(I) The company has equity shares having a face value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend 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.
(ii) During the year ended March 31, 2015, the Company issued 30,00,000 (thirty lacs)(previous year 50,00,000) 11% Non- convertible, cumulative, redeemable preference shares(NCRPS) of Rs.10/- each fully paid up. The NCRPS holder shall have a right to vote on resolution placed before the Company which directly affect the rights attached to his preference share only, and any resolution for the winding up of the Company or repayment or reduction of its equity or preference share capital, provided that where the dividend is not paid for two or more years such class of NCRPS holders shall have right to vote on all resolutions placed before the Company. The NCRPS shall be redeemed by the Company at par on expiry of 13 years from the date of allotment, or on the request of NCRPS holders, which ever is earlier. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
(iii) During the year ended March 31,2015, the Company issued 9,00,000 11% Optionally Convertible, Cumulative, Redeemable Preference Shares of the face value of Rs.10/- each for cash at par. On November 10, 2015, 4,30,000 (four lacs thirty thousand) 11% Optionally Convertible Cumulative Redeemable preference shares were converted into equity shares. The equity shares so alloted on conversion are subject to lock-in for a period of 3 years from the date of trading approval or as required under ICDR Regulations. The outstanding balance in this class of shares as on March 31,2015 is 4,70,000 (four lacs seventy thousand) shares. The said shares are convertible into equity shares (ranking pari passu to the existing equity shares of the Company) at the option of the allotees in one or more tranches at any time after allotment within a period of eighteen months. If the allotees do not opt for conversion within the said period of 18 months, then the said shares shall be redeemable at par at the end of 20 years from the date of allotment or earlier on the terms and conditions as may be deemed fit by the Board of Directors of the Company, subject to the approval of the regulatory authorities wherever applicable.
During the year ended March 31, 2015, the Company has received share application money of Rs.40 lacs which will be utilised to issue 4,00,000 (four lacs) 11% Non-convertible, cumulative, redeemable preference shares(NCPRS) of Rs.10/- each at par.
(a) The vehicle loan - non current maturity Rs. Nil (previous year Rs. 40 lacs) is taken from Kotak Mahindra Prime Ltd against refinance of existing motor vehicles owned by the company. This loan carries an interest of 18.08% p.a. and is payable in 24 installments along with interest from the date of the loan. The period of maturity w.r.t. balance sheet date is with EMI of Rs.1.08 lacs each for seven month.
(b) Fixed deposits from related parties carry interest @ 11% to 11.75% p.a.(Previous Year 11% to 11.75% p.a.) and are repayable after 3 years from the respective dates of deposit.
( c) Fixed deposits from shareholders and others carry interest ranging from 11% to 11.75% p.a.(Previous Year 11% to 11.75% p.a.) and are repayable after 2 years and 3 years from the respective dates of deposit.
(a) Working capital loan from banks is secured by hypothecation of current assets and all movables, both present and future and with a collateral charge on immovable and movable properties. The loan carries interest at 7% p.a. in State Bank of India and 5.10% p.a. in Corporation Bank above Bank Rate(BR), present effective rate being 17% p.a. and 15.35% p.a. respectively.
(b) The tenor of inter-corporate deposits is 90 days and carry interest @16.50% p.a. and 17% p.a.
(c) Unsecured loan from "related party" is an interest free loan w.e.f. January 1,2014.
* There is no amount due and outstanding as at Balance Sheet date to be credited to Investor Education and Protection Fund.
Investment in subsidiary, Shurjo Energy Pvt. Ltd
a) The company's subsidiary Shurjo Energy Pvt. Ltd. (SEPL) has been manufacturing solar panels, an industry currently in a challenging situation worldwide. As at March 31, 2014, the accumulated losses in SEPL have exceeded its net worth by Rs.426.57 lacs. The company is actively pursuing the revival of it's subsidiary Shurjo Energy Pvt. Ltd.(SEPL) by diversifying its activities. Towards this end, the company has applied to Falta Special Economic Zone for removing the 100 % E.O.U. status to facilitate the diversification. Company is also exploring the induction of a strategic investor for trading in power back up systems and lead smelting activity. It is of the opinion that losses suffered during the initial years by SEPL are temporary in nature and no provision for diminution in the value of investment of Rs. 785.66 lacs is considered necessary at this juncture. Also the loans and advances of Rs.655.45 lacs due from SEPL as at the balance sheet date are considered as fully recoverable.
Investment in subsidiary, PAE Renewables Pvt. Ltd.
b) The company holds long term investment of Rs.1176.00 lacs in PAE Renewables Private Limited ('PAER') which in turn has invested in its step down wholly owned subsidiary Sovox Renewables Private Limited ('SRPL'). During the year PAE Renewables Pte Limited, wholly owned subsidiary of PAER has entered into MOU for sale of its investment in SRPL. The management is of the opinion that, loss arising out of the sale transaction and the impact of it on PAER investment is not ascertainable. The same will be considered and the necessary affect will be given on completion of the sale transaction of shares.
(a) Loans and advances to subsidiaries is for the purpose of meeting the working capital requirement of the subsidiares. During the year, the company has not charged any interest on these loans and advances.
(b) Loans and advances in the nature of Loans and advances/ICD given to subsidiaries and associates and firms/companies in which directors are interested.
During the current year, PAE Renewables Pte. Ltd.(PAER Pte), a step down subsidiary of PAE Limited has entered into an MOU for the sale of its investment in Sovox Renewables Pvt Ltd.(SRPL), which is step down subsidiary of PAER Pte. Amount received by SRPL towards the sale consideration has been utilised to repay the loans and advances given by PAE Limited to the extent of Rs.653.31 lacs. The balance amount of Rs.186.89 lacs represents the unrecoverable portion of the loans and advances written off in the statement of profit & loss and included under exceptional items.
2 Leases
Disclosure as required by Accounting Standard 19, "Leases", issued by the Institute of Chartered Accountants of India, are given below:
a Where the company is a lessee:
The company has taken various office and godown premises under leave and licence agreements. These are not non cancellable and range between 11 months and 5 years under leave and licence and are renewable by mutual concent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements. Amounts paid during the year under such agreements are Rs.61.05 lacs (previous year Rs.87.42 lacs) and are recognised in the statement of profit and loss account under "Rent" Note no.27.
b Where company is a lessor:
The company has given its own office and residential premises under leave and licence agreements. These are not non cancellable and range between 11 months and 5 years under leave and licence and are renewable by mutual concent on mutually agreeable terms. The company has taken refundable interest free security deposits under certain agreements. Amounts received during the year under such agreements are Rs.6.42 lacs(previous year Rs.29.79 lacs) and are recognised in the statement of profit and loss account under 'Rent Income' in Note no. 22.
3 Segment information
The company has only one reportable segment, namely "Power Products", hence segment disclosure under Accounting Standard -17 (AS-17) is not required.
4 Related Party Disclosure as per AS-18
A Particulars of subsidiary companies Shurjo Energy Pvt. Limited PAE Renewables Pvt. Ltd. (Formerly known as Sky Naturenergy Pvt. Ltd.) PAE Infrastructure Pvt. Ltd. Sovox Renewables Pvt. Ltd. PAE Renewables Pte Ltd., Singapore Sovox Renewables Pte. Ltd., Singapore
B Particulars of Enterprises controlled by any person described as Key Management Personnel:
Name of the related party Nature of relationship
Assure Insurance Advisors Pvt. Ltd. Controlled through key management personnel
C Key Management Personnel:
Name of related party Nature of relationship
Mr. Arvind R. Doshi Chairman
Mr. Pritam A. Doshi Managing Director & Head Finance
D Relatives of Key Management Personnel:
Name of relatives Nature of relationship
Mrs. Pratibha A. Doshi Wife of Mr. Arvind R. Doshi
Mrs. Sohini P. Doshi Wife of Mr. Pritam A. Doshi
Master Viraj P. Doshi Son of Mr. Pritam A. Doshi
Baby Nitya P. Doshi Daughter of Mr. Pritam A. Doshi
5 Contingent liabilities
a Accrued dividend on 11% Non Convertible Redeemable Preference Shares is Rs.60.63 lacs (previous year Rs.14.16 lacs) and on 11% Optionally Convertible, Cumulative, Redeemable Preference Shares is Rs.3.23 lacs (previous year nil). b Disputed sales tax demand of Rs.131.50 lacs (previous year Rs.114.27 lacs). The management has been adviced that there will be no liability arising on this account.
c Counter indemnities given by the company in respect of guarantees issued by the bank Rs.3.78 lacs (prevoius year Rs.36.93 lacs).
d The company has given a corporate guarantee to a bank for Rs. Nil and Rs.125 lacs for secured loans availed by its subsidiary namely, Shurjo Energy Pvt Ltd and PAE Renewables Pvt. Ltd (previous year Rs.350 lacs & Rs.125 lacs for secured loan availed by its subsidiary Shurjo Energy Pvt. Ltd. and PAE Renewables Pvt Ltd respectively.) e Provision for Warranties
As per AS-29, Provisions, Contingent Liabilities and Contingent Assets, issued by the Institute of Chartered Accountants of India, given below are the movements in the warranty provision account:
(Rsin lacs) March 31, 2015 March 31, 2014
At the beginning of the year 90.99 94.18
Provision for warranty made during the year 77.57 55.65
Utilised during the year (54.89) (58.84)
Closing provision for warranty as at the end of the year 113.67 90.99
This information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.
6 The management and Board of Directors of the company have initiated various steps like cost reduction, identifying non core assets for monetisation, which will improve the cash flows. Further, steps are also being taken to evaluate various alternatives for raising funds and resolution of debts. The Board of Directors expects improvement in the business results in the forthcoming years. Accordingly, the financial statements have been prepared on going concern basis.
7 Others
Figures of the previous year have been regrouped and recast wherever necessary.