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Notes to Accounts of Brandhouse Retails Ltd.

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:


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.

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