Transpek Industry Limited

Transcription

1 Transpek Indury Limited Regiered Office 6 Floor, Marble Arch, Ph , , , Race Course Circle, Vadodara Fax fd@transpek.com FORM DPT 1 - CIRCULAR OR CIRCULAR IN THE FORM OF ADVERTISEMENT INVITING DEPOSITS [Pursuant to section 73 (2) (a) and Rule 4(1) of e Companies (Acceptance of Deposits) Rules, 2014] 1. GENERAL INFORMATION a. Name of e Company TRANSPEK INDUSTRY LTD. b. c. d. CIN L23205GJ1965PLC Address, website and oer contact details Date of Incorporation of e Company Business carried on by e Company and its subsidiaries wi e details of branches or units, if any ; Brief particulars of Management of e Company ; e. Names, Addresses, DIN and occupations of e Directors Sr. No Floor, Marble Arch, Race Course, Vadodara Telephone No October, 1965 (CIN L23205GJ1965PLC001343) The Company is carrying on e business of manufacturing and selling indurial chemicals. The factory of e Company is located at Village Ekalbara, Tal. Padra, Di. Vadodara On , e Company formed a wholly owned subsidiary company viz Transpek Indury (Europe) Ltd., U.K. The said company is carrying on e business of pre- regiration / regiration of various chemical products produced by non-eu manufacturers under any oer regulation of European Union. The Company is managed by e Managing Director and Executive Director subject to e superintendence, control and direction of e Board of Directors. Name Address Occupation DIN Shri Ashwin Champraj Shroff (Chairman) Shri Atul Govindji Shroff (Managing Director) Shri Bimal V. Mehta Shri Dipesh Kantisen Shroff Dr. Bernd Dill Shri Ravi A. Shroff Shri Ninad D. Gupte Shri Nimish U. Patel Smt. Geeta A. Goradia Shri Hemant J. Bhatt B-15, Theosophical Society, Juhu Road, Juhu, Mumbai House No.1028, At & Po Raipura, Tal Padra Dirict Vadodara , Pushpak Bungalows, Near Taksh Complex, Vasna Road, Vadodara , Hatkesh Co-op. Hsg. Society, 6 Nor- Sou Road, J.V.P.D. Vile Parle (W), Mumbai Salisweg 45b, D Hanau, GERMANY. B-15, Theosophical Society, Juhu Road, Juhu, Mumbai , Dudhwala Towers, Shreyas Colony, Goregaon (Ea), Mumbai Krishnarpan, Gotri - Sevasi Road, At & Po Sevasi Di. Vadodara. 12, Kesarbaug, Lane Opp to HDFC Bank, Vasna Road, Vadodara , Indrasan Flats, Opp Training Compound, Fatehgunj, Vadodara Professional f Management's perception of risk factors The deposits accepted by e Company are unsecured and rank pari passu wi oer unsecured liabilities of e Company. Induriali Induriali Director Induriali Consultant Induriali Professional Director Induriali Induriali Chartered Accountant The Miniry of Corporate Affairs, Govt. of India, has, vide its notification No. G.S.R. (E) dated 11 May, 2017 amended e Companies (Acceptance of Deposits) Rules, 2015 and allowed companies to accept deposits from Shareholders wiout insurance contract till 31 March, 2018 or till e availability of deposit insurance product, whichever is earlier. In e Companies (Amendment) Bill, 2016 pending before e Parliament it is proposed to omit clause (d) of sub-section (2) of section 73 of e Companies Act, 2013 which provides for such deposit insurance. g Details of default, including e amount involved, duration of default and present atus, in repayment of The Company has not defaulted in payment / re-payment of i. atutory dues; ii. debentures and intere ereon; and iii. loan from any bank or financial initution and intere ereon. Note The Company has not issued any debentures.

2 2. PARTICULARS OF THE DEPOSIT SCHEME a. b. c. Date of passing of Board Resolution Date of passing of resolution in e general meeting auorising e invitation of such deposits; Type of Deposits, i.e. wheer secured or unsecured d.(iii) The aggregate of deposits actually held as on date of issue of e circular or advertisement d.(iv) The amount of deposits proposed to be raised under e Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014 d.(v) Amount of deposit repayable wiin e next twelve mons (upto ). SCHEME A NON CUMULATIVE DEPOSITS (from Shareholders) Rate of Intere per annum 8.75% 9.00% 27 May, Augu, 2017 Unsecured Total Rs. 22,57,13,000/- It is proposed to accept and renew deposits from shareholders of e Company to e extent at e aggregate amount of new deposits togeer wi e exiing or renewed deposits shall not exceed Rs. 37,16,15,155/- at any time during e currency of is circular. e. Terms of Raising of Deposits Duration, Rate of Intere, mode of payment and repayment Following Intere Rates are effective on or after 10 Augu, 2017, On new Deposits and renewal of deposits. SCHEME B CUMULATIVE DEPOSITS (from Shareholders) Minimum Deposit Period Amt. in Rs 2 Years 10,000/- 3 Years 10,000/- d.(i) Amount which e Company can raise by way of Upto Rs. 37,16,15,155/- being 35% of aggregate of Paid-up Share Capital, deposits as per e Act and e rules made ereunder Free Reserves and Securities Premium Account of e Company on e basis of audited financial atements for e year ended 31 March, d.(ii) The aggregate of deposits actually held on e la date of From Shareholders Rs. 22,62,64,000/- immediately preceding Financial Year i.e. 31 March,2017. From Public Rs. NIL Rs.11,30,63,000/- Maturity Amt in Rs. PRINCIPAL TERMS AND CONDITIONS GOVERNING UNSECURED FIXED DEPOSIT SCHEME OF THE COMPANY From Shareholders From Public Rs. 22,57,13,000/- Rs. NIL Period Minimum Deposit Amt. in Rs 2 Years 10,000/- 3 Years 10,000/- 11,890/- 13,060/- Effective Return P.A. 9.45% 10.20% The Company will accept unsecured Fixed Deposits from its Shareholders only. Any deposit in excess of e minimum acceptable amount covered under e said category shall be in multiples of Rs.1,000/- only. Detailed terms and conditions for acceptance/renewal of deposits can be received from e Regiered Office of e Company or from its approved brokers. Deposits shall be treated as deposits from e shareholders if e fir named holder of e deposit is a sole shareholder or a joint shareholder of e Company. APPLICATION Deposits will be accepted only from e shareholders subject to e terms and conditions specified in e prescribed application form which is available at e Regiered Office of e Company or from its approved brokers. The Company's prescribed application form, duly filled in, along wi necessary remittance should be sent to e Company's Regiered Office situated at 6 Floor, Marble Arch, Race Course, Vadodara The amount of e deposit should be remitted by an Account Payee cheque/draft payable at Vadodara and drawn in favour of Transpek Indury Limited Fixed Deposit Scheme. The minimum amount of deposit acceptable under e non cumulative and cumulative schemes is Rs.10,000/- respectively for two years and ree years. Any deposit in excess of e minimum acceptable amount covered under e above categories shall be in multiple of Rs.1,000/- only. The Company will not entertain any reque for change of scheme once selected. Where e scheme choice is not indicated in e application form (cumulative/non-cumulative), e deposit will be treated as placed under e non-cumulative scheme. Deposits will not be accepted from non-resident Indians and foreign nationals, un-regiered trus, partnership firms etc. Applications from minors are acceptable, provided e application forms are signed by eir natural guardians on eir behalf. Depositors should mention eir share holder ledger folio number or DPID/CLID on e application forms and also provide eir Income Tax Permanent Account Number (PAN) and Aadhar Card number. In e event of dea of e fir named depositor, all payments on account of principal and/or intere will be made to e fir of e joint holders in order of e survivors on production of e dea certificate, wiout reference to e heirs and/or legal representatives of e deceased depositor. In any oer case, it will be necessary for e legal representative of e deceased depositor to produce Succession Certificate/Letters of Adminiration/Probate of e Will etc. to e satisfaction of e Company. Individual depositors, singly or jointly, can nominate any person (major or minor rough eir natural guardian) under e nomination facility. In e event of e dea of all e Depositor/s, e deposits shall ve in e nominee. Power of Attorney holder or a guardian applying on behalf of a minor cannot nominate and in at case, proper indemnity mu accompany such reques for repayment of Fixed Deposits. FIXED DEPOSIT RECEIPTS Fixed Deposit Receipts will be issued to e depositors from e Company's Regiered Office situated at Vadodara wiin a period of 21 days from e date of deposit. Effective date of deposit will be e date of realization of e cheque or DD or e date of renewal. 2

3 The Fixed Deposit Receipt is non-transferable. The Company will not accept or recognise any lien or assignment of e deposit and/or intere ereon. In e event of loss or deruction or mutilation of a Fixed Deposit Receipt, e Company may, in its sole discretion, issue a duplicate receipt on such reasonable terms as to indemnity or oerwise as it may ink fit. All expenses incurred in is connection will be borne by e depositor/s. INTEREST Intere will be calculated from e date of realization of e cheque/draft in e Company's Bank Account. Intere under non cumulative deposit scheme shall be payable- (i) on quarterly basis on 31 March, 30 June, 30 September and 31 December and on e date of maturity of deposits for 3 years category of deposits and (ii) on half yearly basis on 31 March and 30 September and on e date of maturity of deposits for 2 years category of deposits. In e case of cumulative deposit scheme, compounding of intere will be done 'quarterly' and on e date of maturity after taking into consideration e deduction of applicable income tax at source, wherever applicable. Payment of intere will be made by 'NACH' (Nationai Automated Clearing House) to e Depositors who have provided eir complete Bank Details for direct credit to eir Bank Account or by an account payee Intere Warrant drawn on e Company's bank and payable at par at all e branches of e concerned bank in India. The Intere Warrants will be sent by Regd. Po/Speed Po/Courier at e regiered address of e depositor/s. Intimation of change of address wi proof of residence and inructions regarding intere remittance wi proof of bank account particulars would be given effect to in e next payment of intere, if ey are received at lea 30 days in advance of e date of payment duly quoting e Fixed Deposit Receipt Number. Intere will cease to accrue after e date of maturity of e deposits. Intere amount will be rounded off to e neare rupee. Excess intere, if any, paid under any circumances, will be recovered from e subsequent payment of intere or from e principal amount. The Company reserves e right to revise e rates of intere on acceptance of new deposits or on renewal of deposits on maturity at any time wiout giving advance notice and e rates of intere prevailing as on e date of realization of cheque/dd or date of renewal on maturity will be applicable. The revised rates of intere will not be applicable to e deposits received (realized) or matured and renewed before such revision in intere rates. INCOME TAX Tax at e applicable rates and in accordance wi e provisions of Income-tax Act, 1961, will be deducted at source from e amount of intere paid and/or credited to a depositor. At present, tax is deductible if e aggregate amount of intere paid or payable during e financial year exceeds Rs.5,000/-. However, tax will not be deducted if e necessary atement/declaration in Form 15G/15H as required under e Income-tax Act is furnished to e Company in respect of each financial year along wi a photocopy of PAN. If e PAN is not received, tax will be deducted at e applicable rate. Tax deducted due to non-compliance wi is condition will not be refunded under any circumances. RENEWAL/REPAYMENT OF DEPOSITS The Company reserves e right not to repay a deposit before e date of maturity. In case of premature widrawals, re-payment of deposit amount and intere will be governed by e Companies (Acceptance of Deposits) Rules, 2014 and amendments ereto. In case of premature widrawal of deposits after six mons from e date of deposit but before completion of 18 mons from e date of deposit, intere payable for completed period will be calculated at 7% p.a. (on simple intere basis) and excess intere if any paid will be recovered. The Deposit Receipt duly discharged on a revenue amp should be sent to e Company 30 days before e date of maturity to enable e Company to renew or refund e deposits as e case may be on e due date. Deposits will not be renewed before e date of maturity. For renewals, a fresh application form duly filled in should accompany e discharged Fixed Deposit Receipt. If application for renewal of deposit is received after e maturity date en e deposit will be renewed from e date of receipt of e application. Repayment of principal amounts will be made by an Account Payee cheque/draft/warrant drawn on any bank. It is not obligatory on e part of e Company to give notice or advance intimation about e due date of e Renewal or Repayment of e Deposit. Where e due date for any payment falls on a day on which e Regiered Office of e Company is closed or on a Bank holiday, e payment will be made on e next working day. JOINT DEPOSITS Deposits will be accepted in joint names not exceeding THREE, including e applicant. The fir named depositor will be regarded as e beneficial owner of e deposits and will be treated as e payee for e purpose of deducting tax u/s. 194A of e Income-tax Act, In e case of deposits in joint names, all correspondence, payment of intere and repayment of e fixed deposit will be made to e person whose name appears fir on e Deposit Receipt. GENERAL The Company reserves e right(s) o To accept deposit only for such periods as it may decide from time to time. o To reject any application for a fresh deposit or for renewal wiout assigning any reason. o To repay e deposit prematurely before e due date. Fixed Deposit will be subject to Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time and any oer rules or regulations prescribed by e Central Government or e Reserve Bank of India or any oer atutory body. The brokerage will be paid only to e auorised brokers of e Company. Disputes arising out of acceptance of deposits are subject to Vadodara jurisdiction only. The forms having incomplete information will not be accepted and e remittance will be returned to e prospective depositors, wiin reasonable time. 3

4 In e case of deposits made under Power of Attorney e relevant Notarised Power of Attorney mu be regiered wi e Company at e time of application. All e correspondence for change of name, address, loss of Fixed Deposit Receipt/Intere Warrant etc., should be addressed to TRANSPEK INDUSTRY LIMITED FIXED DEPOSIT SECTION TH 6 FLOOR, MARBLE ARCH, RACE COURSE CIRCLE, VADODARA , GUJARAT The Company has conituted e Stakeholders Relationship Committee of Directors auorised by e Board of e Directors of e Company for taking actions to redress e akeholders' grievances. All complaints/grievances may be sent to e Dy. Company Secretary & Compliance Officer, Transpek Indury Limited, 6 Floor, Marble Arch, Race Course, Vadodara f. Proposed time schedule mentioning e date of opening of e schemes and e time period for which e circular or advertisement is valid This scheme is applicable from 10 Augu, The circular issued under e scheme is valid until e expiry of six mons from e date of closure of e financial year in which it is issued or until e date on which e financial atement is laid before e Company in annual general meeting or, where e annual general meeting for any year has not been held, e late day on which at meeting should have been held in accordance wi e provisions of e Companies Act, 2013 whichever is earlier. This circular for acceptance of Fixed Deposits from e members of e Company is on e basis of audited Financial Statements for e year ended 31 March, 2017, which will be laid before e Shareholders at eir ensuing Annual General Meeting and is valid upto e date of e next Annual General Meeting to be held on or before 30 September, g. Reasons for/objects of raising e deposit The object of raising e deposit is to augment e working capital base of e Company for running its business activities. h. Credit Rating obtained; Name of e credit rating agencies, Rating obtained, Meaning of e rating obtained, Date on which rating was obtained The Company has availed credit rating from CRISIL Ratings on 20 March, The rating is 'FA / Stable' (pronounced FA rating wi able outlook) which means at e degree of safety regarding timely payment of intere and principal amount is satisfactory. Changes in circumances can affect such issues more an ose in e higher rated categories. i. Extent of Deposit Insurance; Name of e Insurance Company, terms of e Insurance coverage, duration of coverage, extent of coverage, procedure for claim in case of default etc The Miniry of Corporate Affairs, Govt. of India, has, vide its notification No. G.S.R. (E) dated 11 May, 2017 amended e Companies (Acceptance of Deposits) Rules, 2015 and allowed companies to accept deposits from Shareholders wiout insurance contract till 31 March, 2018 or till e availability of deposit insurance product, whichever is earlier. In e Companies (Amendment) Bill, 2016 pending before e Parliament it is proposed to omit clause (d) of sub-section (2) of section 73 of e Companies Act, 2013 which provides for such deposit insurance. j. Short particulars of e charge created or to be created for securing such deposits, if any The Company will be accepting UNSECURED DEPOSITS from e shareholders of e Company and hence creation of charge on deposits is not applicable to e Company. k. Any financial or oer material intere of e directors, promoters or key managerial personnel in such deposits and e effect of such intere in so far as it is different from e intere of oer persons. The terms and conditions including rate of intere decided by e Company for e acceptance of deposits from shareholders, applicable to all oer depositors under e scheme are also applicable to Directors, Promoters and Key Managerial Personnel for eir deposits under e Scheme. No specific financial or oer material benefits are provided to em. 3. DETAILS OF ANY OUTSTANDING DEPOSITS Details of aggregate amount of unsecured deposits from shareholders accepted by e Company upto 31 March, 2017 and intere ereon, as per e en scheme of e Company, are as under a. Amount Outanding (Deposits from Shareholders) Rs.22,62,64,000/- b. Date of Acceptance During e period from 1 April, 2016 to 31 March, c. Total Amount accepted Rs.7,66,77,000/- (includes new Deposits and Renewals during e FY ). d. Rate of Intere Rates of intere on Deposits accepted/renewed during e period from to Rates of intere on Deposits accepted/renewed during e period from to Period of Deposits Two Years Three Years Rate of Intere 9.75% p.a. 1% p.a. Period of Deposits Two Years Three Years Rate of Intere 9.00% p.a. 9.25% p.a. e. Total number of Depositors 2364 (all shareholders) f. Default, if any, in repayment of deposits and payment of intere ereon, if any, including number of depositors, amount and duration of default involved NIL DEFAULT g. Any waiver by e depositors, of intere accrued on deposits NIL 4. FINANCIAL POSITION OF THE COMPANY a. Profit of e Company before and after making provision for tax for e ree financial years immediately preceding e date of issue of circular or advertisement and b. Dividends declared by e Company in respect of e said ree financial years; intere coverage ratio for la ree years (Cash profit after tax plus intere paid or intere paid). FINANCIAL HIGHLIGHTS Particulars Total Income Profit / (Loss) Before Tax Profit / (Loss) After Tax Fixed Assets (Net) Shareholders Fund Dividend on Equity shares Intere Coverage Ratio % Rs.9.00 Per Share , , , , , % Rs.7.50 Per Share , , , , , % Rs.5 Per Share 2.35

5 c. A summary of e financial position of e Company as in e ree Audited Balance Sheets immediately preceding e date of issue of circular or advertisement EQUITY AND LIABILITIES Share Capital Fixed Assets Tangible Assets 11, , , Reserves and Surplus (including Intangible Assets 5.56 Securities Premium and Capital Redemption Reserve) 10, , , Capital Work in Progress 1, , Long-term borrowings Deferred tax liabilities (Net) Long-term provisions Short-term borrowings Trade payables Oer current liabilities Short-term provisions TOTAL 2, , , , , , , , , , , , , , , , , , Non Current Invements Long term loans & advances Inventories Trade Receivables Cash and Bank Balances Short-term loans and advances Oer Current Assets TOTAL , , , , , , , , , , d. Audited Cash Flow Statement for e ree years immediately preceding e date of issue of circular or advertisement ASSETS [ Cash Flow Statement ] For e year ended March 31, 2017, March 31, 2016, March 31, 2015 For e year ended March 31, A. Cash Flow from Operating Activities Profit before exceptional items, prior period items and Tax Adjuments for Depreciation/Amortization Loss/(Profit) on disposal of fixed assets Diminution in e carrying amount of Long Term Invements Gain on foreign currency transactions/translations Intere received Dividend received Intere Expense B. C. Operating Profit before working capital changes Adjuments for (Increase)/Decrease in Loans and Advances (Increase)/Decrease in Trade receivables (Increase)/Decrease in Inventories (Increase)/Decrease in Oer Current Assets (Increase)/Decrease in Trade Payables (Increase)/Decrease in Oer Liabilities and Provisions Cash generated from Operations Less Direct taxes paid Net cash from Operating Activities (A) Cash Flow from Inveing Activities Purchase of fixed assets Proceeds from sale of Property, Plant and Equipments Sale of Invements Decrease/ (Increase) in fixed deposits wi a maturity period of more an 90 days Intere received Dividend received Net cash used in Inveing Activities (B) Cash Flow from Financial Activities Receipt / Repayment of Borrowings (net) Intere Paid Dividend Paid Payment towards buy back of shares (Refer Note 4(i)) Dividend diribution Tax paid Net cash used in Financing Activities (C) Net Increase in cash and cash equivalents (A+B+C) (7.72) (42.79) (535.26) (453.49) (2,243.06) (1.51) 5 4, ( ) 4, (3,549.00) 7.49 (141.37) ( ) (866.59) (436.33) ( ) (89.66) (328.14) (153.49) (36.59) (57.26) (17.18) 1, (253.43) 3, (1,040.02) (2,519.48) , , , (109.30) 4, , (1,715.15) (38.33) (1,611.45) (1,349.10) (989.21) (291.36) 0 (58.70) (2,688.37) (36.39) (62.65) (243.57) 1, (1,311.79) (1,361.67) , , , (2,273.65) 1, (908.27) (143.58) (1,268.59) (146.20) 0 (24.95) (819.87) 6.27

6 Cash and cash equivalents at e beginning of e year Cash and cash equivalents at e end of e year Components of Cash & Cash Equivalents Cash on hand Balances wi scheduled banks On Current Accounts On unclaimed intere on fixed deposit account On margin money accounts On deposit accounts On unclaimed dividend account On Right issue application money account Cash and Cash equivalents as per Note No 17. Less Fixed deposits not considered as cash equivalents Cash and cash Equivalents as per Cash Flow Statement Cash Flow Statement For e year ended March 31, 2017, March 31, 2016, March 31, 2015 For e year ended March 31, (Contd.) Notes - (i) Cash and Cash equivalents includes Fixed Deposits pleged wi government auorities { 1.09 Lakhs (Previous year { 1.00 Lakhs), Unclaimed dividend accounts { Lakhs (Previous year { Lakhs) and Right Issue Application money account { 1.71 Lakhs (Previous year { 1.71 Lakhs), which are not available for use by e Company. (ii) The Cash flow atement has been prepared under e Indirect meod as set out in Accounting Standard 3 AS 2006 as prescribed under Section 133 of e Companies Act, 2013 read wi Rule 7 of Companies (Accounts) Rules, (iii) Figures in e brackets represent cash outflow. Previous year's figures have been regrouped/re-classified, wherever necessary to conform to e current year's classification. e. Any change in accounting policies during e la ree years and eir effect on e profits and e reserves of e Company The Company has not changed its accounting policies during e la ree years. 5. DECLARATIONS The Directors hereby declare at a) The Company has not defaulted in e repayment of deposits accepted eier before or after e commencement of e Act or payment of intere ereon; b) The Board of Directors have satisfied emselves fully wi respect to e affairs and prospects of e Company and at ey are of e opinion at having regard to e eimated future financial position of e Company, e Company will be able to meet its liabilities as and when ey become due and at e Company will not become insolvent wiin a period of one year from e date of issue of e circular or advertisement; c) The Company has complied wi e provisions of e Act and e rules made ereunder; d) The compliance wi e Act and e rules does not imply at repayment of deposits is guaranteed by e Central Government; e) The deposits accepted by e Company before e commencement of e Act have been repaid. f) In case of any adverse change in credit rating, depositors will be given a chance to widraw deposits wiout any penalty. g) The deposits shall be used only for e purposes indicated in e circular or circular in e form of advertisement h) The deposits accepted by e company are unsecured and rank pari passu wi oer unsecured liabilities of e Company. Date 03/10/2017 Place Vadodara By Order of e Board For Transpek Indury Limited Alak D. Vyas Dy. Company Secretary & Compliance Officer 6 SHYAM ART PRINTERS