
acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits,
improve risk awareness and transparency. Risk management systems are reviewed regularly to reflect changes
in the market conditions and the Companyâs activities to provide reliable information to the Management and the
Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.
The risk management policies aims to mitigate the following risks arising from the financial instruments:
- Market risk;
- Credit risk; and
- Liquidity risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in the market prices. The value of a financial instruments may change as result of change in interest
rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all
market risk sensitive financial instruments including payable, deposits, loans & borrowings.
The Company management evaluates and exercise control over process of market risk management. The Board
recommends risk management objective and policies which includes management of cash resources, borrowing
strategies and ensuring compliance with market risk limits and policies.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at
both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes
in variable interest rate. The borrowings of the Company are principally denominated in rupees with a mix of
fixed and floating rates of interest. The risk is managed by the Company by maintaining an appropriate mix
between fixed and floating rate borrowings.
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to
the Company. Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness
as well as concentration risks. The Company has adopted a policy of only dealing with credit worthy counter parties
and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
Companyâs credit risk arises principally from the trade receivables, loans, cash & cash equivalents.
Trade receivables are typically unsecured and are derived from revenue earned from customers. Customer
credit risk is managed centrally by the Company and subject to established policy, procedures and control
relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive
credit rating score card and individual credit limits defined in accordance with the assessment.
Trade receivables consist of a large number of customers spread across diverse industries and geographical
areas with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored
and appropriate action is taken for collection of overdue receivables. Receivables are deemed to be past due or
impaired with reference to the Companyâs normal terms and conditions of business. These terms and conditions
are determined on a case to case basis with reference to the customerâs credit quality and prevailing market
conditions. The Company based on past experiences does not expect any material loss on its receivables and
hence no provision is deemed necessary on account of expected credit loss (âECLâ). The credit quality of the
Companyâs customers is monitored on an ongoing basis and assessed for impairment where indicators of such
impairment exist. The Company uses simplified approach (i.e. lifetime expected credit loss model) for impairment
of trade receivables. The solvency of the debtor and their ability to repay the receivable is considered in assessing
receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the
amounts in question and enforce compliance with credit terms.
As at March 31, 2025, two customers (one customer as at March 31, 2024) exceed 10% of the Companyâs total
trade receivables.
Credit risks from balances with banks and financial institutions are managed in accordance with the Company
policy. The Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions
having high credit- ratings assigned by credit-rating agencies and hence the risk is reduced.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time,
or at a reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities and the availability of funding through an adequate amount of committed credit facilities to meet
obligations when due. The Company maintains flexibility in funding by maintaining availability under committed
credit lines. The Management monitors rolling forecasts of the Companyâs Liquidity position and cash and cash
equivalents on the basis of the expected cash flows. The Company assessed the concentration of risk with
respect to its debt and concluded it to be low.
The following tables detail the Companyâs remaining contractual maturity for its non-derivative financial liabilities
with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Company can be required to pay. The table includes
both interest and principal cash flows.
The Company has pledged part of its trade receivables, short term investments and cash and cash equivalents
in order to fulfill certain collateral requirements for the banking facilities extended to the Company. There is
obligation to return the securities to the Company once these banking facilities are surrendered.
The Company contributes towards retirement benefit plans for all qualifying employees. Under these plans, the
Company is required to contribute a specified percentage of payroll costs.
Companyâs contribution to provident fund recognised in statement of profit and loss of '' 3.04 million (March 31,
2024''2.73 million)
(B) Defined benefit plans
The level of benefits provided depends on the memberâs length of service and salary at retirement age.
The gratuity plan is covered by The Payment of Gratuity Act, 1972. Under the gratuity plan, all employees are
entitled to Gratuity Benefits on exit from service due to retirement, resignation or death at the rate of 15 daysâ
salary for each year of service with payment ceiling of '' 2 million. The vesting period for gratuity as payable
under The Payment of Gratuity Act, 1972 is 5 years.
Under the Compensated absences plan, leave encashment is payable to all eligible employees on separation
from the Company due to death, retirement, superannuation or resignation. At the rate of daily salary, as per
current accumulation of leave days.
The above defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest
rate risk, longevity risk and salary risk.
The long/short term employee benefit covers the Companyâs liability for sick and earned leave. The amount of
the provision is '' 3.85 million (as at March 31, 2024''5.53 million).
Under the compensated absences plan, leave encashment is payable to certain eligible employees on separation
from the company due to death, retirement, or resignation. Employees are entitled to encash leave while serving
the company at the rate of daily salary, as per current accumulation of leave days.
The company also has leave policy for certain employees to compulsorily utilised the pending leave balance as
on June 30, for every year.
(1) No proceedings have been initiated on or are pending against the Company for holding benami property under
the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(2) The Company has not been declared willful defaulter by any bank or financial institution or government or any
government authority.
(3) The Company does not have any transactions with struck-off companies.
(4) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of
Companies (ROC) beyond the statutory period.
(5) The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the Companies
Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.
(6) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments
under the Income.
(7) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both during the current or previous year.
(8) The borrowings obtained by the Company from banks and financial institutions have been applied for the
purposes for which such loans were taken.
(9) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(10) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(11) The Company has not traded or invested in crypto currency or virtual currency during the current or previous
year.
NOTE 53: Previous period figures have been regrouped / recast / reclassified wherever necessary to confirm with current
year.
NOTE 54: The Company has approved its financial statements in its board meeting dated May 14, 2025.
The accompanying Notes are an integral part of the Standalone Financial Statements.
Chartered Accountants
Firmâs Regn. No.: 106456W
Chairman & Managing Director Executive Director - Terminal Operations
Hemant Bohra (DIN: 00901627) (DIN: 08301025)
Partner
Membership No. : 165667
UDIN: 25165667BMMLAC9790
Mumbai, May 14, 2025 Chief Financial Officer Company Secretary & Compliance Officer
Mar 31, 2024
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the management''s best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Present obligations arising under onerous contracts are recognised, measured and disclosed as provisions in standalone financial statements. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognised but disclosed only when an inflow of economic benefits is probable.
(l) Earnings per Share
Basic earnings per share is calculated by dividing:
⢠the profit attributable to owners of the Company;
⢠by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account;
⢠the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and
⢠the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
Inventories are valued at the lower of cost and net realisable value. Costs includes, expenses incurred in bringing each product to its present location and condition and are accounted for as follows:
Raw materials/Consumables Stores are valued at cost after providing for cost of obsolescence / depletion. Cost is determined on first in, first out basis.
Cost includes cost of direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Provisions are made to cover slow-moving and obsolete items based on historical experience of utilisation on a product category basis, which involves individual businesses considering their product lines and market conditions.
Investments in subsidiaries, associates and joint ventures are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of investment is assessed and an impairment provision is recognised, if required immediately to its recoverable amount. On disposal of such investments, difference between the net disposal proceeds and carrying amount is recognised in the statement of profit and loss.
(o) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks and other short-term deposits which are readily convertible into known amounts of cash, are subject to an insignificant risk of change in value and have original maturities of less than three months. These balances with banks are unrestricted for withdrawal and usage.
Other bank balances includes balances and deposits with banks that are restricted for withdrawal and usage.
(p) Exceptional Items
When items of income and expense within statement of profit and loss from ordinary activities are of such size, nature or incidence that their disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of such material Items are disclosed separately as exceptional items.
(q) Segment Reporting
Ind AS 108 establishes standards for the way that public enterprises report information about operating segments and related disclosures about products, services, geographic areas, and major customers. Based on the ''management approach'' as defined in Ind AS 108, the company is required to present information in the manner which the Chief Operating Decision Maker ("CODM") (i.e. Chairman & Managing Director) evaluates the company''s performance and allocates resources. The analysis is generally based on an analysis of various performance indicators by business segments. The accounting principles used in the preparation of the Financial Statements are consistently applied to record revenue and expenditure in individual segments, and are as set out in the relevant applicable accounting policies above. Revenue and identifiable operating expenses in relation to segments are categorised based on items that are individually identifiable to that segment.
Segment assets include all operating assets used by the business segments and consist principally of fixed assets, debtors and inventories. Segment liabilities include the operating liabilities that result from the operating activities of the business.
Segment assets and liabilities that cannot be allocated between the segments are shown as part of unallocated corporate assets and liabilities respectively. Income / Expenses relating to the enterprise as whole and not allocable on a reasonable basis to business segments are reflected as unallocated corporate income / expenses. Intersegment transfers are accounted at prevailing market prices.
On September 18, 2023, '' 6.44 million, transferred to Capital Reserve being 25% of the Upfront Warrant Subscription amount forfeited for non-payment of Balance 75% of amount for 2,50,000 warrants by one of non-promoter allottee within 18 months from allotment of warrants.
During the year, the Company allotted 17,00,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 160/- (including a premium of '' 159/- per share) to one non-promoter QIB investor and issued 1,80,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 175/- (including a premium of '' 174/- per share) to a Promoter group company and on March 1,2024, the Company allotted 20,00,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 162/-(including a premium of '' 161/- per share) to a non-promoter individual. During the year, the Company allotted 29,25,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 103/- (including a premium of '' 102/- per share), fully paid upon exercising the option available with the 10 warrant holders to convert 29,25,000 warrants held by them.
Capital reserve: Capital reserve was created on account of capital receipts and forfeiture warrants.
Securities Premium: Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.
Retained Earnings: Retained Earnings are the profits that the Company has earned till date, less any transfer to General Reserve, dividends or other distributions paid to shareholders. The reserve can be utilised in accordance with the provision of the Companies Act, 2013.
(a) GBL has challenged and objected to an Arbitration Award u/s. 34 of Arbitration Act,1996 before the Hon''ble High Court of Delhi on various grounds; against the Findings of the Arbitrator in the matter of Morgan Securities and Credits Pvt. Ltd. (MSC), wherein it has initiated Arbitration Proceedings to recover outstanding claim on ICD of ? 3.4 million advanced to GBL in year 2000. The Arbitrator passed an award on December 09, 2015 for ? 540 million against GBL (Principal ? 3.4 million and also allowed an Exorbitant Interest of ? 536.60 million on this principal amount which was calculated @ 3% p.m. with monthly rest till date of Award).
Morgan Securities and Credit Pvt Ltd had objected and obtained an ex-parte order on November 17, 2020 for restraining the Company to proceed further for preferential allotment after GBL took shareholders'' resolutions in respect thereto. GBL has sought vacation of the said ex-parte order, obtained without hearing GBL. Hon''ble High Court, Delhi vide its order dated January 21,2021, has modified the ex-parte order passed on November 17, 2020 and allowed GBL to act on shareholders'' Resolutions to proceed with preferential allotment pursuant to proposed Share Sale and Purchase Agreement (SSPA) subject to deposit of ? 30 million towards outstanding principal amount of ? 3.4 million and a simple interest of 36% per annum on it from September 28,2001 till date of order of the Court. Hon''ble High Court of Delhi has prima facie observed that the claim of 36% interest with monthly rest by which principal amount ? 3.4 million along with interest has become ? 900 million (260 times) appears to be against the most basic notions of Justice and warrants serious consideration by Court. GBL has deposited the full amount of ? 30 million with Registry of Delhi High Court in compliance of the said Order and direction of Hon''ble Court and as per the legal opinion sought, there are remote chances of any further liability.
Further, GBL had initiated the Criminal complaint against Morgan Securities and Credit Pvt Ltd and their sister/ group company along with concerned Stock broker company for act of cheating and breach of trust in fraudulent sale of pledged shares (which were kept as security for availing ICD facilities) in market to its sister concern/group companies at manipulated prices and other mandatory irregularities done by Morgan Securities and Credit Pvt Ltd., while giving the ICD facilities to GBL as an NBFC Company. This criminal complaint is being re-investigated by EOW. The Directors of accused company have challenged said order and directions and the matter is pending before Hon''ble Bombay High Court, Mumbai. GBL has also filed a complaint with SEBI against Morgan Securities and Credit Pvt Ltd for violation of various regulations under SEBI Act, while selling of pledged shares at depressed value, by manipulation in the Market; this complaint is subjudice before SEBI.
(b) The State Trading Corporation (STC) had claimed the amount aggregating to ? 242.64 million in relation to certain transactions pertaining to period 2004-2008 which was disputed and not acknowledged as debt by the company and shown as "Contingent Liability" in the financial statements. This was also treated as contingent liability in the scheme of revival, approved under the provisions of the erstwhile Sick Industrial Companies (Special Provisions) Act, 1985 by Hon''ble Delhi High Court vide its order dated December 04, 2015.
Subsequently, STC had filed an application u/s 9 of the Insolvency & Bankruptcy Code, 2016 with NCLT, Mumbai Bench, which was disposed of by the order passed by Adjudicating Authority in Feb 2020 and ordered the company to pay ? 21.89 million to STC in consonance with the revival scheme. The company paid the amount as per the said order of Adjudicating Authority in full and final settlement of all alleged but disputed claims of STC. Even though STC upon receiving the full amount of ? 21.89 million as per NCLT order, has belatedly filed an appeal against the above referred NCLT order, before NCLAT Delhi Bench, the said appeal was dismissed by the NCLAT vide its order dated April 20, 2023. This Order has been under challenge in a Civil Appeal filed by STC, before Hon''ble Supreme Court in Civil appellate Jurisdiction, pending hearing in the matter.
(c) On April 2, 2024, the Company discovered the opening of an unauthorized bank account in the name of its wholly-owned subsidiary, GBL Chemical Limited, at State Bank of India (SBI), Backbay Reclamation Branch, Mumbai, with account number 41010899634 ("the fraudulent account"). This account was associated with unauthorized borrowings, where the Company was falsely listed as a co-borrower/guarantor along with its subsidiary. On the same day, GBL informed SBI via letter that this account had been fraudulently opened and requested an immediate freeze on its operations.
Following this discovery, Mr. Ramakant Pilani, the Chief Executive Officer of the Company and was also director of GBL Chemical Limited, who oversaw the chemical division and the subsidiary, submitted his resignation from both positions. The Board accepted his resignation on April 2, 2024, to ensure a fair investigation and uphold good governance practices. GBL subsequently informed the stock exchanges of Mr. Ramakant Pilani''s resignation and issued public notices in leading newspapers to inform the public about the fraudulent transactions, which were conducted without the knowledge or authorization of the Company or GBL Chemical Limited.
Upon reviewing the account statements provided by SBI, it was found that all transactions conducted in the fraudulent account, primarily under the name of GBL Chemical Limited, were unauthorized and executed in a fraudulent manner. The preliminary investigation by the Company suggests that Mr. Manish Chaturvedi, in collaboration with Mr. Ramakant Pilani, orchestrated and facilitated these fraudulent transactions. It was further revealed that the signatures of Mr. Ramesh Pilani, Mr. Rishi Pilani, and Mr. Raunak Pilani were forged on the lending documents and other related documents.
In response to these findings, GBL and GBL Chemical Limited have initiated several actions, including:
(a) Filing police complaints against the involved parties. Additionally, Mr. Rishi Pilani and Mr. Ramesh Pilani have filed personal complaints for the forgery of their signatures by Mr. Ramakant Pilani. (b) Initiating legal proceedings to set aside and cancel the documents executed with the involved parties related to the fraudulent transactions. (c) Issuing a letter to the Chief Vigilance Officer of SBI on April 18, 2024, informing them about the fraudulent account. (d) Registering an FIR (number 103/2024) on May 2, 2024, at Cuffe Parade Police Station in Mumbai against Mr. Ramakant Pilani and other accused individuals. (e) Sending a letter to the Reserve Bank of India on May 13, 2024, requesting an investigation into the fraudulent account opened by SBI. (f) Proposing the appointment of KPMG Assurance and Consulting Services LLP by GBL Chemical Limited to provide an expert witness report on the fraudulent transactions.
Given that these transactions were conducted without valid authorization and without the express consent of the Company''s Board or shareholders, expert legal opinion suggests that neither GBL nor GBL Chemical Limited should be required to fulfill any obligations arising from these fraudulent transactions. Consequently, no financial liability should fall on GBL or GBL Chemical Limited. However, the Company has disclosed the approximate amount of these unauthorized borrowings, totaling '' 450 million, under contingent liabilities.
The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximize the return to stakeholders through optimum mix of debt and equity.
The Company''s capital requirement is mainly to fund its capacity expansion and repayment of principal and interest on its borrowings. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the equity capital by way of preferential allotment. The Company is not subject to any externally imposed capital requirements.
The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects, to capture market opportunities at minimum risk.
Detail of Net debt of the company which includes, interest bearing loans and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current investments.
The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company''s risk management policies.
The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s Risk Management Committee focuses to minimize potential adverse effects of all the risk on its financial performance.
The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management systems are reviewed regularly to reflect changes in the market conditions and the Company''s activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.
The risk management policies aims to mitigate the following risks arising from the financial instruments:
- Market risk;
- Credit risk; and
- Liquidity risk.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The value of a financial instruments may change as result of change in interest rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including payable, deposits, loans & borrowings.
The Company management evaluates and exercise control over process of market risk management. The Board recommends risk management objective and policies which includes management of cash resources, borrowing strategies and ensuring compliance with market risk limits and policies.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees with a mix of fixed and floating rates of interest. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. The Company has adopted a policy of only dealing with credit worthy counter parties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
Company''s credit risk arises principally from the trade receivables, loans, cash & cash equivalents.
Trade receivables are typically unsecured and are derived from revenue earned from customers. Customer credit risk is managed centrally by the Company and subject to established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating score card and individual credit limits defined in accordance with the assessment.
Trade receivables consist of a large number of customers spread across diverse industries and geographical areas with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables. Receivables are deemed to be past due or impaired with reference to the Company''s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer''s credit quality and prevailing market conditions. The Company based on past experiences does not expect any material loss on its receivables and hence no provision is deemed necessary on account of expected credit loss (''ECL''). The credit quality of the Company''s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The Company uses simplified approach (i.e. lifetime expected credit loss model) for impairment of trade receivables. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with credit terms.
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Credit risks from balances with banks and financial institutions are managed in accordance with the Company policy. The Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit- ratings assigned by credit-rating agencies and hence the risk is reduced.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time, or at a reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. The Company maintains flexibility in funding by maintaining availability under committed credit lines. The Management monitors rolling forecasts of the Company''s Liquidity position and cash and cash equivalents on the basis of the expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.
The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.
The Company has pledged part of its trade receivables, short term investments and cash and cash equivalents in order to fulfill certain collateral requirements for the banking facilities extended to the Company. There is obligation to return the securities to the Company once these banking facilities are surrendered.
The Company contributes towards retirement benefit plans for all qualifying employees. Under these plans, the Company is required to contribute a specified percentage of payroll costs.
Company''s contribution to provident fund recognised in statement of profit and loss of ? 2.73 million (March 31,2023 ? 2.06 million)
The level of benefits provided depends on the member''s length of service and salary at retirement age.
The gratuity plan is covered by The Payment of Gratuity Act, 1972. Under the gratuity plan, all employees are entitled to Gratuity Benefits on exit from service due to retirement, resignation or death at the rate of 15 days'' salary for each year of service with payment ceiling of ? 20 lakhs. The vesting period for gratuity as payable under The Payment of Gratuity Act, 1972 is 5 years.
Under the Compensated absences plan, leave encashment is payable to all eligible employees on separation from the Company due to death, retirement, superannuation or resignation. At the rate of daily salary, as per current accumulation of leave days.
The above defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
(1) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(2) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(3) The Company does not have any transactions with struck-off companies.
(4) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period.
(5) The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.
(6) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income
(7) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(8) The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were taken.
(9) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(10) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(11) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
NOTE 57: Previous period figures have been regrouped / recasted / reclassified wherever necessary.
NOTE 58: The Company has approved its financial statements in its board meeting dated May 30, 2024.
The accompanying Notes are an integral part of the Standalone Financial Statements.
Chartered Accountants Firm''s Regn. No.: 106456W
Chairman & Managing Director Executive Director - Terminal Operations Hemant Bohra (DIN 00901627) (DIN 10099782)
Partner
Membership No. : 165667 UDIN: 24165667BKEZEJ8383
Ramesh Pilani Ekta Dhanda
Mumbai, May 30, 2024 Chief Financial Officer Company Secretary
Mar 31, 2023
a) In determining the allowances for credit losses of Trade Receivables, the Company has used a practical expedient by computing the Expected Credit Loss Allowance for Trade Receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The Expected Credit Loss allowance is based on the ageing of the receivables that are due and the rates used in the provision matrix.
b) Since the Company calculates impairment under the simplified approach for Trade Receivables, it is not required to separately track changes in credit risk of Trade Receivables as the impairment amount represents Lifetime Expected Credit Loss. Accordingly, based on a harmonious reading of Ind AS 109 and the break-up requirements under Schedule III, the discolsure for all such Trade Receivables is made as shown above.
c) Trade receivables does not include any receivables from directors and officers of the company.
During the year, the Company allotted 28,25,000 Equity Shares of the face value of '' 1/- each at an issue price of '' 103/-(including a premium of '' 102/- per share), fully paid upon exercising the option available with the 23 warrant holders to convert 28,25,000 warrants held by them.
(b) Terms/Rights attached to Equity shares
The company has only one class of equity shares having par value of ^ 1/- per share. Each holder of equity shares is entitled to one vote per share. The Company if declares dividend would pay in Indian Rupees. The dividend, if proposed by the Board of Directors will be subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Nature and purpose of reserve:
Capital reserve: Capital reserve was created on account of capital receipts and forfeiture of partly paid Equity Shares. There is no movement in Capital Reserve during the current and previous year.
Securities Premium: Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.
Retained Earnings: Retained Earnings are the profits that the Company has earned till date, less any transfer to General Reserve, dividends or other distributions paid to shareholders. The reserve can be utilised in accordance with the provision of the Companies Act, 2013.
Other comprehensive income: Other comprehensive income (OCI) represents the re-measurement loss on defined benefit plan, net of taxes that will not be re-classified to the Statement of Profit & Loss.
Short-term overdraft - from bank
From Bank (Secured) - outstanding '' 96.90 million as at 31st March, 2023 (Outstanding as at 31st March, 2022 '' Nil) overdraft facility availed from Union Bank of India against security of fixed deposit. The interest rates are in the ranges from 7.50% to 8% p.a.
From Bank (Secured) - outstanding '' 0.42 million as at 31st March, 2022 overdraft facility availed from Central Bank of India against security of fixed deposit.
Claims by parties against company not acknowledged as Debt includes the following
a. GBL has challenged and objected to an Arbitration Award u/s.34 of Arbitration Act,1996 before the Hon''ble High
Court of Delhi on various grounds; against the Findings of the Arbitrator in the matter of Morgan Securities and Credits Pvt Ltd (MSC), wherein it has initiated Arbitration Proceedings to recover outstanding claim on ICD of '' 3.4 million advanced to GBL in year 2000. The Arbitrator passed an award on December, 09, 2015 for '' 540 million against GBL (Principal '' 3.4 million and also allowed an Exorbitant Interest of '' 536.60 million on this principal amount which was calculated @ 3% p.m. with monthly rest till date of Award).
Morgan Securities and Credit Pvt Ltd had objected and obtained an ex-parte order on November 17, 2020 for restraining the Company to proceed further for preferential allotment after GBL took shareholders'' resolutions in respect thereto. GBL has sought vacation of the said ex-parte order, obtained without hearing GBL. Hon''ble High Court, Delhi vide its order dated January 21, 2021, has modified the ex-parte order passed on November 17,2020 and allowed GBL to act on shareholders'' Resolutions to proceed with preferential allotment pursuant to proposed Share Sale and Purchase Agreement (SSPA) subject to deposit of '' 30 million towards outstanding principal amount of '' 3.4 million and a simple interest of 36% per annum on it from September 28,2001 till date of order of the Court. Hon''ble High Court of Delhi has prima facie observed that the claim of 36% interest with monthly rest by which principal amount '' 3.4 million along with interest has become '' 900 million (260 times) appears to be against the
most basic notions of Justice and warrants serious consideration by Court. GBL has deposited the full amount of '' 30 million with Registry of Delhi High Court in compliance of the said Order and direction of Hon''ble Court and as per the legal opinion sought, there are remote chances of any further liability.
Further, GBL had initiated the Criminal complaint against Morgan Securities and Credit Pvt Ltd and their sister/ group company along with concerned Stock broker company for act of cheating and breach of trust in fraudulent sale of pledged shares (which were kept as security for availing ICD facilities) in market to its sister concern/group companies at manipulated prices and other mandatory irregularities done by Morgan Securities and Credit Pvt Ltd., while giving the ICD facilities to GBL as an NBFC Company. This criminal complaint is being re-investigated by EOW. The Directors of accused company have challenged said order and directions and the matter is pending before Hon''ble Bombay High Court, Mumbai. GBL has also filed a complaint with SEBI against Morgan Securities and Credit Pvt Ltd for violation of various regulations under SEBI Act, while selling of pledged shares at depressed value, by manipulation in the Market; this complaint is subjudice before SEBI.
b. The State Trading Corporation (STC) had claimed the amount aggregating to '' 242.64 million in relation to certain transactions pertaining to period 2004-2008 which was disputed and not acknowledged as debt by the company and shown as "Contingent Liability" in the financial statements. This was also treated as contingent liability in the scheme of revival, approved under the provisions of the erstwhile Sick Industrial Companies (Special Provisions) Act, 1985 by Hon''ble Delhi High Court vide its order dated December 04, 2015.
Subsequently, STC had filed an application u/s 9 of the Insolvency & Bankruptcy Code, 2016 with NCLT, Mumbai Bench, which was disposed of by the order passed by Adjudicating Authority in Feb 2020 and ordered the company to pay '' 21.89 million to STC in consonance with the revival scheme. The company paid the amount as per the said order of Adjudicating Authority in full and final settlement of all alleged but disputed claims of STC. Even though STC upon receiving the full amount of '' 21.89 million as per NCLT order, has belatedly filed an appeal against the above referred NCLT order, before NCLAT Delhi Bench, the said appeal was dismissed by the NCLAT vide its order dated April 20, 2023.
C. Show Cause Notice (SCN) No. CGST/Bel-V/R-II/CBDT/GBL/148/20-21/1489 dated 20.10.2021 received from Assistant Commissioner (Division-V), GST & Central Excise, Belapur Commissionerate, Navi Mumbai for the period Apr 2016 to 30 June 2017 for Reconciliation difference between revenue as per STR & ITR for '' 4.68 million. As per the view of GST consultant this show cause notice will not sustained due to technical issues.
NOTE 48 : SEGMENT REPORTING AS PER IND AS 108 ON "OPERATING SEGMENT"
a) Description of segments and principal activities:
The Company has determined following reporting segments based on the information reviewed by the Company''s Chief Operating Decision Maker (''CODM'') (i.e. Chairman & Managing Director):
⢠Segment-1, Chemical
⢠Segment-2, Liquid Storage Terminal (LST)
The above business segments have been identified considering:
a. the nature of products and services
b. the differing risks and returns
c. the internal organisation and management structure, and
d. the internal financial reporting system
The Chief Operating Decision Maker ("CODM") evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by operating segments. The CODM reviews revenue and profit as the performance indicator for all of the operating segments.
The Company is primarily engaged in the business of Chemical and Liquid Storage Terminal (LST). The Company has presented segment information on the basis of Financial Statements in accordance with Ind AS 108 "Operating Segments.
NOTE 50 : FINANCIAL INSTRUMENTS a) Capital Risk management
The Company being in a capital intensive industry, its objective is to maintain a strong credit rating, healthy capital ratios and establish a capital structure that would maximize the return to stakeholders through optimum mix of debt and equity.
The Company''s capital requirement is mainly to fund its capacity expansion and repayment of principal and interest on its borrowings. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the equity capital by way of preferential allotment. The Company is not subject to any externally imposed capital requirements.
The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and elongate the maturity of its debt portfolio, and closely monitors its judicious allocation amongst competing capital expansion projects, to capture market opportunities at minimum risk.
Detail of Net debt of the company which includes, interest bearing loans and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current investments.
i. Equity includes all capital and reserves of the Company that are managed as capital.
ii. Debt is defined as long and short term borrowings, as described in note 22 & 27.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest- bearing loans and borrowing in the current period.
The main risks arising from Company''s financial instruments are foreign currency risk, interest rate risk, credit risk and liquidity risk. The Board of Directors review and agree policies for managing each of these risks.
b) Financial risk management
The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company''s risk management policies.
The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s Risk Management Committee focuses to minimize potential adverse effects of all the risk on its financial performance.
The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management systems are reviewed regularly to reflect changes in the market conditions and the Company''s activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.
The risk management policies aims to mitigate the following risks arising from the financial instruments:
- Market risk;
- Credit risk; and
- Liquidity risk.
c) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The value of a financial instruments may change as result of change in interest rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including payable, deposits, loans & borrowings.
The Company management evaluates and exercise control over process of market risk management. The Board recommends risk management objective and policies which includes management of cash resources, borrowing strategies and ensuring compliance with market risk limits and policies.
d) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees with a mix of fixed and floating rates of interest. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.
e) Credit risk management:
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. The Company has adopted a policy of only dealing with credit worthy counter parties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
Company''s credit risk arises principally from the trade receivables, loans, cash & cash equivalents.
Trade receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers. Customer credit risk is managed centrally by the Company and subject to established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating score card and individual credit limits defined in accordance with the assessment.
Trade receivables consist of a large number of customers spread across diverse industries and geographical areas with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables. Receivables are deemed to be past due or impaired with reference to the Company''s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer''s credit quality and prevailing market conditions. The Company based on past experiences does not expect any material loss on its receivables and hence no provision is deemed necessary on account of expected credit loss (''ECL''). The credit quality of the Company''s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The Company uses simplified approach (i.e. lifetime expected credit loss model) for impairment of trade receivables. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with credit terms.
Cash and cash equivalents
Credit risks from balances with banks and financial institutions are managed in accordance with the Company policy. The Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit- ratings assigned by credit-rating agencies and hence the risk is reduced.
Liquidity risk management
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time, or at a reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. The Company maintains flexibility in funding by maintaining availability under committed credit lines. The Management monitors rolling forecasts of the Company''s Liquidity position and cash and cash equivalents on the basis of the expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.
The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.
The Company has pledged part of its trade receivables, short term investments and cash and cash equivalents in order to fulfill certain collateral requirements for the banking facilities extended to the Company. There is obligation to return the securities to the Company once these banking facilities are surrendered.
NOTE : 52 EMPLOYEE BENEFIT OBLIGATIONS
A) Defined contribution plan
The Company operates defined contribution retirement benefit plans for all qualifying employees. Under these plans, the Company is required to contribute a specified percentage of payroll costs.
Company''s contribution to provident fund recognised in statement of profit and loss of R 2.06 Million (31st March, 2022: R 1.84 Million)
B) Defined benefit plans
The level of benefits provided depends on the member''s length of service and salary at retirement age.
The gratuity plan is covered by The Payment of Gratuity Act, 1972. Under the gratuity plan, all employees are entitled to Gratuity Benefits on exit from service due to retirement, resignation or death at the rate of 15 days'' salary for each year of service with payment ceiling of R 20 lakhs. The vesting period for gratuity as payable under The Payment of Gratuity Act, 1972 is 5 years.
Under the Compensated absences plan, leave encashment is payable to all eligible employees on separation from the Company due to death, retirement, superannuation or resignation. At the rate of daily salary, as per current accumulation of leave days.
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet.
b. Compensated Absences
Under the compensated absences plan, leave encashment is payable to certain eligible employees on separation from the company due to death, retirement, or resignation. Employees are entitled to encash leave while serving the company at the rate of daily salary, as per current accumulation of leave days.
The company also has leave policy for certain employees to compulsorily utilised the pending leave balance as on 30th June for every year.
NOTE 56 - DETAILS OF BENAMI PROPERTY HELD
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
NOTE 57 WILFUL DEFAULTER
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
NOTE 58 RELATIONSHIP WITH STRUCK OFF COMPANIES
The Company does not have any transactions with struck-off companies.
NOTE 59 REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES
The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period.
NOTE 60 COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES
The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.
NOTE 61 UNDISCLOSED INCOME
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income
NOTE 62 VALUATION OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSET
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
NOTE 63 UTILISATION OF BORROWINGS AVAILED FROM BANKS AND FINANCIAL INSTITUTIONS
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were taken.
NOTE 64 FUNDS FROM FOREIGN PARTIES
The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
The Company ghave not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
NOTE 65 DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
The accompanying Notes are an integral part of the Standalone Financial Statements
Mar 31, 2018
NOTE 1 : Capital Commitments
Estimated amount of contract remaining to be executed on capital account, net of advances is Rs, 80.65 Millions (Previous year Rs, 28.05 Millions).
NOTE 2 : Gratuity and other Post-Employment Benefit Plans
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded. The following tables summaries the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans.
Statement of profit and loss account
Net employee benefit expense recognized in the employee cost
NOTE 3 : Related Party Disclosure
a) Names of related parties and related party relationship Related parties where control exists irrespective of Nil whether transactions have occurred or not__
Related parties with whom transactions have taken place
during the year__
Key Management Personnel Rishi Ramesh Pilani/Raunak Pilani (Promoter Directors)
Ramesh Pilani (CFO)
_Ramakant Pilani (CEO)_
Relatives of key management personnel Poonam Pilani (Wife of Rishi Pilani)
Manju Pilani (Wife of Ramakant Pilani)
_Sushila Pilani (Wife of Ramesh Pilani)_
Enterprises owned or significantly influenced by Ganesh Investment and Financial Technics Pvt. Ltd.
key management personnel or their relatives Stolt Rail Logistic Systems Ltd
(Formerly Infrastructure Logistic Systems Ltd)
Susram Financial Services and Realty Pvt. Ltd.
Agarwal Bulkactives Pvt.Ltd.
NOTE 4: First-time adoption of Ind AS
The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 1st April, 2017, with a transition date of 1st April, 2016. The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements for the year ended 31st March, 2018, be applied retrospectively and consistently for all financial years presented. However, in preparing these Ind AS financial statements, the Company has availed of certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP have been recognized directly in equity (retained earnings or another appropriate category of equity).
Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.
A. Optional Exemptions
a. Deemed Cost - The Company has opted and accordingly considered the carrying value of property, plant and equipment, Intangible assets and Investment properties as deemed cost as at transition date.
b. Investments - The Company has considered the cost of Investments as deemed cost as at transition date.
B. Mandatory Exceptions
a. Estimates - An entityâs estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies).
b. Classification and measurement of financial assets- Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.
C. Transition to Ind AS - Reconciliations
The following reconciliations provide a quantification of the effect of significant differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:
I Reconciliation of Balance sheet as at 1st April, 2016 (Transition Date) and as at 31st March, 2017
II Reconciliation of statement of Profit & Loss as at 31st March, 2017
III (A) Reconciliation of Equity as at 31st March, 2017
(B) Reconciliation of total comprehensive income as at 31st March, 2017
(C) Reconciliation of cash flow Statement as at 31st March, 2017
The presentation requirements under Previous GAAP differs from Ind AS and hence Previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The Regrouped Previous GAAP information is derived from the Financial Statements of the Company prepared in accordance with Previous GAAP.
C. Reconciliation of cash flows for the year ended 31st March 2017
The adjustments as explained above are of non-cash nature and accordingly, there are no material differences in the cash flows from operating, investing and financing activities as per the erstwhile GAAP and as per Ind AS.
IV Notes to the first-time adoption of Ind AS
Recognition of gain/loss on actuarial valuation in Other Comprehensive income
Under the previous GAAP, measurements i.e. actuarial gains and losses on the net defined benefit obligation were recognized in the statement of profit and loss. Under Ind AS, these remeasurements are recognized in other comprehensive income (OCI) instead of the statement of profit and loss. As a result of this change, the profit for the year ended 31st March, 2017 increased by Rs, 0.61 Millions. There is no impact on the total equity as at 31stMarch, 2017.
Mar 31, 2016
1. Capital Commitments
Estimated amount of contract remaining to be executed on capital account, net of advances, not provided for is Rs.150.92 Millions (Previous year Rs. 21.36 Millions)
2. In earlier years net worth of the Company had been fully eroded, as a result Company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Company''s (Special Provisions) Act, 1985 and the Company was declared as sick unit vide order of BIFR passed in May, 2010 vide reference no.42/2009 wherein the board has appointed IDBI as Operating Agency (OA) which has submitted the revival scheme to BIFR.
In April, 2013 Draft rehabilitation scheme (DRS) was circulated to public for suggestion and objections. Thereafter due to nonfunctioning of BIFR bench for longer time, Company approached to Delhi High court for sanctioning the scheme. The Hon'' High Court of Delhi, vide judgment dated 4th December 2015, sanctioned the D.R.S. and the sanctioned scheme is under implementation.
During the year, under consideration Company has taken write back of pending waivers (Accumulated interest accrued and due but unpaid on Long Term loan availed for Capex from Financial institutions, and the said interest was suo-motto disallowed u/s 43B of Income Tax Act, 1961 in computation of total income of past many years) to the tune of Rs. 500 Millions as per the BIFR rehabilitation scheme and the same is reflected under Exceptional Item in Schedule no 25 to notes to accounts.
3. Gratuity and other post-employment benefit plans
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.
The following tables summaries the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
4. There are no dues to Micro, Small and Medium Enterprises as defined under âThe Micro, Small and Medium Enterprises Development Act, 2006 as at 31 March 2016. This information has been determined to the extent; such parties have been identified on the basis of the information available with the Company.
Mar 31, 2015
1. Corporate Information
The Company is engaged in the business of manufacture, export and
import of premium range of speciality chemicals, food preservatives and
Industrial lubricants. The Company also provides conditioned storage
facilities for bulk liquids and chemicals at various ports in India.
2. Share Capital
(a) Terms/Rights attached to Equity shares
The Company has only one class of equity shares having face value of
Rs. 1 per share. 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 Directors, if any, is subject to
the approval of the shareholders in the Annual General Meeting.
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders
3. Contingent Liabilities not provided for
Rs. Millions
Particulars 31-Mar-15 31-Mar-14
Claims filed by Seventeen parties
before different courts against
Company not acknowledge as 94.88 94.88
Debt including the claim partly
acknowledged.
Claim for delayed interest(disputed)
made by three parties namely M/s 944 944
Sahastraa Export and M/s Harsh
Industries and M/s Fab trade.
Claims by Two co-op banks by filing
recovery suits in respect of guarantees 22.32 22.32
alleged to have been issued by
Company
Contingent Liabilities in respect of 50.00 50.00
pending Sales Tax re-assessment
Claim of The State Trading Corporation
Ltd in respect of unrealized exports 113.50 113.50
bills of The State Trading Corporation
Ltd
Claim of Jawaharlal Nehru Port Trust Amount Amount
&Marmagao Port Trust in Arbitration indeter indeter
minate minate
Income Tax demand (Pertains to
interest charged u/s 234A/B/C and
220(2) of I.T Act 1961) in respect of
Assessment Year 1999-00 and 2000-
01. In this respect the Company has 28.21 28.21
approached to BIFR for waiver of
overall interest. And looking in to
Company's financial crisis our plea is
likely to be accepted.
4. Capital Commitments
Estimated amount of contract remaining to be executed on capital
account, net of advances, not provided for is Rs. 21.36 Million
(Previous year Rs. 18.33 Million)
5. In earlier years net worth of the Company had been fully eroded,
as a result Company had approached to the Board for Industrial &
Financial Restructuring (BIFR) for protection provided under The Sick
Industrial Company's (Special Provisions) Act, 1985 and the Company was
declared as sick unit vide order of BIFR passed in May, 2010 vide
reference no.42/2009 wherein the board has appointed IDBI as Operating
Agency (OA) which has submitted the revival scheme to BIFR.
In April, 2013 Draft rehabilitation scheme (DRS) was circulated to
public for suggestion and objections. As per the directions of BIFR, in
December, 2014 Operating Agency (OA)submitted the revised final DRS
incorporating some of the changes suggested by BIFR for its sanction,
and very soon BIFR will sanction the said DRS.
6. Gratuity and other post-employment benefit plans
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is non-funded.
The following tables summaries the components of net benefit expense
recognized in the profit and loss account and amounts recognized in the
balance sheet for the respective plans.
7. There are no dues to Micro, Small and Medium Enterprises as
defined under "The Micro, Small and Medium Enterprises Development Act,
2006 as at 31 March 2015. This information has been determined to the
extent; such parties have been identified on the basis of the
information available with the Company.
8. Related Party Disclosure
a) Names of related parties and related party relationship
Related parties where control
exists irrespective of whether Nil
transactions have occurred or
not
Related parties with whom transactions
have taken place during the year
Key Management Personnel Rishi Pilani/Raunak Pilani
(Promoter Directors)
Ramesh Pilani (CEO)
Relatives of key management Poonam Pilani (Wife of
personnel Rishi Pilani)
Manju Pilani (Mother of
Paunak Pilani)
Sushila Pilani (Mother of
Rishi Pilani)
Ramakant Pilani (Father of
Raunak Pilani)
Enterprises owned or Futuristic Offshore Services
significantly influenced by key and Chemical Ltd
management personnel or their
relatives Agarwal Chemicals
Ganesh Investment and
Financial Technics Pvt Ltd
Infrastructure Logistic
Systems Ltd
Susram Financial Services
and Realty Pvt Ltd.
Agarwal Bulk Actives Pvt.Ltd.
Mar 31, 2014
1. Corporate Information
Ganesh Benzoplast Limited (the Company) is a public company domiciled
in India and incorporated under the provisions of the Companies Act,
1956. Its shares are listed on Bombay Stock Exchange in India. The
company is engaged in the business of manufacturing and selling food
preservatives and industrial lubricants. The company caters to both
domestic and international markets. The company also provides storage
and warehousing services at various ports in India.
2. Basis of preparation
The financial statements have been prepared to comply in all material
respects in respects with the Notified accounting standard by Companies
(Accounting Standards) Rules, 2006, (as amended) and the relevant
provisions of the Companies Act, 1956. The financial statements have
been prepared under the historical cost convention on an accrual basis.
The accounting policies have been consistently applied by the Company
and are consistent with those used in the previous year.
(a) Terms/Rights attached to Equity shares
The company has only one class of equity shares having par value of ''1''
per share. Each holder of equity shares is entitled to one vote per
share. The company declares and pays dividends in Indian rupees. The
dividend if any, 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 of the company, the holders of equity
shares will be entitled to receive remaining assets of the company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders
b) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having
face value of Rs. 100 each for an aggregate of Rs. 74.66 million to
IFCI in accordance with One Time Settlement Agreement entered in the
earlier years. The said ZCB are redeemable at par in three equal
installments of Rs. 24.88 million each on September 30, 2016, September
30, 2017 and September 30, 2018. These ZCB are interest free and non
transferable. Further these are secured by second charge on all fixed
assets of the Company.
c) Cent rental loan is secured against contract with one of the
customer Indorama Synthetic (I) Limited for rendering of storage
services. Further this is secured against mortgage of personal
properties of promoters alongwith personal guarantees of directors and
their relatives.
d) Term Loans from financial institutions include loans directly
disbursed by India Debt Management Pvt Lrd (IDM) and those acquired by
IDM from some erstwhile lenders of the Company. All these term loans
are secured by a first charge/ mortgage of all immovable properties
both present and future and by a first charge by way of hypotheecation
of all movables (save and except book debts) including movable
machinery spares, tools and accessories present and future and shall
rank pari passu between one another. These loans are proposed to be
restructured in both quantum and repayment schedule under a draft
Rehabilitation Scheme filed by the Company with BIFR which is pending
approval. As per the proposed terms under the Draft Rehabilitation
Scheme, these loans carry an interest rate of 18.50% p.a. effective
from January 1,2014 and are repayable before 31.08.2014 based on terms
agreed between IDM and the Company. The Company is taking appropriate
steps to repay the said loans, by way of availing fresh long term loans
from prospective investor to replace the debt of IDM. Hence though the
restructured loans of IDM are repayable by 31.08.2014, these continue
to be classified as Long term borrowings for the current finacial year
as the Compnay and management expect to refinance these obligations
through fresh long term loans.
The Company has made profit during the year but since, the company has
sufficient assessed losses as well as book losses, no provision has
been made in respect of Income Tax or MAT u/s 115JB of the Income Tax
Act,1961. Further in view of uncertainty of availment of tax benefit on
accumulated business losses and unabsorbed depreciation, company has
recognized deferred tax assets only to the extent of deferred tax
liability.
e) Fixed deposits are subject to first charge to secure the bank
overdraft facilty and bank guarantees issued in favour of the company.
f) Margin Money deposit are subject to first charge to secure the bank
gurantees issue by the Central bank of India in the favour of company
of equal amount to various parties.
3. Contingent Liabilities not (Rs. in millions)
provided for
Particulars 31-Mar-14 31-Mar-13
Claims filed by Seventeen 94.88 94.88
parties before different
courts against company not
acknowledge as Debt including
the claim partly acknowledged.
Claim for delayed 9.44 9.44
interest(disputed) made by three
parties namely M/s Sahastraa
Export and M/s Harsh Industries
and M/s Fab trade.
Claims by Two co-op banks by 22.32 22.32
filing recovery suits in respect
of guarantees alleged to have
been issued by company
Contingent Liabilities in respect 50.00 50.00
of pending Sales Tax re-
assessment
Claim of The State Trading 113.50 113.50
Corporation Ltd in respect of
unrealized exports bills of The
State Trading Corporation Ltd
Claim of Jawaharlal Nehru Port Amount Amount
Trust & Marmagao Port Trust in indeter- indeter-
Arbitration minate minate
Income Tax demand (Pertains 28.21 37.63
to interest charged u/s
234A/B/C and 220(2) of I.T Act
1961) in respect of Assessment
Year 1999-00 and 2000-01. In
this respect the company has
approached to BIFR for waiver
of overall interest. And looking in
to company''s financial crisis our
plea is likely to be accepted.
4. Capital Commitments
Estimated amount of contract remaining to be executed on capital
account, net of advances, not provided for is Rs. 18.33 Million
(Previous year Rs. 55.00 Million)
5. Capital and Reserves of the company has been fully eroded by the
net losses, the necessary reference to the Board for Industrial &
Financial Reconstruction (BIFR) had been made and the company was
declared as sick vide order of BIFR passed in May, 2010, wherein the
board has appointed Operating Agency to prepare a revival scheme for
the Company. In April''2013 Draft rehabilitation scheme (DRS) was
circulated to public for suggestion and objections.
6. Gratuity and other post-employment benefit plans:
The Company has a defined benefit gratuity plan. Every employee who
has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn salary) for each completed year
of service. The scheme is non-funded.
The following tables summaries the components of net benefit expense
recognized in the profit and loss account and amounts recognized in the
balance sheet for the respective plans.
7. There are no dues to Micro, Small and Medium Enterprises as defined
under "The Micro, Small and Medium Enterprises Development Act, 2006 as
at 31 March 2014. This information has been determined to the extent;
such parties have been identified on the basis of the information
available with the Company.
8. Since the paid up share capital of Company is more than Rs. 50
million, It is required to employ whole time secretary as per the
provisions of section 383A of the Companies Act, 1956. Since company is
suffering from great financial crisis and cost efficient Company
Secretary is not available for reasonable remuneration, accordingly the
Company has outsourced all its secretarial work to professional CS
firm.
Mar 31, 2013
1. Corporate Information
Ganesh Benzoplast Limited (the Company) is a public company domiciled
in India and incorporated under the provisions of the Companies Act,
1956. Its shares are listed on Bombay Stock Exchange in India. The
company is engaged in the business of manufacturing and selling food
preservatives and industrial lubricants. The company caters to both
domestic and international markets. The company also provides storage
and warehousing services at various ports in India.
2. Basis of preparation
The financial statements have been prepared to comply in all material
respects in respects with the Notified accounting standard by Companies
(Accounting Standards) Rules, 2006, (as amended) and the relevant
provisions of the Companies Act, 1956. The financial statements have
been prepared under the historical cost convention on an accrual basis.
The accounting policies have been consistently applied by the Company
and are consistent with those used in the previous year.
3. Capital Commitments
Estimated amount of contract remaining to be executed on capital
account, net of advances, not provided for is Rs. 55.00 Million (Previous
year Rs. 0.8 Million)
4. Capital and Reserves of the company has been fully eroded by the
net losses, the necessary reference to the Board for Industrial &
Financial Reconstruction (BIFR) had been made and the company was
declared as sick vide order of BIFR passed in May, 2010, wherein the
board has appointed Operating Agency to prepare a revival scheme for
the Company.
5. Gratuity and other post-employment benefit plans:
The Company has a defined benefit gratuity plan. Every employee who
has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn salary) for each completed year
of service. The scheme is non-funded.
The following tables summaries the components of net benefit expense
recognized in the profit and loss account and amounts recognized in the
balance sheet for the respective plans.
6. There are no dues to Micro, Small and Medium Enterprises as
defined under "The Micro, Small and Medium Enterprises Development Act,
2006 as at 31 March 2013. This information has been determined to the
extent; such parties have been identified on the basis of the
information available with the Company.
7. Since the paid up share capital of Company is more than Rs. 50
million, It is required to employ whole time secretary as per the
provisions of section 383A of the Companies Act, 1956. Since company is
suffering from great financial crisis and after lot of effort also cost
efficient Company Secretary is not available for reasonable
remuneration. Accordingly the Company has outsourced all its
secretarial work to professional CS firm.
Mar 31, 2012
1. Corporate Information
Ganesh Benzoplast Limited (the company) is a public company domiciled
in India and incorporated under the provisions of the Companies Act,
1956. Its shares are listed on Bombay Stock Exchange in India. The
company is engaged in the business of manufacturing and selling food
preservatives and industrial lubricants. The company caters to both
domestic and international markets. The company also provides storage
and warehousing services at various ports in India.
2. Basis of preparation
The financial statements have been prepared to comply in all material
respects in respects with the Notified accounting standard by Companies
(Accounting Standards) Rules, 2006, (as amended) and the relevant
provisions of the Companies Act, 1956. The financial statements have
been prepared under the historical cost convention on an accrual basis.
The accounting policies have been consistently applied by the Company
and are consistent with those used in the previous year. Previous
year''s figures have been regrouped where necessary to confirm this
years classification keeping in mind requirement of revised schedule
VI.
(a) Terms/Rights attached to Equity shares
The company has only one class of equity shares having par value of n''
per share. 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 Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the holders of equity
shares will be entitled to receive remaining assets of the company,
after distribution of ail preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
As per the records of the company, including its register of
shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both
legal & beneficial ownership of shares.
a) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having
face value of Rs.100 each for an aggregate of Rs.74.66 million to IFCI in
accordance with One Time Settlement Agreement entered in the earlier
years. The said ZCB are redeemable at par in three equal installments
of Rs.24.88 million each on September 30, 2016, September 30, 2017 and
September 30, 2018. These ZCB are interest free and non transferable.
Further these are secured by second charge on all fixed assets of the
Company.
b) Cent rental loan is secured against contract with one of the
customer Bharat Petroleum Corporation Limited for rendering of storage
services. Further this is secured against mortgage of personal
properties of promoters alongwith personal guarantees of directors and
their relatives and corporate guarantee of M/s Agarwal Bulk Actives Pvt
Ltd. (Associates). This loan is'' repayable in 24 monthly installments
ofRs. 1.22 million each including interest @ bank rate plus 5% p.a., from
the date of the loan.
c) Term Loans from financial institutions are secured against
mortgage/charge of all movable/immovable properties both present and
future and first charge by way of hypothecation of all movables (save
and except book debts) including movable machinery spares, tools and
accessories present and future subject to prior charge and/or charge to
be created in favour of India Debt Management Pvt. Ltd ("IDM") for
the loans extended by it to the company and shall rank pari-passu with
such charges. There are no agreed term in respect of repayment and
interest is charged @16% p.a.
a) Bank overdraft facility is secured against fixed deposits of Rs. 45
Millions with bank. The overdraft is repayable on demand and carries
interest @ 10% p.a.
b) Cent rental loan is secured against contract with one of the
customer The Fertilizers Chemical Travancore Limited for rendering of
storage services. Further this is secured against mortgage of personal
properties of alongwith personal guarantees of directors and their
relatives and corporate guarantee of M/s Agarwal Buik Actives Pvt Ltd.
(Associates).
The Company has made profit during the year but since the company has
huge assessed losses as well as book losses, no provision has made in
respect of Income Tax or MAT u/s 115JB of the Income Tax Act,1961.
Secondly SICK companies are exempt from MAT as per provisions of
section 115JB of the act. Further In view of uncertainty of availment
of tax benefit on accumulated business losses and unabsorbed
depreciation, company has recognized deferred tax assets only to the
extent of deferred tax liability. .
3. CAPITAL COMMITMENTS
Estimated amount of contract remaining to be executed on capita!
account, net of advances, not provided for is Rs. 0.8 Million (Previous
year 7NIL).
4. Capital and Reserves of the company has been fully eroded by the
net losses, the necessary reference to the Board for Industrial &
Financial Reconstruction (BIFR) had been made and the company was
declared as sick vide order of BIFR passed in May, 2010, wherein the
board has appointed Operating Agency to prepare a revival scheme for
the Company.
5. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS:
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is non-funded. .
The following tables summaries the components of net benefit expense
recognized in the profit and loss account and amounts recognized in the
balance sheet for the respective plans.
The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
6. There are no dues to Micro, Small and Medium Enterprises as
defined under "The Micro, Small and Medium Enterprises Development
Act, 2006 as at 31 March 2012. This information has been determined to
the extent; such parties have been identified on the basis of the
information available with the Company.
7. Since the paid up share capita! of Company is more than Rs.50
million, It is required to employ whole time secretary as per the
provisions of section 383A of the Companies Act, 1956. Since company is
suffering from great financial crisis and after lot of effort also cost
efficient Company Secretary is not available for reasonable
remuneration. Accordingly the Company has outsourced all its
secretarial work to professional CS firm.
8. Remuneration to Managing Director-As per resolution passed in 24th
General meeting of the Company held on 30 September 2011 Company has
paid Rs.0.5 Million 70.1 Million. Per month to Mr, Rishi Pilani starting
from 1 November 2011 till 31 March 2012 as salary for the post of
Chairman Cum Managing Director.
Mar 31, 2011
1 Contingent Liabilities not provided for
(Rs. in millions)
31-Mar-11 31-Mar-10
Claims fled by Twenty Two parties 89.91 89.91
before different courts against com-
pany not acknowledge as Debt includ-
ing the claim partly acknowledged
Claims by Two co-op banks by fling 13.20 13.20
recovery suits in respect of guaran-
tees alleged to have been issued
by company
Contingent Liabilities in respect of 50.00 50.00
pending Sales Tax re-assessment
Claim of The State Trading Corpo- 113.50
ration Ltd in respect of unrealized 113.50
exports bills of The State Trading
Corporation Ltd
Claim of Jawaharlal Nehru Port Amount Amount
Trust & Marmagao Port Trust in indetermi- indetermi-
Arbitration nate nate
Income Tax demand (Pertains to 37.63 37.63
interest charged u/s 234A/B/C and
220(2) of I.T. Act 1961) in respect
of Assessment Year 1999-00 and
2000-01. In this respect the company
has approached to BIFR for waiver
of overall interest. And looking in to
company's financial crisis our plea is
likely to be accepted.
2. Capital and Reserves of the company has been fully eroded by the
net losses, the necessary reference to the Board for Industrial &
Financial Reconstruction (BIFR) had been made and the company was de-
cleared as sick unit vide order of BIFR passed in May, 2010, wherein the
board has appointed Operating Agency to prepare a revival scheme for
the Company.
3. Secured Loans referred to in Schedule 'C':-
a) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having
face value of Rs.100 each for an aggregate of Rs.74.66 million to IFCI
in accordance with One Time Settlement Agreement entered in the earlier
years. The said ZCB are redeemable in three equal installments of
Rs.24.88 million each on September 30, 2016, September 30, 2017 and
September 30, 2018. These ZCB are interest free.
b) Term Loans referred to (B) (1) and (2) of schedule 'C' are secured
by mortgage/charge of all movable/immovable properties both present and
future and first charge by way of hypothecation of all movables (save
and except book debts) including movable machinery spares, tools and
accessories present and future subject to prior charge and/or charge to
be created in favour of India Debt Management Pvt. Ltd ("IDM") for
the loans extended by it to the company and shall rank pari passu with
such charges.
4. The Company has made Profit during the year but since the company
has huge assessed losses as well as book losses, no provision has made
in respect of Income Tax or MAT u/s 115JB of the Income Tax Act,1961.
Further In view of uncertainty of a ailment of tax benefit on
accumulated business losses and unabsorbed depreciation, company has
recognized deferred tax assets only to the extent of deferred tax
liability.
5. Since the paid up share capital of Company is more than Rs.50
million, It is required to employ whole time secretary as per the
provisions of section 383A of the Companies Act, 1956. Since company is
suffering from great financial crisis and after lot of effort also
cost efficient cost accountant is not available for reasonable
remuneration. Accordingly the Company has outsourced all its
secretarial work to professional CS firm.
There has been no payment of remuneration to the managing director or
any other directors of the Company.
6. Segment Information
Business Segments :
The business of the company is presently organized in the following
major segments
CHEMICAL DIVISION
Manufacturing and marketing of specialized chemicals such as Benzoate
Plasticizer, Benzoic Acid and spectrum preservatives. The company is
the only company in India to manufacture pure Benzoic Acid, confirming
to international standards of food grade. Sodium Benzoate & Benzoic
acid both have huge demands in the Industries like Food Processing,
Fruit Processing Toothpaste, Automobile, Paints, Tobacco, Rubber,
Coolant, Paper, Corrosion and Cutting Oils
INFRASTRUCTURE DIVISION
Liquid chemical storage tanks which are leased on rent for storing
liquid chemicals. The tanks are located presently at JNP (Nhava Sheva),
Goa and Cochin. The storage terminals are located at prime terminals
for import and export of liquid cargo.
Others include immaterial operating segments of the company.,,
Geographical Segments :
The Company does not have revenue or assets/ customers based on such
revenue which expose the Company to diverse risk/reward environments
hence the company has not made any secondary segment disclosures. Also
since the operations of the company are in India and hence the Company
is not affected by diverse risks & rewards environment.
The details are as under:
7 Gratuity and other post-employment benefit plans:
The Company has a defend benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is non-funded.
The following tables summarise the components of net benefit expense
recognised in the Profit and loss account and amounts recognised in the
balance sheet for the respective plans.
The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
8 Un-hedged Foreign Currency Exposure
Particulars of Un-hedged foreign Currency Expo- sure as at the Balance
Sheet date
* It is not practicable to furnish quantitative information in view of
the large number of items which differ in size and nature, each being
less than 10% in value of the total.
** Excluding captive consumption
*** Capacities of all the finished goods are interchangeable and can be
utilized for different product mix
9. The Company has operating lease from various premises which are
renewable on a periodic basis and cancelable at its option. Rental
expenses for operating lease are charged to Profit and Loss account for
the year Rs.19.53 Million(Previous Year Rs.23.17 Million)
Not later than one year Rs.19.53 Millions (Previous Year Rs.23.17
Millions)
Not later than five years Rs.19.53 Millions (Previous Year Rs.23.17
Millions)
10. The Company in earlier years had given interest free loan/advances
to one of the director of the Company amount- ing to Rs.8.28 Millions
for which the approval of Central Government as required by section
295(1) of Companies Act,1956 was not obtained. During the current
financial year whole loan was repaid by the said director and no such
amount is outstanding from him. Similarly company has also regularized
the provisions of section 58A,58AA of Companies Act,1956, in respect of
acceptance of Fixed Deposits from public by way of repaying the whole
amount of Rs.10.92 Millions taken from shareholders and relatives,
11. Previous Year Comparatives
Previous year's figures have been regrouped where necessary to conform
to this year's classification.
Note : (1) Figures in brackets represents outflows
(2) The above cash flow statements has been prepared under the indirect
method as set outing the Accounting standard 3 on cash flow statement
issued by the ICAI.
Mar 31, 2010
1 Contingent Liabilities not provided for
Rs, in millions
2009-2010 2008-2009
Claims against the Company not
acknowledged as debts * 42.00 42.00
Guarantees and Counter guarantees
given by the Company 2.66 2.00
Income Tax demand (including
interest u/s 234 A/B/C & 220) in
respect of Assessment
Year 1999-00 in respect of which the
company has gone on appeal.
Based on judicial pronouncements,
the Companys claim is likely to be
accepted by appellate authorities 37.63 37.63
Claims against the Company not acknowledged as debts comprises of two
customers who have commenced action against the Company in respect of
losses suffered due to rupture of storage tank. It has been estimated
that the liability, should the action be successful is Rs. 42 millions
A trial date has not yet been set and therefore it is not practicable
to state the timing of any payment. The Company has been advised by
its Counsel that it is possible, but not probable, the action will
succeed and accordingly no provision for any liability has been made in
these financial statements.
2. Capital and Reserves of the company has been fully eroded by the
net losses, the necessary reference to the Board for Industrial &
Financial Reconstruction (BIFR) had been made and the case has been
registered. The management of the Company is working on business plans
to improve profitability and is working with certain lenders on
improving its capital structure. Subsequent to the year end the Company
has been declared as Sick Industrial Undertaking by Board for
Industrial and Financial Reconstruction (BIFR), wherein the board has
appointed Operating Agency to prepare a revival scheme for the Company.
3. Debentures referred to in Schedule C:-
a) During the current and previous financial year Company has redeemed
all the Non Convertible Debentures way of One Time Settlement (OTS).
As on date no liability exists for Non Convertible debentures.
b) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having
face value of Rs.100 each for an aggregate of Rs.74.66 Mn. to IFCI in
accordance with One Time Settlement agreement. The said ZCB are
redeemable in three equal installments of Rs.24.88 Mn.each on September
30,2016, September 30,2017 and September 30,2018. These ZCB are
interest free.
c) Term Loans referred to (B) (1) and (2) of schedule C are secured by
mortgage/charge of all movable properties both present and future and
first charge by way of hypothecation of all movables (save and except
book debts) including movable machinery spares, tools and accessories
present and future subject to prior charge and/ or charge to be created
in favour of India Debt Management Pvt Ltd ("IDM") for the loans
extended by it to the company and shall rank pari-passu with such
charges.
Apart from the Term Loans referred to (B) (1) and (2) of schedule C,
the company has also taken two loans from IDM secured by all movable
and immovable assets of the company. The security creation on these
loans is yet to be completed
4. The Company has made loss during the year and accordingly no
provision has made in respect of Income Tax. The Company has
accumulated losses upto March 31, 2010. Further In view of uncertainty
of availment of tax benefit on accumulated business losses and
unabsorbed depreciation, company has recognized deferred tax assets
only to the extent of deferred tax liability.
5. Since the paid up share capital of Company is more than Rs 2 crores,
It is required to employ whole time secretary as per the provisions of
section 383A of the Companies Act, 1956. The Company has given
advertisement for appointment and the whole time secretary will be
appointed in due course.
6. There has been no payment of remuneration to the managing director
or any other directors of the Company.
7. Segment Information
Business Segments :
The busings of the company is presently organized in the following
major segments
CHEMICAL DIVISION
Manufacturing and marketing of specialized chemicals such as Benzoate
Plasticizer, Benzoic Acid and spectrum preservatives. The company is
the only company in India to manufacture pure Benzoic Acid, confirming
to international standards of food grade. Sodium Benzoate & Benzoic
acid both have huge demands in the Industries like Food Processing,
Fruit Processing Toothpaste, Automobile, Paints, Tobacco, Rubber,
Coolant, Paper, Corrosion and Cutting Oils.
INFRASTRUCTURE DIVISION
Liquid chemical storage tanks which are leased on rent for storing
liquid chemicals. The tanks are located presently at JNP (Nhava Sheva),
Goa and Cochin. The storage terminals are located at prime terminals
for import and export of liquid cargo.Others include immaterial
operating segments of the company.
Geographical Segments :
The Company does not have revenue or assets/ customers based on such
revenue which expose the Company to diverse risk/reward environments
hence the company has not made any secondary segment disclosures.
8. Related Parties
a) Names of related parties
Names of related parties where control exists irrespective
of whether transactions have occurred or not
Nil
Names of other related parties with whom transactions have taken place
during the year
Key Management Personnel
Relatives of key management personnel
Rishi Pilani / Raunak Pilani
Ravi Pilani
Poonam Pilani
Shantidevi Pilani
Manju Pilani
Sushila Pilani
Ramakant Pilani
Ramesh Pilani
Enterprises owned or significantly influenced by key
management personnel or their relatives
Futuristic Offshore Services And Chemical Ltd
Agarwal Chemicals
Susram Financial Services and Techniques Pvt Ltd.
Agarwal Bulk Actives Pvt.Ltd.
Ganesh Risk Management Pvt. Ltd
Ganesh Flexobenz Pvt.Ltd
Ganesh Energene Limited
9. Gratuity and other post-employment benefit plans:
The Company has a defined benefit gratuity plan. Every employee who
has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn salary) for each completed year
of service. The scheme is non-funded.The following tables summarise the
components of net benefit expense recognised in the profit arrd loss
account and amounts recognised-in the balance sheet for the respective
plans.
10. The Company has operating lease from various premises which are
renewable on a periodic! basis and cancelable at its option. Rental
expenses for operating lease are charged to Profit and Loss account for
the year Rs.23.17 Mn. (Previous Year Rs. 17.57 Mn.)
Not later than one year Rs. 23.17 Mn. (Previous Year Rs. 17.57 Mn.) Not
later than five years Rs. 23.17 Mn. (Previous Year Rs. 17.57 Mn.)
11. Previous Year Comparatives
Previous years figures have been regrouped where necessary to conform
to this years classification.
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