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Notes to Accounts of D & H India Ltd.

Mar 31, 2015

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Electrodes & Consumables, C02 Wire, M Core Wire, Flux Powder, Flux cored Wire, Stainless Steel Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India.

The company is a public limited company incorporated and domiciled in India and has its registered office at Mumbai, Maharastra, India. Its shares are listed on the Bombay Stock Exchange Ltd. (BSE).

2. Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder 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 preferential amounts, in proportion to their shareholding.

3. Nil Equity Shares were issued in the last 5 years under the Employee Stock Options Plan as consideration for services rendered by employees.

4. Capital Reserves Includes Capital subsidy received from DIG as per terms & agreement for the period from 17.03.2011 to 16.03.2016.

5 Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

6. Working capital limit are secured by hypothecation of present and future stock of raw materials, stock- inprocess, finished goods, stores and spares (not relating to plant and machinery), book debts. & Personal Guarantee of Mr. Harsh Vora& Mr. Madhusudan Jain.

7. Unsecured Loan Taken from Directors are from thier owned fund & Maximum tenure of repayment is within six month.

8. In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

9. Other Paybles Includes Statutory Liabilities .Advance received from customers & Security Deposits from Dealer.

10. Other Short term provisions includes the diff. of excise duty on opening & closing stock of finished goods.

11. During the Year company commences production at Durg (Chhattisgarh). Hence Capital Work In Progress Converted into Fixed Assets

12. Intangible Assets underdevelopment include SAP under development.

13. Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II. Accordingly the unamortised carrying value is being depreciated over the remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April 2014 have been adjusted net of tax, in the opening balance of Profit and Loss Account amounting to Rs. 3216888

14. Fixed Deposit maintained by the company with bank, which can be withdrawn by the company at any point of time.

15. 'Other Loans and advances includes Advance to Vendors / Service Providers.

16. As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below:

a) Short Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. are recognized in the period in which the employee renders the related services.

b) Long Term Benefits Defined Contribution Plans :

The Employee State Insurance Scheme and Contributory Provident Fund administered by Provident Fund Commissioner are defined contribution plans. The Company's contribution paid/payable under the schemes is recognized as expense in the profit and loss account during the period in which the employee renders the related service.

Employers Contribution to Provident fund & ESI 46,45,667 40,61,684

Defined Benefit plans :

a. The employees' gratuity fund scheme managed by Life Insurance Corporation of India for the Company is a defined benefit plan. During the year company paid amount Rs. 358319/- for future gratuity benefits of the employees of company.

b. Benefit related to the Leave Encashment company made provision amounting Rs. 886185/- as per the policy of the company.

17. Interest expenses is net of Interest Subsidy received from DIG Dhar for Ghatabillod Unit amounting to Rs. C.Y.561025 /- P.Y. 250297/-

18. The Excise duty related to the difference between the closing stock and opening stock Rs.(10,33,596)/- (Previous Year Rs. (69,09,789/-) has been shown in other manufacturing expenses and excise duty related to sales amounting to Rs.8,43,54,388/- .(Pr.Yr. Rs.8,16,60,741/-) has been reduced from gross sales.

19. Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under

Subsidiary Company

V & H Fabricators Pvt. Ltd.(Wholly Owned)

Commonwealth Mining Private Limited Key Managerial Persons

Shri Harsh Kumar Vora (Managing Director)

Shri Madhusudan Jain (Whole Time Director)

Shri Saurabh Vora (Whole Time Director w.e.f 01/10/2014)

Smt. Atithi Vora (Whole Time Director w.e.f 01/10/2014)

Shri Sanat Jain (Chief Financial Officer)

Shri Rajesh Sen ( Company Secretary)

Enterprises Over which Key Managerial Person are able to Exercise Significant Influence

Vora Wires Industries (India) Limited Corna Infra Limited

V & H Infra Pvt. Ltd.

Relative Of Key Managerial Person

Shri Saurabh Vora

Smt. Atithi Vora

20. Various items included under the head Current Assets, Loan & Advances, as well as Current liabilities are subject to confirmation / reconciliation.

21. In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

22. Amortization of lease hold land is not being done as the same is on perpetual lease.

23. Segment Reporting

a) Business Segment:

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business ' segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

24. Contingent Liabilities & Commitments(To the Extent not provided for)

i Guarantees given on behalf of the company - 3,15,400

ii CST Demand (in appeal) 22,94,412 19,04,426

iii Entry Tax Demand (in appeal) 65,224 4,00,987

Total 23,59,636 26,20,813

25. Some of the cases are pending before the Hon'ble courts but management believes that the ultimate outcome of these proceedings will not have a material adverse effects on the Company's financial position and results of operation.

26. These financial statements have been prepared in the format prescribed by the revised Schedule III to the companies Act 2013. Previous period figures have been recasted/ restated to confirm to the current period Figures have been rounded off to the nearest Rupee.


Mar 31, 2014

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Electrodes & Consumables, CO2 Wire, M Core Wire, Flux Powder, Flux cored Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India. The Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956 Its shares are listed on the Bombay Stock Exchange (BSE).

1.2 Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder 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 preferential amounts, in proportion to their shareholding.

2.1 Nature of Security and terms of repayment for secured borrowings

Nature of Security

a) Term Loan From HDFC Bank amounting Rs. 50/-Lakhs (Previous Year 200/- Lakhs)is secured by way of Hypothecation by First and exclusive charges of Plant & Machinery. & Copllateral security by way of first mortgage of industrial property situated at village: Sejwaya, Gram Ghatabillod, District Dhar & Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

Terms of Repayment

Repayble in 60 Month installment of

Rs. 112617/-@ BR 2.55% starting

from 07/05/2014

b) Vehicle Loans from HDFC Bank amounting to Rs. 9/- Lakhs (Previous Year Two vehicle loan amounting Rs. 16.25/- Lakhs) is secured against respective Vehicles. & Personal Guarantee of Mr. Harsh Vora.

Repayble in 36 Month installment of

Rs. 29570/- 11.25% starting from

08.11.11 respectively

c) Vehicle Loan from State Bank Of India amountingRs. 10/- Lakhs is secured against respective Vehicles.& Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

Repayble in 36 Month installment of

Rs. 33000/-@11.25% starting from

04/11/2011

d) Working Capital Term Loan From HDFC Bank amounting Rs. 500/- Lakhs (Previous Year 400/- Lakhs) is secured by way of Hypothecation by First and exclusive charges of Plant & Machinery. & Copllateral security by way of first mortgage of industrial property situated at village: Sejwaya, Gram Ghatabillod, District Dhar & Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

Repayble in 36 Month installment of

Rs. 15,65,656/- @ BR 2.55%

starting from 03/08/2012

6 Deferred Tax Liability (Net)

Deferred Tax Liability on timing difference on account of difference between written down value of fixed assets

2.1 As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below :

a) Short Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. are recognized in the period in which the employee renders the related services.

3 Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under :-

Associates

Vora Wires Industries (India) Limited

International Steel

Corna Infra Limited (Earlier Known as "Good Creation Investment

& Finance Limited)

Commonwealth Mining Pvt. Ltd.

V & H Infra Pvt. Ltd.

Subsidiary Company

V & H Fabricators Pvt. Ltd. Key Managerial Persons

Shri Harsh Kumar Vora (Managing Director)

Shri Madhusudan Jain (Whole Time Director)

Shri V. S Bhate (Director- For the part of the year)

Transactions with related Parties

Nature of Transactions Associates/Key Management Persons

Associates/Key Management Persons

4 Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

5 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

6 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

7 Amortization of lease hold land is not being done as the same is on perpetual lease.

8 Segment Reporting

a) Business Segment :

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

9 Contingent Liabilities & Commitments

As at As at 31.03.2014 30.03.2013 Rupes Rupes

i Guarantees given on behalf of the company 3,15,400 6,34,760

ii CST Demand (in appeal) 19,04,426 37,04,484

iii Entry Tax Demand (in appeal) 4,00,987 52,84,665

Total 26,20,813 96,23,909

10 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee.


Mar 31, 2013

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Consumables, CO2 Wire, M Core Wire, Flux Powder, Flux cored Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India. The Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on the Bombay Stock Exchange (BSE).

2 Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

3 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

4 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

5 In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

6 Amortization of lease hold land is not being done as the same is on perpetual lease.

7 Segment Reporting

a) Business Segment :

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

2 Contingent Liabilities & Commitments

i Guarantees given on behalf of the company 6,34,760 11,72,936

ii CST Demand (in appeal) 37,04,484 25,12,172

iii Entry Tax Demand (in appeal) 52,84,665 52,84,665

Total 96,23,909 89,69,773

8 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee.


Mar 31, 2012

1) General information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Consumables, CO2 Wire, M Core Wire, Flux Powder, Flux cored Wire & other similar activities. The company has manufacturing plants in India and sells primarily in India. The Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on the Bombay Stock Exchange (BSE).

2.1 Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder 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 preferential amounts, in proportion to their shareholding.

2.2 Nil Equity Shares were issued in the last 5 years under the Employee Stock Options Plan as consideration for services rendered by employees.

2.3 Covertible Warrants : The Company has issued and allotted 36,40,400 (Thirty Six Lacs Forty Thousand Four Hundred) Convertible Warrants on 5th April, 2010 at a price of Rs.22.00 each to the promoter and non-promoter bodies corporate on preferential basis. The Holders are entitled to exercise their option to convert the same into fully paid up Equity shares of Rs.10.00 each at a premium of Rs. 12.00 per share at any time within a period of 18 months from the date of allotment. The application money i.e Rs. 5.50 per warrant, in respect of 23,90,400 & 12,50,000 convertible warrants have been received before 31.03.2010 & on 05.04.2010 respectively.

The Company has converted 5,80,400 & 4,60,000 Convertible Warrants of Rs.22.00 (Rupees Twenty Two Only), into equal number of fully paid Equity Shares of Rs.10.00 (Rupees Ten only ) each at a premium of Rs.12.00 ( Rupees Twelve only) each on 28th March,2011 & 4th October,2011 Respectively.

3.1 Capital Reserves Includes Capital subsidy received from DIC as per terms & agreement for the period from 17.03.2011 to 16.03.2016.

3.2 During the year company forfeited 26,00,000 convertible warrant as per the terms & condition of agreement & Board resolution. forfeited warrants issued at 5.5/-per warrant application money and balance amount not paid by the warrant holders so the amount forfeited & transferred to the capital reserve account.

4.1 Working capital limit are secured by hypothecation of present and future stock of raw materials, stock- inprocess,finished goods, stores and spares (not relating to plant and machinery), book debts. & Personal Guarantee of Mr. Harsh Vora & Mr. Madhusudan Jain.

5.1 Other Payables Includes Statutory Liabilities ,Advance received from customers & Interest Payable to the related parties.

6.1 Other Short term provisions includes the diff. of excise duty on opening & closing stock of finished goods.(also refer note no.30)

7.1 As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below

a) Short Term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. are recognized in the period in which the employee renders the related services.

b) Long Term Benefits Defined Contribution Plans :

The Employee State Insurance Scheme and Contributory Provident Fund administered by Provident Fund Commissioner are defined contribution plans. The Company's contribution paid/payable under the schemes is recognized as expense in the profit and loss account during the period in which the employee renders the related service.

Defined Benefit plans :

a. The employees' gratuity fund scheme managed by Life Insurance Corporation of India for the Company is a defined benefit plan.During the year company paid amount Rs. 2490210/- for future gratuity benefits of the employees of company

b. Benefit related to the Leave Encashment company made provision amounting Rs. 501516/- as per the policy of the company.

8.1 The Excise duty related to the difference between the closing stock and opening stock Rs.8,86,143/-(Previous Year Rs. 7,57,556/-) has been shown in other manufacturing expenses and excise duty related to sales amounting to Rs.6,84,43,945/- .(Pr.Yr. Rs.5,70,42,366/-) has been reduced from gross sales.

9 Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under :

1 Associates

Vora Wires Industries (India) Limited International Steel

Good Creation Investment & finance limited

V & H Fabricators Pvt. Ltd.

Commonwealth Mining Pvt. Ltd.

Smt. Suchita Kakrecha

Key Managerial Persons

Shri Harsh Kumar Vora (Managing Director)

Shri V.S. Bhate (Director-Technical)

Shri Madhusudan Jain (Whole Time Director)

10 Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

11 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

12 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

13 In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

14 Amortization of lease hold land is not being done as the same is on perpetual lease.

15 Segment Reporting

a) Business Segment :

The Company is mainly engaged in the business of welding consumables. All other activities of the Company revolve around the main business and as such there is no separate reportable business segment.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

16 Contingent Liabilities & Commitments

I Guarantees given on

behalf of the company 11,72,936 1,49,366

ii CST Demand (in appeal) 25,12,172 25,65,551

iii Entry Tax Demand (in appeal) 52,84,665 53,54,842

Total 89,69,773 80,69,759

17 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee


Mar 31, 2010

01. Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

02. Previous year figures are regrouped and rearranged wherever found necessary to make them comparable. Figures have been rounded off to the nearest Rupee.

03. Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

04. In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

05. In the absence of information from suppliers of their status being small scale/ ancillary undertakings amount overdue and interest payable there on cannot be quantified.

06. Debtors outstanding exceeding six month is Nil (Pr.Yr. Rs. Twenty Five lacs) against for the sale of shares to a Company in which directors are interested.

07. Loans and Advances includes Rs 57,00,960/-(Pr. Yr.Nil) for advance to Firms/ Companies in which Directors are interested.

08. Amortization of lease hold land is not being done as the same is on perpetual lease.

09. The Excise duty related to the difference between the closing stock and opening stock Rs.(4,18,280/-) [Previous Year Rs.16,02,953/-] has been shown in other manufacturing expenses and excise duty related to sales amounting to Rs.4,39,55,392/- .(Pr.Yr. Rs.5,98,49,949/-) has been reduced from gross sales.

10. The Break- up of deferred tax assets and liabilities into major components at the year end is as under:

11. Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, the Company has compiled the required information is as under :-

Associates : VoraWires Industries (India) Limited

International Steel

Ennar Star Trade Limited

Good Creation Inv.& Fin.Ltd.

V & H Fabricators Pvt.Ltd.

Key Managerial Persons : Shri Harsh Kumar Vora - Managing Director

Shri V . S. Bhate - Director - Technical

Shri Madhusudan Jain - Whole Time Director

12. CONTINGENT LIABILITIES

a) Guarantees given on behalf of the 4,07,456 6,85,034 Company

b) Central Sales Tax demand (in Apeal) 9,32,648 0

c) Entry Tax demand (in Apeal) 3,59,447 0



13. PREFERENCIAL ALLOTMENT OF EQUITY SHARES AND CONVERTIBLE WARRANTS

The Company has converted 5,00,000 (Five Lacs) Convertible Warrants of Rs.22.00 (Rupees Twenty Two Only), into equal number of fully paid Equity Shares of Rs.10.00 (Rupees Ten only ) each at a premium of Rs.12.00 ( Rupees Twelve only) each on 5th October,2009 and 29th March, 2010 respectively.

The Company has issued and allotted 36,40,400 (Thirty Six Lacs Forty Thousand Four Hundred) Convertible Warrants on 5th April, 2010 at a price of Rs.22.00 each to the promoter and non- promoter bodies corporate on preferential basis. The Holders are entitled to exercise their option to convert the same into fully paid up Equity shares of Rs.10.00 each at a premium of Rs. 12.00 per share at any time within a period of 18 months from the date of allotment. The application money i.e Rs. 5.50 per warrant, in respect of 23,90,400 convertible warrants have been received before 31.03.2010

 
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