Terms of issue of Preference Share
The Redeemable Preference Shares (RPS) of the Company shall carry a preferential right over the Equity Shares with respect to the payment of dividend and repayment of capital. The RPS shall be non-participating in surplus funds and shall not participate in the surplus assets and profits of the Company remaining after full repayment of capital upon winding up. Holders of the RPS shall be entitled to a cumulative dividend at the rate of 12% per annum. The RPS shall be non-convertible into equity shares and shall carry voting rights only in accordance with the provisions of Section 47(2) of the Companies Act, 2013. The RPS shall be redeemable at par before the completion of its fifth anniversary from the date of allotment, with the Company having the option to redeem the same any time after the expiry of one year from the date of allotment during the RPS tenure. The RPS shall not be listed on any stock exchange.
Coversion of 6 Lakhs warrants into equity shares.
During the FY 23-24, the company had issued 41,26,000 warrants at an issue price ofRs. 80 each, against which the company received Rs. 8.25 crores as 25% upfront money in the said year. As per the terms of the issue, these warrants were due for conversion within 18 months from the date of issue of such warrants. During the FY 23-24, out of the total warrants issued, the company received full consideration for 6,26,000 warrants and the same were converted to Equity shares in that year. In FY 24-25, the company further received full consideration towards 6 Lakh warrants and the same has also been converted to equity shares during the year out of the balance 35 lakhs outstanding warrants which were pending for allotment. Company has forfeited the amount with respect to outstanding warrants which were not fully subscribed upto the due date.
Allotment of 12,60,000 Warrants
Pursuant to shareholder approval via Special Resolution in the Extra-ordinary General Meeting held on 9th January, 2025 and pursuant to passing of Board Resolution dated. 20th Febmary, 2025, the company has alotted 12,60,000 Warrants on Preferential basis to persons belonging to non-promoter category, at an issue price ofRs.90/- each (Rupees Ninety only) aggregating to Rs.11,34,00,000/- (Rupees Eleven Crore and Thirty Four Lakhs only), convertible into one equity share per warrant within the period of 18 months from the date of allotment, subject to the allottee(s) exercising their rights to convert the Warrants into equal number of Equity Shares. The company has received 25% consideration against these warrants from 17th February to 20th February.
*During the year, pursuant to the passing of Board Resolution and shareholder's approval in the Extra-ordinary general meeting held on 20th Febuary 2025 ,the company has issued 12,60,000 warrants to non Promoter Entities. The expenditure towards issuance of such warrants i.e., Rs. 550,000/- being of capital nature, has been adjusted against the retain earning during the year.
** During the FY 23-24, the company had issued 41,26,000 warrants at an issue price of Rs. 80 each, against which the company received Rs. 8.25 crores as 25% upfront money in the said year. As per the terms of the issue, these warrants were due for conversion within 18 months from the date of issue of such warrants. During the FY 23-24, out of the total warrants issued, the company received full consideration for 6,26,000 warrants and the same were converted to Equity shares in that year. In FY 24-25, the company further received fult consideration towards 6 Lakh warrants and the same has converted into equity shares during the year. However, for the balance 29,00,000 warrants, the subscribers did not pay the balance 75% amount and hence the company forfieted an amount of Rs. 5.80 Crores which was the application money pending for allotment.
Note 31 Balances of Sundry Debtors, Sundry Creditors Assets, Loans & Advances and Deposits as on 31/3/2025 either debit or credit are subject to confirmation, reconciliation and adjustments, if any.
Note 32 In the opinion of the Board, Current Assets, Loans and Advances are approximately of the value stated in the Balance Sheet which would be realized in the ordinary course of business.
Note 33 The Board of Directors has waived off the board Meeting fees.
Note 34 Figures of the previous year have been regrouped / reclassified, wherever necessary to make them comparable with the figures under review.
Note 35 Dues to Micro and Small enterprises - As per Micro, Small) and Medium Enterprises Development Act, 2006
This information has been determined to the extent such parties have been identified on the basis of information available with Ihe Company:
a. The Organization been processor,importer,Supplier and Exporter of Chemical & Dyes used in the Painting and Textile Industry, which have similar risk and returns and
also similar market condrtions of demand and supply. All other activities of the company revolve around the main business; as such there are inherent natures of these activities are governed by the same set of risk and returns; these have been grouped as a single segment. The company does not have any other reportable as defined under the Accounting Standard 17 (AS-17) for segment reporting.
At the night of 10th February 2024, a fire incident occurred at the company's Dahej factory where some part of building, Inventory and Machinery which were installed and available at the factory were lost by fire. The said factory was covered under insurance and the policies covered both of assets & Inventory being lost by fire along with “Loss of Profit” due to business interruption. The company has re-started the production in the said factory on 3rd February, 2025.
Against the insurance daim receivable of Rs. 2841.72 Lakhs towards material damage including Loss of profit of Fts. 190 Lakhs in the financial year 2024, the company during the current financial year filed the insurance daim for material damages to Property Plant and Equipment and inventories lost by fire and received 2048.64 Lakhs as final assessment amount on 26th March, 2025. The excess provision towards Insurance daim after netting off the swap sale amounting to Rs. 511.25 Lakhs has been debited to Profit & Loss account during the year.
Further, the Company is under process to file the daim towards “Loss of Profit" and is expecting the same to be filed in the next financial year i.e., FY 25-26. The Company has accounted for insurance claim receivable of Rs. 560 lakhs as at 31 March, 2025 for loss of profit related to business interruption as 'Extra-ordinary Income' during the FY 24-25 on management estimate basis. The effect of difference if any, will be given after receipt of final daim amount towards Loss of Profit.
(a) The Company did not hold any benami property during the year.
(b) The Company has not been declared as a wilful defaulter by any bank or financial Institution or other lender.
(c) The Company did not have any transactions with struck off companies during the year under Section 248 or 560 of the Companies Act, 2013.
(d) No loans/advances were given to promoters, directors, KMPs & other related parties that were payable on demand or without specifying any terms &
(e) Neither any charges were created on the assets of the company during the year with the Registrar of companies nor was satisfaction of any charge pending beyond the stipulated period.
(f) The Company did not deal in any manner whatsoever with crypto currencyArirtual currency during the year.
(g) The Company has not advanced/ioaned/invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(h) The Company has not received funds from any other 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(i) The Company neither declared nor paid any Dividend during the financial year.Hence, disclosure under provisions of Section 123 are not applicable.
0) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 such as search, survey or any other provisions of the Income Tax Act, 1961.
(k) The Company has used borrowings from Banks and Financial Institutions for the specific purpose for which it was obtained.
(l) Quarterly returns or statements of current assets filed by the Companywith Banks or Financial Institutions are in agreement with the books of accounts.
(m) The title deeds of all immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work in process are held in the name of the Company as at the Balance Sheet date.
(n) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(o) 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.
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