(ii) Rights, preferences and restriction attached to shares
The Company has one class of equity shares having a par value of Rs 10 per share. Each shareholder is eligible for one vote per share held. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders .
a) First pari-passu charge on entire fixed assets of the company situated at Mundra, Kutch, Gujrat along with Indian Bank -for Term Loan.
b) First pari-passu charge on factory Land and Building situated at Survey No. 380/PAIKI/1 Gandhi Dham Road, Village, Bhadreshwar, Tehsil, Mundra, Kutch, Gujrat along with Indian Bank - for Term Loan.
c) First charge over Factory Land and Building at Khasra No.9/0-17-0 and Khasra no.10/0-16-0,11/10-17-0,12/0-19-0,8/0-4-0,14/1 M/2-9-10, situated at village Acheja, Tehsil Dadri Dist. Ghaziabad, Gautam Budh Nagar(Uttar Pradesh) admeasuring total area 3 bigha,13 biswa, 6 sahi, 2/3 Biswansi.
d) First Charge on entire fixed assets Located at Dadri, district Ghaziabad Plant.
e) Second pari pasu charge entire current assets of the Company, (both present and future),along with other term landers Indian Bank.
f) Personal guarantee of Mr. Madhusudan Bagla, the Managing Director of the Company.
g) The Term Loan is repayable in 24 Quarterly instalments, interest is payable on monthly basis.
h) The COVID Emergency Credit Line (CCECL) and The Emergency Credit Line (GECL) Loans are completely been paid off during the Year.
a) First pari-passu charge on entire movable and immovable fixed assets of the company (including Land and Building) of the manufacturing unit at Survey No. 380/PAIKA /1 Gandhi Dham Road, Village, Bhadreshwar, Tehsil, Mundra, Kutch, Gujrat along with State Bank of India.
b) First charge on the entire movable fixed assets, (including Land admeasuring 1800 Sqm and Building and Structure thereon and all Plant and Machinery of the unit at Plot No. 15, KIE Industrial Estate, Village Mundyaki, Pargana Mangalore, Tehsil, Roorkee, Dist. Haridwar, both present & future ton exclusive basis.
c) Second pari pasu charge entire movable current assets of the company, both present and future, to be shared with State Bank of India i.e. other term lender.
d) Second Pari passu charge along with Working Capital Lenders on the entire moveable and immovable fixed assets of the Unit (including Land admeasuring 3 Bigha, 13 Biswa and 6 sahi,2/3 bushwansi, and building and structure thereon and all plant and machinery) but excluding the land area on 0.0253 Hectares covered under separate sale dead on which negative lien is stipulated) situated at situated at village Acheja, Tehsil Dadri Dist. Ghaziabad, Gautam Budh Nagar(Uttar Pradesh) along with State Bank of India.
e) Personal guarantee of the Managing Director Mr. Madhusudan Bagla Managing Director of the Company.
f) The Term Loan of is repayable in 24 Quarterly instalments, starting from June 2021, interest is payable monthly.
g) The COVID Emergency Credit Line (CCECL) and The Emergency Credit Line (GECL) Loans are completely been paid off during the Year.
C Loan from ICICI Bank, Indian Bank & State Bank of India are secured by way of hypothecation of the vehicle financed by them.
D Term Loans from IDBI Bank is secured by way of :
a) Extension of Charges on Second pari-pasu basis on primary and collateral securities charged for other facilities.
b) The Emergency Credit Line (CCECL) Term Loan of Rs. 1.61 Crores sanctioned in 2020 is repayable in 36 Monthly instalments, starting from March, 2022, interest is payable on monthly basis full paid by the company.
c) The Emergency Credit Line (CCECL) Term Loan of Rs. 1.53 Crores sanctioned in May 2022 is repayable in 48 Monthly instalments, starting from April,2024, interest is payable on monthly basis full paid by the company
A Working Capital Loans from State bank of India, Indian bank, IDBI bank and HDFC Bank is secured by way of First pari passu charge on the entire current assets of all three units of the company both present & future.
B Working Capital Loans from State bank of India, Indian bank, IDBI bank and HDFC Bank is secured by way of second pari passu charge on the entire movable and immovable fixed assets both present & future of the company's unit located Unit located at Roorkee (Haridwar), Dadri (Uttar Pradesh) and Kutch (Gujarat), including land and building except land admeasuring 0.253 hectares [art of the existing factory land.
34 Government Grants
The Company has applied the requirements in Ind AS 109, Financial Instruments, and Ind AS 20, Accounting for Government Grants and Disclosure of Government Assistance.
35 Contingent liabilities not provided for in respect of:
(a) (i) Bank Guarantees given by the Company Rs. 49.73 Lacs (Previous year Rs.59.73 Lacs)
(ii) Corporate guarantee given to HDFC Bank on behalf of its wholly owned on subsidiary i.e. Bagla Technopack Pvt. Ltd.
(b) Foreign letter of credit opened with IDBI Bank, Indian Bank State Bank of India & HDFC Bank for import of Raw material etc. worth Rs. 126.73 Lacs (Previous year Rs. 989.91 Lacs) and domestic letter of credit for procurement of raw material from domestic supplier Rs. Nil (Previous year Rs. NIL)
(c) Central Sales tax payable for Assessment year 2013-14 in respect of its Roorkee unit, Nil (Previous year 6.65 Lacs). The Appeal against the same has been settled in favour of the Company during the year.
36 Estimated Amount of capital commitment for contracts remaining to be executed Rs 3.58 Crore (Previous year 2.21 Crore)against
which advances are given Rs 1.50 Crore (previous year Rs.0.84 Crore ).
37 Disclosures of the Additional Regulatory Information to the extent applicable to the company are made in compliance
with the amendments made in Schedule III to the Companies Act 2013 vide Notification No. GSR 207(E) dated 24th
March, 2021, are given as under:
(i) The Title Deeds of the Property owned by the Company are held by the Company in its own Name, and the documents thereof are pledged with the State Bank of India.
(ii) The Company does not hold any property as Investment as any time during the year
(iii) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets)
(iv) The Company does not have any intangible assets at any time during the year
(v) The company has not granted Loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) at any time during the year, except Nil (PY. Rs. 1 crore) shown in Note 37(xxvi) below which was recovered in due course.
(vi) The Company does not own any Capital Work in Progress (CWIP) at the close of the financial year.
(vii) The Company does not have any Intangible assets under development at any time during the year
(viii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ix) The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from State Bank of India as lead banker in the consortium where IDBI , HDFC and Indian Bank are members. on the basis of returns or statements filed by the Company with banks are in agreement with the books of account of the Company except for statements filed for month ended 30 June 2023, 30 September, 2023 ,31 December 2023 and 31 March 2024 where differences were noted between the amount as per books of account for respective months and amount as reported in the quarterly statements.
The difference were in case of Debtors amounting to Rs (-)12 Lakhs (amount reported - Rs 2,289 Lakhs Vs amount per books of account - Rs 2,277), Rs (-)132 Lakhs (amount reported - Rs 2,642 Lakhs Vs amount per books of account - Rs 2,511 Lakhs), Rs 159 Lakhs (amount reported - Rs 2,650 Lakhs Vs amount as per books of account - Rs 2,809 Lakhs) and Rs 3 Lakhs (amount reported - Rs 2,876 Lakhs Vs amount as per books of account - Rs 2,878 Lakhs) for quarter ended 30 June 2023, 30 September 2023, 31st December 2023 and 31st March 2024.
Further, Inventory had a difference of Rs 8 Lakhs (amount reported to Bank-Rs 4,099 Lakhs Vs amount per books of account- Rs 4,108), Rs 47 Lakhs (amount reported to Bank - Rs 4,280 Lakhs Vs amount per books of account - Rs 4,327 Lakhs), Rs (-) 118 Lakhs (amount reported to Bank - Rs 4,018 Lakhs Vs amount per books of account - Rs 3,900 Lakhs) and Rs 0 Lakhs (amount reported to Bank - Rs3,293 Lakhs Vs amount per books of account - Rs 3,293 Lakhs ( Excluding “Raw Material in Transit” shown in Note no 9.)) for quarter ended 30 June 2023, 30 September 2023, 31st December 2023 and 31st March 2024.
Further, Creditors had a difference of Rs 14 Lakhs (amount reported to Rs. 1,471 Lakhs Vs amount per books of account- Rs 1,485), Rs (-) 32 Lakhs ( amount reported - Rs 2,225 Lakhs Vs amount per books of account - Rs 2,193 Lakhs) Rs. (-)202 (amount reported - Rs 1904Lakhs Vs amount per books of account - Rs 1701 Lakhs), Rs.6 Lakhs (amount reported - Rs 1113 Lakhs Vs amount per books of account - Rs 1119 Lakhs) ( Excluding “Raw Material in Transit” creditors shown in Note no 9.) ( Lakhs or quarter ended 30 June 2023 and 30th September 2023 and 31st December 2023 and 31st March 2024.
Further that, Turnover had a difference of Rs 298 Lakhs (amount reported to Bank-Rs 8511 Lakhs Vs amount per books of account- Rs 8213 Lakhs, Rs.452 Lakhs (amount reported to Bank - Rs 8645 Lakhs Vs amount per books of account - Rs 8193 Lakhs), Rs 371 Lakhs (amount reported to Bank- Rs 7487 Lakhs Vs amount per books of account - Rs 7,116 Lakhs) and Rs 356 Lakhs (amount reported to Bank - Rs 7551 Lakhs Vs amount per books of account - Rs 7195 Lakhs) for quarter ended 30 June 2023, 30 September 2023, 31st December 2023 and 31st March 2024 the difference is due to Inter-unit sales not excluded while submitted it to the Bank.
The overall impact on Working capital based on figures as per books of account as compared to the reported figures is, a Decrease in working capital by Rs. (-) 47 lakhs and Rs. (-)8 Lakhs as of 30th June and 30th September 2023 and an increase in working capital by Rs 54 Lakhs and Rs. 345 Lakhs and 31st December and 31 st March 2024 and respectively.
(x) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.
(xi) The company has not entered into any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(xii) There are no charges or satisfaction of Charges yet to be registered with Registrar of Companies beyond the statutory period.
(xiii) The Company have a subsidiary , hence the provision with regard to compliance with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 are applicable to the company.
(xiv) During the year under report no Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
(xv) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(is), 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 Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
(xvi) The company has not received any fund from any person(s) or entity(is), 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.
(xvii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year
(xviii) The Company does not have any transaction which are not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(xix) The Company has not received any Government Grant or Subsidy during the year.
38 Balance with Indian Bank- Ahmadabad Rs.15,150 having no transactions during the year is subject to Confirmation.
39 Accrued benefits of duty free imports available to the company in form of transferable import licenses for completed export obligations, which are utilized / availed for own imports in subsequent financial year, have not been accounted for as the same has no impact on financial statements of the company.
40 In the opinion of the Board and to the best of their knowledge and belief, the value on realization of current assets, loans and advances including amount recoverable from Income Tax, Goods and Service tax , Central Excise, Service Tax, VAT and deferred credit from suppliers all are in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet, all these debit/credit balances are subject to confirmations and adjustments, if any. The management is hopeful of recovering the debit balances, which are outstanding since a long.
41 The Roorkee Unit of Company has been registered under the Central Capital Subsidy Scheme 2003. The Company has received Capital Subsidy amounting to Rs.30.00 lacs during 2014-15 under the said scheme credited to capital reserves.
(B) Defined Benefit Plan (unfunded)
(a) A General description of the employees Benefit Plan:
The Company has obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.
48 Figures of previous year have been re-grouped/re-arranged/re-cast wherever considered necessary.
49 Figures in brackets represent previous year figures.
50 The above audited results for the quarter and year ended 31st March, 2024 has been reviewed by the Audit committee and approved by the Board of Directors at their respective meetings held on 30 May, 2024.
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