1 CORPORATE INFORMATION
Impex Ferro Tech Ltd., " the Company" is domiciled in India and was
incorporated in June, 1995 under the provisions of the Companies Act,
1956. The Company has its registered office situated in Kolkata and
manufacturing facility at Kalyaneshwari, Burdwan, West Bengal. The
Company is primarly engaged in manufacture of Ferro Alloys
(Ferro-Manganese/Silico Manganese), trading in iron & steel products. As
a part of backward integration, the Company have a power plant.
(I) Terms/Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of '
10 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 share holders in the ensuing Annual General Meeting. However, no
dividend has been proposed by the Board for the current year. 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 amount. The distribution will be in
proportion to the number of equity shares held by the shareholders.
(II) Working Capital Term Loan (WCTL) :
Upon implementaion of the CDR Package (Refer Note 27), the overdrawn
portion of the Cash Credit Accounts of the Company has been carved out
into separate Working Capital Term Loans (WCTL).
(III) Funded Interest Term Loan (FITL) :
Upon implementaion of the CDR Package (Refer Note 27), funding of
interest has been provided for:
* Interest on existing term loans for a period of 24 months from the
Cut-Off Date i.e from May 01, 2014 to April 30, 2016;
* Interest on WCTL for a period of 24 months from the Cut-Off Date i.e
from May 01, 2014 to April 30, 2016.
(IV) Details of Security
(i) In terms of the CDR package, Rupee Term Loans , Working Capital Term
Loans, Funded Interest Term Loans and Working Capital Loan (Refer Note
27) are pooled together and secured as under:
a) First pari-passu charge on fixed assets by way of equitable mortgage
of the land & building/shed along with all movable and immovable plant
& machinery and other fixed assets thereon at Kalyaneshwari, Dist.:
Burdwan, West Bengal.
b) First pari-passu charge on the entire Current Assets of the Company
comprised of stock of raw materials, semi finished and finished goods
and book debts, outstanding moneys, receivables, both present and
future pertaining to the Company's manufacturing units/divisions at
Kalyaneshwari, Dist.: Burdwan, West Bengal.
c) Collateral Security of equitable mortgage on office space at 35, C.
R. Avenue, Kolkata is standing in the name of the Company on pari passu
basis.
d) Additional Security of Equitable mortgage of two floors at the
Corporate office of the group at SKP House, 132A, S.P. Mukherjee Road,
Kolkata - 700 026 standing in the name of Marble Arch Properties Pvt
Ltd on pari passu basis.
e) Personal guarantee of Promoters/Director - Mr. Suresh Kumar Patni,
Mr. Rohit Patni, & Mr. Ankit Patni.
f) Further, the restructured facilities has been secured by pledge of
entire promoter & promoter group stake in Company (in Demat Form),
representing 66.71% of paidup capital of Company.
2 Details of Security :
(a) Pari pasu 1st charge on all movable & immovable assets of the
Company, both present & future which is pooled and charges thereon
created to secure all the facilities of the Company which will rank
pari pasu with the other lenders. All the aforesaid facilities will
also be secured by personal guarantee of Mr. Suresh Kumar Patni, Mr.
Rohit Patni and Mr. Ankit Patni.
(b) Working Capital facilities from banks carries interest of 11.75%
p.a. (Linked to MI base rate), subject to reset of every year.
c) There are no Micro, Small and Medium Enterprises to whom the Company
owes dues, which are outstanding for more than 45 days as at 31st
March, 2015. This information as required to be disclosed under the
Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis
of information available with the Company.
d) The trade payble includes Rs. 2,774.06 Lacs (P.Y. Rs. 1,687.02) due
to related parties (Refer Note No. 37)
e) Gross Block of Rs. 103.67 Lacs on account of assets whose useful
life is already exhausted as at April 01, 2014 have been adjusted
against the opening balance of profit & loss account pursuant to
adoption of estimated useful life of fixed assets as stipulated by
Schedule II to the Companies Act, 2013.
e) Depreciation for the year would have been lower by ' 322 Lacs, if
the Company would have continued to charge depreciation as per previous
method.
3 a) Term Deposits with Banks include :
* Interest accrued but not due amounting to Rs. NIL (P.Y. Rs. 185.39
Lacs)
b) Term Deposits amounting to Rs. 690 Lacs (P.Y. Rs. 2,548.66 Lacs)
have been pledged as margin money against Letter of Credit and Bank
guarantee facilities.
c) Consumption of Stores and Spares includes Rs. 531.75 Lacs towards
cost of Electrode Carbon Paste which were previously classified under
the head Consumption of Raw Materials.
4 CORPORATE DEBT RESTRUCTURING
As a part of its financial revival process, the lenders of the Company
have already approved the Corporate Debt Restructuring of debts. CDR EG
vide its letter dated 10th November, 2014 has approved the loan
restructuring scheme for the Company. The CDR Package includes
reliefs/measures such as reduction in interest rates, funding of
interest, rearrangement of securities etc.
The salient features of which are as follows :
a) Cut off date for implementation: 30th April, 2014 and upon
implementation, the financial effect thereof has duly been taken into
accounts. The said accounts are subject to confirmation and
reconciliation with the Lenders. The reported financials would have
consequential impact once the reconciliation is completed, the quantum
where of remains unascertained.
b) Waiver of liquidated damages/compounding interest/penal interest for
the period from 30th April, 2014 till implementation of the CDR
package.
c) Restructuring of existing loans into Restructured Term Loans,
conversion of irregular portion of working capital facilities into
Working Capital Term Loan (WCTL) of Rs. 12,324 Lacs and creation of
Funded Interest Term Loan (FITL) of Rs. 3,328 Lacs from interest on
Restructured Term Loan and Working Capital Term Loan for the period
from 1st May, 2014 to 30th April, 2016.
d) Restructuring of existing fund based and non fund based financial
facilities.
e) Rate of interest on Term Loans/WCTL/FITL would be reset after
completion of 2 years and rate of interest on working capital would be
reset every year.
f) The option of selling off the 30 MW CPP or part thereof may be
explored and considered with prior approval of the lenders and the CDR
EG to liquidate the bank's dues.
g) The CDR Package as well as the provisions of the Master Circular on
Corporate Debt Restructuring issued by the Reserve Bank of India, gives
a right to the CDR Lenders to get a recompense of their waivers and
sacrifices made as part of the CDR Proposal. The recompense payable by
the Company is contingent on various factors, the outcome of which
currently is materially uncertain and hence the proportionate amount
payable as recompense has been treated as a contingent liability. The
aggregate present value of the outstanding sacrifice made/to be made by
CDR Lenders as per the CDR package is approximately Rs. 15,117 Lacs.
h) Contribution of Rs. 1,267 Lacs in the Company by the promoters in
lieu of bank sacrifices. The contribution is to be brought initially in
the form of unsecured loan and the same is to be converted into equity.
5 CONTINGENT LIABILITIES AND COMMITMENTS
Contingent Liabilities not provided for in the books of accounts in
respect of :
(a) Bills discounted with Banks outstanding as on 31st March, 2015 -
Rs. 587.38 (Previous Year Rs. 881.72 Lacs ).
(b) Excise Demand of Rs. 36.67 Lacs (Previous Year Rs. 36.67 Lacs) for
the financial year 2005-06, 2006-07 & 2007-08 disputed in appeal. The
Company has paid a sum of Rs. 20.92 Lacs (Previous Year Rs. 18.62 Lacs)
under protest.
(c) Sales Tax Demand disputed in appeal for the Financial year 2005-06,
2006-07, 2008-09 & 2009-10 aggregates to Rs. 1,743.67 Lacs (Previous
Year Rs. 3,019.76 Lacs). The Company has paid a sum of Rs. 88.62 Lacs
(Previous Year Rs. 88.62 Lacs) under protest.
(d) Several Parties including the Company have disputed the basis of
levy of Fuel Surcharge in the electricity bills of Damodar Valley
Corporation (DVC). Pending finalisation of the outcome of the matter,
an amount of Rs. 2,964.20 Lacs (Previous Year Rs. 2,991.99 Lacs) (after
considering waiver of electricity duty admitted by DVC) has not been
provided for by the Company.
(e) The Company has challenged the constitutional validity of Entry Tax
levied by the Government of West Bengal w.e.f 1st April, 2012. In view
of the stay granted by the Hon'ble High Court of Calcutta, the Company
has not provided for the same in the books of accounts amounting to Rs.
272.51 Lacs.
(f) Relating to Assessment year 2012-13, a demand of Rs. 1,606.46 Lacs
was raised by Income Tax Department against which the Company has filed
an application to respective department.
(g) Right to Recompense to CDR Lenders for the relief and sacrifice
extended, subject to provisions of CDR Guidelines, amounting to Rs.
1,045 Lacs.
6 AMOUNTS RECEIVABLE / PAYABLE IN FOREIGN CURRENCY
(a) Forward contracts/hedging instruments outstanding as at the Balance
Sheet date are Rs. Nil. (P.Y. Rs. NIL).
7 In the opinion of the management, current and non-current assets have
a value on realisation in the ordinary course of business at least equal
to the amount at which they are stated in the accounts. Adequate
provisions have been made for all known losses and liabilities.
8 Certain balances of Trade Payables, Trade Receivables and Advances are
subject to confirmation and reconciliation.
9 EMPLOYEE BENEFITS
The disclosures of Employee Benefits as defined in Accounting Standard
- 15 are given below :
Defined Benefit Plan :
The employees' gratuity fund scheme managed by a Trust is a defined
benefit plan. The present value of obligation is determined based on
the actuarial valuation using the Projected Unit Credit Method as on
31st March, 2015, which recognises each period of service as giving
rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation.
The estimates of rate of escalation in salary considered in actuarial
valuation, take into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market.
The discounting rate is considered based on market yield on government
bonds having currency and terms consistent with the currency in terms
of the post employment benefit obligations.
The above information is certified by an Actuary.
10 INTEREST IN JOINT VENTURE
The Company has the following investment, in a jointly controlled
entity:
Name of the entity : SKP Mining Pvt. Ltd.
Country of Incorporation : India
Percentage of ownership interest : 50% as at 31st March, 2015
Percentage of ownership interest : NIL as at 31st March, 2014
The Company's interest in this Joint Venture is reported as Non-current
Investment (Refer Note No. 12) and is stated at cost (net of provision
for other than temporary diminution in value). The Company's share of
each of the assets, liabilities, income, expenses, etc (each without
elimination of the effect of transactions between the Company and the
Joint Venture) related to its interest in this joint venture, based on
the audited financial statements are :
11 SEGMENT REPORTING
Business Segments: The Company is mainly engaged in the business
segment of manufacture & sale of Ferro Alloys, Trading in Iron & Steel
and Generation of Power.
Geographical segments: The Company's secondary geographical segments
have been identified based on the location of customers and are
disclosed based on revenues within India and revenues outside India.
Secondary segment assets are based on the location of such assets.
12 RELATED PARTY DISCLOSURE
(i) Name of the related parties where control exists irrespective of
whether transactions have occurred or not
(a) Enterprise on which the Company : SKP Mining Pvt. Ltd. - Joint
has control Venture
(b) Key Managerial Personnel (KMP) Mr. Suresh Kumar Patni, Managing
Director
Mr. Ankit Patni, Director
Mr. Satish Kumar Singh,
Executive Director
Mr. Sanjeet Kr. Gupta, Chief
Financial Officer
Ms. Richa Agarwal,
Company Secretary
(c) Relatives of Key Managerial Mr. Rohit Patni
Personnel: Mrs. Sarita Patni
(d) Entities/Individuals owning directly or indrectly an interest in
the voting power that gives them control :
Shubham Complex Pvt. Ltd.
Relybulls Derivatives & Commodities Pvt. Ltd.
SKP Power Ventures Ltd.
SKP Aviation Services Ltd.
A. B. Infratel Pvt. Ltd.
SBM Steels Pvt. Ltd.
Gajkarna Merchandise Pvt. Ltd.
Gajavakra Merchandise Pvt. Ltd.
Gannath Commerce Pvt. Ltd.
Mahabala Merchants Pvt. Ltd.
Marble Arch Properties Pvt. Ltd.
Narmada River Resources Pvt. Ltd.
(e) Enterprises owned or significantly influenced by the Key Managerial
Personnel or their relatives:
Ankit Metal & Power Ltd.
Impex Metal & Ferro Alloys Ltd.
Rohit Ferro-Tech Ltd.
Suanvi Trading & Investment Co Pvt. Ltd.
Shreyansh Leafin Pvt. Ltd.
SKP Overseas Pte. Ltd.
Vasupujya Enterprises Pvt. Ltd.
Whitestone Suppliers Pvt. Ltd.
Astabhuja Properties Pvt. Ltd.
13 The operations of the Company are severely impacted by weak steel
industry scenario and lack of demand for Company's finished product.
The Company has incurred loss after tax of Rs. 6,143.65 Lacs and
accumulated loss as on 31st March, 2015 is Rs. 6,349.26 Lacs which is
in excess of 50% of the net worth of the Company.
As a part of its financial revival process, the lenders of the Company
has already approved CDR package (as referred in note no. 27 above).
The Company has continuous support from the promoters and has put in
place measures for revival and cost reduction.
Considering the above initiative of the Company and given the overall
position of steel industry in India, the financial statements have been
prepared under Going Concern basis.
14 The Company has not made any remittance in foreign currencies on
account of dividend during the year and does not have infor- mation as
to the extent to which remittance in foreign currencies on account of
dividends have been made on behalf of non-resi- dent shareholders.
15 Previous year's figures have been reworked, re-grouped, re-arranged
and reclassified, wherever considered necessary. Accordingly amounts and
other disclosures for the preceding year are included as an integral
part of the current year financial Statements and are to be read in
relation to the amounts and other disclosures relating to the current
year.
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