Mar 31, 2012
A) Terms/Rights attached to Equity shares :
The Company has only one class of equity shares having a par value of Rs.
10 per shares. Each holder of Equity Shares is entitled to one vote per
share. The Company declares and pays dividend in Indian Rupees. The
dividend, if proposed by the Board of Directors, is subject to the
approval of the shareholder in the ensuing Annual General Meeting.
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 amounts. The distribution will
be in proportion to the number of equity shares held by the
Shareholders.
a) Loans from Banks (Working Capital facilities repayment on demand)
are secured by hypothecation of :
i. Principal Security First pari-passu - present and future Current
Asset of the Company.
ii. Second pari-passu - present and future Movable and Non-Movable
Fixed Asset of the Company.
iii. Personal Guarantee of Chairman & Managing Director
iv. Corporate Guarantee given by S. Kumars Nationwide Limited.
The above Loans from Banks (Working Capital Facilities) carries
interest @ 15% to 16%. b ) Loans from others (Vehicle Loans) is
secured by hypothecation of the vehicles financed.
*There are no dues payable to Micro, Small and Medium Enterprises for
more than 45 days, and hence there is no need for provision of interest
in the current year. The same is based on the information available
with the Company and relied upon by the Auditors.
NOTE : 1 A
15% Non-Convertible Debentures (NCDs) issued to India Debt Management
Private Limited are secured in favour of the Debenture Trustees, IDBI
Trusteeship Services Ltd. by way of the following;
a) Primary security
i) An english Mortgage on the immovable fixed assets of the Company
situated at Plot No. 3, Survey No. 37, Mouje Ishwarpura, Taluka Kadi,
District Mehsana, and Ahmedabad to secure issue of the Debenture
Certificate.
ii) equitable Mortgage on future immovable fixed assets of the Company
other than that mentioned in i) above.
iii) Charge on the present and future movable fixed assets of the
Company.
b) Additional security
i) Pledge and Default Call Option exercise on 1,05,82,630 Fully
Convertible Debentures of Rs. 100 each of S. Kumars Nationwide Limited
(SKNL) held by Anjaneya Holding Pvt. Ltd (AHPL) and the consequent
shares to be issued to AHPL on conversion of the said Fully Convertible Debentures.
ii) Pledge and Default Call Option exercise on the 10,00,000 equity
Shares of Rs. 10/- each of the Company held by SKNL.
c) Redemption of the Non Convertible Debentures
The redemption of Non Convertible Debentures shall take place by
September 30, 2012 of the face value of the Non Convertible debentures.
d) The Non Convertible Debentures shall have redemption premium of 20%
on face value of debentures redeemed as above.
NOTE : 2 B
There is delay in Interest payment of Rs. 267.12 Lacs (Net of TDS Rs. 29.68
Lacs) to India Debt Management Private Limited for NCDs due on 31st
March, 2012.
i) The Company has become the holding company of Brandhouse Oviesse Ltd
on 29th July, 2009. It additionally acquired by virtue of subscription
to 1,61,73,989 shares (Previous Year 1,28,07,041 shares) i.e. 62.50 %
paid-up Equity Share Capital of the Subsidiary on 28th December 2011 .
ii) Investment in shares being in the nature of Long Term investments
is carried at cost of acquisition.
Stock in Trade comprising of Textiles and made-ups (including
accessories) are carried at the lower of cost or Net Realisable value,
where cost comprises of all purchase costs and other costs incurred in
bringing the inventories to their present location and condition. Goods
in Transit are carried at cost.
NOTE: 3.
Estimated amount of Contracts remaining to be executed on capital or
other account and not provided for (net of advances) - Rs. Nil (Previous
Year - Rs. 16.01 Lacs).
NOTE-: 4.
The confirmation, reconciliation and adjustment of balances pertaining
to Trade Receivable & Trade Payables is an ongoing process. Such
adjustments made and balances as on 31st March, 2012 have been
independently confirmed. As regards outstanding Trade Receivables, the
Company is of the opinion that the same are fully recoverable and
hence, no additional provision is required to be made
NOTE- 5.
Balances under the heads Long Term Loan & Advances, are subject to
confirmation from the respective parties and consequential
reconciliation / adjustment, if any. The necessary accounting effect,
if any, will be given by the Company in the period of such
confirmation/reconciliation.
notE- "6."
a) The Company has transferred the required post tax profit of Rs. 235.88
Lacs (Previous year Rs. 2012.97 Lacs) to Debenture Redemption Reserve
(DRR).
b) The Premium payable on redemption of the Non-Convertible Debentures
on maturity, amounting to Rs. 30.08 Lacs was adjusted against Securities
Premium Account disclosed under the head provisions (Previous year - Rs.
161.49 Lacs).
note 7."
The Company has classified the various benefits provided to employees
under the purview of Accounting Standard 15 (Revised) as under:
i) Defined Contribution Plans
a. Provident Fund & Employees Pension Scheme 1995
b. Employees State Insurance
ii) Defined Benefits Plan
a. Contribution to Gratuity (Non Funded Scheme)
b. Leave Encashment (Non Funded Scheme)
In accordance with the Accounting Standard (AS 15) (Revised), actuarial
valuation was performed in respect of the aforesaid defined benefit
plans based on following assumptions:
NOTE: 8
The entire Operations of the Company comprise of only one segment,
namely Retail and as such, no separate segment reporting is considered
necessary for segment reporting as stipulated in Accounting Standard-17
issued by Institute of Chartered Accountants of India.
NOTE: 9.
Based on the age of the Assets situated at various locations/stores and
considering the fact that the Company operates generally in the leased
out properties, the management is of the opinion that there was no
material impairment in its fixed assets during the year under review
with in the definition of Accounting Standard 28, Impairment of Assets
issued by the Institute of Chartered Accountants of India. The position
is reviewed on yearly basis.
NOTE: 10.
The Company believes that Goodwill as represented in the books of
accounts as at the Balance Sheet date amounting to Rs.1,562.56 Lacs
(Previous year Rs. 1,875.08 Lacs) has an appropriate future economic
benefit as arrived at, upon its de- merger of business with the
erstwhile parent Company in the earlier years.
NOTE: 11
The Company has obtained various stores on operating Lease. Lease
payments made during the year debited to Statement of Profit and loss
is Rs. 2,107.31 Lacs (Previous Year Rs. 2,370.43 Lacs). The amount of
future minimum lease payments/ commitment under Non Cancelable
operating Lease is as under:
NOTE: 12
'As notified by Ministry of Corporate Affairs, Revised Schedule VI
under the Companies Act, 1956 is applicable to the Financial Statements
for the financial year commencing on or after 1st April, 2011.
Accordingly, the financial Statements for the year ended 31 March 2012
are prepared in accordance with the Revised Schedule VI. The amounts
and disclosure included in the financial statements of the previous
year have been reclassified to confirm to the requirement of the
Revised Schedule.
Mar 31, 2010
1 Contingent Liabilities
Sr.no Particulars As at As at
31st March,
2010 31st March, 2009
1. Sales Tax à Disputed in
Appeal-Mumbai - 1.64 Lacs
2. Sales Tax à Disputed in
Appeal-Ghaziabad 4.10 Lacs -
3. DLF Limited Delhi towards TDS 5.62 Lacs** -
4. Bank guarantee in favour of
The Collector, 14.15 Lacs* 14.15 Lacs*
Gaziabad, U.P. for Stamp duty
in the court of
HonÃble Court of District
Magistrate/Collector
5 As may arise due to delay /
non-compliance Amount Amount
of certain statutory
requirement Unascertainable Unascertainable
* FDR with Scheduled Banks Rs. 15.45 Lacs (including accumulated
interest of Rs. 1.30 Lacs) kept as deposits in respect of the above.
** FDR with Schedule Bank Rs. 5.65 Lacs kept as deposit in respect of
above.
2 Estimated amount of Contracts remaining to be executed on capital
account and not provided for (net of advances) - NIL (Previous Year Rs
107.77 Lacs).
3 14% Non-Convertible Debentures issued to India Debt Management
Private Limited are secured in favour of the Debenture Trustees, IDBI
Trusteeship Services Ltd. by way of the following;
a. Primary Security
i) An English Mortgage on the immovable fixed assets of the Company
situated at Plot No. 3, Survey No. 37,
Mouje Ishwarpura, Taluka Kadi, District Mehsana, and Ahmedabad to
secure issue of the Debenture Certificate.
ii) Equitable Mortgage on future immovable fixed assets of the Company
other than that mentioned in i) above.
iii) Charge on the present and future movable fixed assets of the
Company.
b. Additional Security
i) Pledge and Default Call Option exercise on 1,05,82,630 Fully
Convertible Debentures of Rs.100 each of S. Kumars Nationwide Limited
(SKNL) held by Anjani Finvest Pvt. Ltd (AFPL) and the consequent shares
to be issued to AFPL on conversion of the said Fully Convertible
Debentures.
ii) Pledge and Default Call Option exercise on the 10,00,000 Equity
Shares of Rs. 10/- each of the Company held by SKNL.
c. Redemption of the Non Convertible Debentures
i) The Non convertible Debentures shall be due for repayment on June
30, 2010 (35%); July 15, 2010 (30%) and June 30, 2011 (35%) after
considering the revision in the repayment dates allowed by Debenture
Holders, subsequent to the Balance Sheet date.
ii) The Non Convertible Debentures shall have redemption premium of 20%
on face value of debentures redeemed as above.
3 Working Capital Demand Loans from Banks are secured by hypothecation
of companys stocks and book- debts, present and future and by a second
charge on all the immovable properties of the company.
4 In the opinion of the management, Current Assets, Loans and Advances
have a value of at least equal to the amounts shown in the Balance
Sheet, if realised in the normal course of the business. The provision
for all the known Liabilities is adequate and not in excess of the
amount reasonably necessary.
5 The Company has become the holding company of Brandhouse Oviesse Ltd
on 29th July 2009 by virtue of subscription to 50,000 Equity Shares of
Rs. 10 each aggregating Rs. 5,00,000 i.e.100 % paid-up Equity Share
Capital of the Subsidiary.
6 Balances under the heads Sundry debtors, Loans and advances and
Sundry Creditors are subject to confirmation from the respective
parties and consequential reconciliation / adjustment, if any. The
necessary accounting effect, if any, will be given by the Company in
the period of such confirmation/reconciliation.
7 a. As against the statutory requirement of transfer of Rs. 1694.57
Lacs (Previous year Rs. 2514.67 Lacs), the
Company has transferred the available post tax profit of Rs.1620.87
Lacs (Previous year Rs. 1338.51 Lacs) to Debenture Redemption Reserve
(DRR).
b. The Premium payable on redemption of the above NCDs on maturity,
amounting to Rs. 338.91 Lacs was adjusted against Securities Premium
Account shown under the head current liabilities and provisions
(Previous year Rs. 502.94 Lacs ).
8 The Company has classified the various benefits provided to employees
under the preview of Accounting Standard
9 (Revised) as under .
i) Defined Contribution Plans
a. Provident Fund & Employees Pension Scheme, 1995
b. Employees State Insurance
ii) Defined Benefits Plan
a. Contribution to Gratuity (Non Funded Scheme)
b. Leave Encasement (Non Funded Scheme)
In accordance with the Accounting Standard (AS 15) (Revised), actuarial
valuation was performed in respect
10 There is no dues payable to Micro , Small and Medium Enterprises for
more than 45 days, and hence there is no need for provision of interest
in the current year. The same is based on the information available
with the Company and relied upon by the Auditors.
11. Taxation :
i) Provision towards Current taxation is made at the rates as
applicable for the Assessment year 2010-2011
12. The entire operations of the Company comprise of only one segment,
namely Retail; and as such, no separate segment reporting is considered
necessary for segment reporting as stipulated in Accounting Standard-17
issued by the Institute of Chartered Accountants of India.
13. Based on the age of the Assets situated at various
locations/stores and considering the fact that the Company operates
generally in the leased out properties, the management is of the
opinion that there was no material impairment in its fixed assets
during the year under review within the definition of Accounting
Standard 28, Impairment of Assets issued by the Institute of Chartered
Accountants of India. The position will, however be reviewed on yearly
basis.
14. The Company believes that Goodwill as represented in the books of
accounts as at the Balance Sheet date amounting to Rs.2,187.61 Lacs
(Previous year Rs.2,500.12 Lacs) has an appropriate future economic
benefit as arrived at upon its de-merger of business with the erstwhile
parent Company in the earlier years.
15. Related parties Disclosure under Accounting Standard-18
Subsidiary Company Brandhouse Oviesse Ltd. ( w.e.f. 29th
July, 2009).
S. Kumars Nationwide Ltd.
Belmonte Lifestyle Ltd.
Sansar Exim Pvt. Ltd.
Key Enterprises in which Anjani Finvest Pvt.
Ltd.
Directors are Interested Reid & Taylor (India) Ltd.
Ingenious Finance & Investment Pvt. Ltd.
Verve Properties & Investments Pvt. Ltd.
Natty Finance & Investment Pvt. Ltd.
Tulja Enterprises Pvt. Ltd.
Chamundeshwari Mercantile Pvt. Ltd.
Maverick Mercantile Pvt. Ltd.
S Kumars Enterprises (Synfabs) Ltd.
S Kumars Textiles Ltd.
S.K.Worsteds Pvt Ltd
Reid & Taylor Ltd ; U.K.
SKNL International B.V.
SKNL Europe B.V.
SKNL Italy S.P.A
SKNL Global Holding B.V.
LEGGIUNO S.P.A.
SKNL North America B.V.
N Essence Holdings Limited.
SKNL ( U.K.) Ltd.
Key Enterprises in which Anjaneya Foundation.
directors are interested. SKNL Foundation.
Remala Trading B.V.
Coppley Corp
HMX Poland sp. Z.o.o
HMX Poland sp. Z.o.o, Luxembourg.
HMX Acquisition Corp.
HMX Des Plaines LLC.
Quartet Real Estate LLC.
HMX LLC.
HMX, DTC Co.
Marling & Evans Ltd , U.K.
Global Apparel (U.S.) Limited.
Global Apparel (France) Limited.
Global Apparel (Hongkong) Limited.
7172931 Canada Limited
Key Management Personnel Mr. Nitin S.
Kasliwal-Chairman & Managing Director
Mrs. Jyoti N. Kasliwal - Director
Relatives of Key
Management Personnel
Ms. Anjani N. Kasliwal
(Daughter of Shri Nitin S. Kasliwal
and Smt Jyoti N. Kasliwal)
Mr. Kartikeya N. Kasliwal
(Son of Shri Nitin S. Kasliwal and Smt Jyoti
N. Kasliwal)
16. Previous years figures are re-grouped/re-arranged wherever
considered necessary.