a) The Company had vide resolution passed through postal ballot on 12th September 2015, approved the issue of one bonus shares for every one equity share held in the company having face value of Rs. 5/- each fully paid to the shares holders existing on record date i.e 24th September 2015. The shares were alloted in board meeting held on 25th September 2015 (Refer Note 2(e) below).
b) Reconciliation of the number of Equity Shares outstanding at the beginning and at the end of the year
d) Rights, Preferences & Restrictions attached to Equity Shares:
The Company has one class of share having a par value of Rs.5 per share. Each Shareholder is eligible for one vote per share held. 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, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferencial amounts, in proportion to their shareholding.
e) Aggregate number of shares & class of shares alloted as fully paid-up by way of Bonus Shares:
No Provision for Dividend has been made for current year in accordance with revised Accounting Standard 4, Contingencies and Events Occuring After the Balance Sheet Date.
The Board of Directors have recommended a dividend of Rs.4.5/- per share ( on fully paid up share of Rs.5/- each ) for _Financial Year 2016-17._
Note 1: DEFERRED TAX LIABILITY (NET)
The Company has recognized deferred tax arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s) in compliance with Accounting Standard (AS 22) - Accounting for Taxes on income.
The major components of deferred tax (liabilities)/assets arising on account of timing differences as at 31st March, 2017 are as follows:
2 Sundry deposits includes refundable Security Deposits accepted from Dealers carrying interest rate in the of range 8% to 9% p.a.
3 Balance as at 31st Mar 2016 includes Rs.121.79 lacs on account of merger of Apcotex Solutions India Pvt Ltd with Apcotex Industries Limited. (Refer Note 43c)
4 Balance as at 31st Mar 16 includes Rs.65.99 lacs Long Term provision & Rs.14.76 lacs Short Term Provision on account of merger of Apcotex Solutions India Pvt Ltd with Apcotex Industries Limited. (Refer Note 43c)_
5. Loan from a bank secured by hypothecation of stock, book debts on parri passu basis and exclusive charge on land and building and second parri passu charge on plant & machinery. The Cash Credit carrys interest rate in range of 9.00% p.a. to 11.00% p.a.
6. Default in terms of repayment of principal and interest - NIL.
7. Balance as at 31st Mar 16 includes Rs.17.25 lacs on Rs.of merger of Apcotex Solutions India Pvt Ltd with Apcotex Industries Limited. (Refer Note 43c)_
8: There are no amounts due and outstanding to be credited to Investor Education & Protection Fund
9: Company has no Fixed Deposits at the end of the financial year. The Central Bureau of Investigation (CBI) has instructed the Company, not to repay the proceeds of four fixed deposits amounting to Rs.48,000/- and accrued interest of Rs.22,491/thereon. These deposits matured during the first week of December 2002 and continue to remain with the Company.
10: Balance as at 31st Mar 16 includes Rs.1312.10 lacs on account of merger of Apcotex Solutions India Pvt Ltd with Apcotex _Industries Limited. (Refer Note 43c)_
Note : i) On 27th October 2016, The Honorable High Court of Judicature at Bombay has approved a scheme of amalgamation of Apcotex Solutions India Private Limited (ASIPL), the wholly owned subsidiary company, with the Company with effect from 31st March,2016.
ii) The Opening balance as at 1st April 2016, includes Rs.3204.35 lacs being Net Fixed Assets of merged company, Apcotex Solutions India Private Limited. (Refer Note 43c)
iii) The Company is in process of registering Title deeds of the following immovable property in the Company''''s name:
Note: Balance as at 31st Mar 16 includes Investments of Rs.24.93 lacs on account of merger of Apcotex Solutions India Pvt Ltd with Apcotex Industries Limited. (Refer Note 43c)
11. Balances as at 31st March 2016 includes below cash and bank balances on account of merger of Apcotex Solutions India Pvt Ltd with Apcotex Industries Limited: (Refer Note 43c)
Excise duty deducted from turnover represents amount of excise duty collected by the company on sale of goods manufactured by the company.
12. Miscellaneous expenses include Excise duty of Rs.93.01 lacs (Previous year Rs.8.61 lacs) being the difference of excise duty between the opening & closing stock of finished goods.
13. The Company was required to spend an amount of Rs.56.63 Lacs (Previous Year Rs.43.65 lacs) being 2% of the average net profits of the three immediately preceding financial years on CSR as per the provisions of section 135 of the Companies Act, 2013. The Company has during the year spent Rs.24.63 Lacs only.
(Previous year''''s figures have been shown in brackets and italics)
14. Estimated amount of contracts to be executed on capital account and not provided for Rs.19.18 lac (Net of advances of Rs.3.75 lacs) [(P.Y. Rs.75.45 lacs (Net of Advances of Rs.15.88 lacs)].
15. Contingent Liabilities:
Claims against the Company not acknowledged as debts [Gross] Rs.1817.92 lacs (P.Y. Rs.1350.58 Lacs).
16. Income Tax liability of Rs.656.10 (Previous Year Rs.656.10 lacs) is in respect of certain disallowances/ Transfer Pricing adjustments by Income Tax Authorities, and Rs.230.37 lacs (Previous Year Rs.230.37 lacs) is in respect of certain disallowances for R & D by Income Tax Authorities, both disputed by the Management.
17. Customs authorities have raised vide notice dated 22-07-2005 a demand and penalty of Rs.142.09 Lacs each for a dispute regarding high sea sales. The Company has paid the demand of Rs.142.09 Lacs in the year 2011-12 and has claimed the same as deduction in the year financial year 2011-12. Balance penalty amount of Rs.142.09 Lacs has been disclosed as contingent.
18. Details on Derivatives Instruments and Un-hedged foreign currency exposures:
(i) Derivative instruments outstanding:
(A) Forward Exchange Contracts:
19. Segment Information
The Company operates in a single primary business segment, i.e. Synthetic Emulsion Polymers. Therefore, the separate segment information on primary segment is not given in terms of the accounting standard 17, on ''''segment reporting'''' issued by the Institute of Chartered Accountants of India. The information pertaining to the company''''s secondary segment i.e. geographical is given below:
Secondary Segment Information:
The Company''''s operations are managed from India. The principal geographical areas in which the Company operates are India, Middle East and Asian Countries.
Secondary segment information with respect to geographical location
20. Related Party Transaction Disclosures:
(I) As per requirement of Accounting Standard for Related Party transactions (AS 18) issued by ICAI:
A. Names of Related Parties and nature of relationship
(Related Parties and the transactions with Related Parties are identified by the management and relied upon by Auditors)
(i) Person(s) having controlling interest
a) Shri Atul C. Choksey - Chairman & Non-Executive Director
(ii) Enterprises directly control by the Company (Subsidiary Company) merge with the Company w.e.f. 31st March 2016
Apcotex Solutions India Pvt. Limited
(iii) Enterprises directly controlling the company( holding company w.e.f 23 Nov. 2016)
Saldhar Investments & Trading Company Pvt. Limited
(iv) Enterprises over which the Company''''s Directors Exercise significant influence
a) Abhiraj Trading & Investments Pvt. Limited
b) Aeonian Investments Company Limited
c) Amisha Buildcon Private Limited
d) Apco Enterprises Limited
e) Aquamarine Trading & Investments Pvt. Limited
f) Aquamarine Investment ManagersLLP
g) Balasesh Leafin Limited
h) Bhuvantray Investments & Trading Co. Pvt. Limited
i) Choksey Structural Engineering Private Limited
j) Choksey Chemical Pvt. Limited
k) Cons Holdings Limited
l) Cybele Paradise Pvt Ltd
m) Forest Hills Trading & Investments Pvt. Limited
n) Gauriputra Investments & Trading Co. Pvt. Limited
o) Haridwar Trading & Investments Pvt. Limited
p) HMP Mineral Pvt. Limited
q) Joshimath Trading & Investments Pvt. Limited
r) Laxmanjhula Trading & Investments Pvt. Limited
s) Mazda Colours Limited
t) Sammelan Investments & Trading Limited
u) Shyamal Finvest (India) Limited
v) Hindustan Mineral Products Co. Limited
(v) Key Management Personnel and their relatives :
a) Shri. Abhiraj A. Choksey - Managing Director - Key Management Personnel
B. Related Party Disclosure
(Previous year’s figures have shown in brackets and italics)
C. Merger of Apcotex Solutions India Pvt Ltd. with the company.
D. Merger of Saldhar Investments and Trading Company Private Limited
Dhumraketu Investment & Trading Company Pvt. Ltd and Trivikram Investment & Trading Company Ltd. have merged with Saldhar Investments and Trading Company Private Limited effective from 6th September 2016.
E. Closing Balances
(Previous year’s figures have shown in brackets and italics)
II) Disclosures as per Regulation 34(3) of SEBI (Listing Obligations & Disclosures Requirement Regulation, 2015) for FY 2016-17.
21. Disclosure as per Accounting Standard 15 (Revised)
i. Contribution to Defined Contribution Plans
Payment for Employers Contribution to Provident Fund, recognized as expenses is '''' 107.26 Lacs.
ii. Contribution to Defined Benefit Plans
The following table sets out the status of the Gratuity Plan as required under AS 15 (Revised).
The estimates of future salary increases, considered in actuarial valuations, take account of inflation, seniority, promotions, and other relevant factors, such as supply demand in the employment market.
The overall expected rate of return on assets is determined based on market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in market scenario.
22. Operating Leases:
The Company lease agreements are in respect of operating lease for vehicles and premises taken on lease. The lease rental recognized in the profit and loss during year & the lease agreements obligations for the period is as per given table.
23. Micro & Small enterprises as defined under the Macro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Sundry creditors include total outstanding dues of micro enterprises and small enterprises amounting to Rs.238.27 (Previous Year: Rs.166.28). The disclosure pursuant to MSMED Act based on the books of account are as under :
24. During the year, the Company had Specified Bank Notes (SBN) held and other denomination notes as defined in the MCA Notification No GSR 308E dated 31st March 2017. The details of Specified Bank Notes (SBN) held and transacted During the period, from 08th Nov 2016 to 30th Dec 2016, denomination wise SBNS and other note as per the notification as given below:
* For the purpose of this clause ''''Specified Bank Notes'''' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407( E), dated 8th November 2016.
25. Acquisition and amalgamation of wholly owned company.
a. On 05th February 2016, company acquired the entire share-holding (No. of Shares - 1,60,99,272) of Omnova Solutions India Private Limited from “Omnova Solutions India France Holding SAS” & “Omnova Solutions SAS France”.
b. On 22nd April 2016, Board of Directors approved the scheme of Amalgamation of wholly owned subsidiary company viz. Apcotex Solutions India Private Limited with the Company from 31st March 2016.
c. On 27th October 2016, The Honorable High Court of Judicature at Bombay has approved a scheme of amalgamation of Apcotex Solutions India Private Limited (ASIPL), the wholly owned subsidiary company, with the Company with effect from March 31, 2016, which had been filed with Ministry of Corporate Affairs on 1st December 2016 and same has been effective from that date. As per the scheme of Amalgamation the Company shall account for amalgamation of ASIPL in its books of accounts with effect from the appointed date (i.e. March 31, 2016) as per the “Purchase Method”, as prescribed in Accounting Standard-14 “Accounting for Amalgamation” specified under section 133 of The Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of The Companies Act, 2013 (''''the Act'''') / The Companies Act, 1956, as applicable.
Accordingly, all the assets and liabilities being the net assets excluding reserves of ASIPL have been recorded by the Company at their respective fair values, as decided by the Board of Directors of the Company as on March 31, 2016 and the Investment held by the Company in ASIPL amounting to Rs.3016.50 lakh stands cancelled and excess of net assets of ASIPL amounting to Rs.7402.48 lakh has been recorded as Capital Reserve. The details of Assets and Liabilities are given below:
Details of Assets and Liabilities as at 31st March 2016
The board of directors of Apcotex Industries Limited have, at their meeting held on 31st March 2017, approved the scheme of Amalgamation of Saldhar Investments and Trading Company Private Limited with Apcotex Industries Limited. The Scheme shall be subject to approval / Sanction by National Company Law Tribunal, Mumbai Bench and such other authorities as may be necessary.
27. The Workmen union at Taloja plant had called a strike which lasted for 51days from 9th January 2017 to 1st March 2017.
28. Previous year''''s figures have been have been regrouped / restated wherever necessary to confirm to current year''''s presentation.