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Notes to Accounts of Florence Investech Ltd.

Mar 31, 2015

A. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each shareholder is entitled to one vote per share.

b. 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.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

2. (i) During the year 2011-12, a Scheme of Arrangement and Demerger (the Scheme) between the Company {Florence Investech Limited (FIL) (formerly JK Agri Genetics Limited) (Transferor)} and JK Agri Genetics Limited (JKAGL) {(formerly Florence Alumina Limited (FAL)} (Transferee) has been sanctioned by the Hon'ble High Court at Kolkata vide its Order dated 17th October, 2012 and the Scheme became effective on 2nd November, 2012 operative from 1st April, 2005, the Appointed Date.

(ii) Further, the entire amount of Authorised Preference Shares Capital of Rs. 4,250 lacs divided into 50,00,000 Preference Shares of Rs. 85 each is to be transferred from authorised share capital of the Company to JKAGL (formerly FAL) as equity and unclassified shares are in the process of getting transferred from the Company to the JKAGL (formerly FAL) as authorised capital divided into 4,25,00,000 unclassified shares of Rs. 10 each as per the said Scheme {Note no. (i)}. The matter is pending for disposal with the Registrar of Companies, NCT of Delhi & Haryana.

3. The current Financial Year is for a period of Twelve Months as compared to previous financial year of Eighteen Months and to that extent financials of current year are not strictly comparable with the financials of previous year.

4. Related Party Disclosures

A) Relationships:

i. Wholly Owned Subsidiary : Nil

ii. Associates : M/s. JK Agri Genetics Limited

M/s JK Tyre & Industries Limited

iii. Key Management Personnel (KMP)

Shri Kailash Chand Jain, Manager & CFO (w.e.f. July 01,2014).

Ms. Neha Gupta, Asst. Company Secretary (w.e.f. July 01,2014).

B) Transaction with Related Parties : M/s. JK Agri Genetics Limited

ICD Refund of - Rs. 500.00 lacs Interest on ICD - Rs. 38.63 lacs Reimbursement of expenses Rs. 2.20 lacs

M/s JK Tyre & Industries Limited Remuneration to KMPs

Payment of expenses Rs. 0.57 lacs Rs. 8.88 Lacs

5. Contingent liabilities not provided:

(a) Disputed Income Tax matters (estimated) under Appeal Rs.143.39 lacs (Previous Year: Rs.157.25 lacs).

(b) In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Authorities and adjustment, if any, will be made after the same are finally determined.

6. The company has only one reportable business segment namely "Investment".

7. Income Tax calculation has been made considering certain expenses / adjustments available as assessed by the Management.

8. In view of the exemption granted vide notification dated 14th October, 2014 issued by Ministry of Corporate Affairs, the Company has not prepared consolidated Financial Statements for the year 2014-15.

9. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees' assets and expected future cash flow from such investments.

10. Gratuity & Leave Encashment liability has not been actuarially calculated due to limited number of employees and provided for on accrual basis, accordingly full disclosure as per AS-15 is not considered necessary by the Management.

11. Company is a Core Investment Company & has been granted exemption by Reserve Bank of India from registration as a Core Investment Company.

12. Previous year figures have been reclassified/regrouped wherever considered necessary.


Mar 31, 2014

A. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each shareholder is entitled to one vote per share.

b. 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.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

Note:–

1 Pursuant to the Scheme of Amalgamation of JK Sugar Limited with Dhampur Sugar Mills Limited the Company received 275 Equity shares of Rs. 10/– each fully paid up of Dhampur Sugar Mills Limited for every 1000 Equity Shares of Rs. 10/- each fully paid up held in JK Sugar Limited. Accordingly the Company received 74,534 Equity Shares of Dhampur Sugar Mills Ltd. as against 2,71,035 Shares of JK Sugar Limited held.

2 Rs. 429.31 Lacs is payable on or before 15.06.2015 towards conversion of warrants into fully paid up 4,97,750 No. of Equity Shares of Rs. 10/– each.

3. (i) During the year 2011-12, a Scheme of Arrangement and Demerger (the Scheme) between the Company {Florence Investech Limited (FIL) (formerly JK Agri Genetics Limited) (Transferor)} and JK Agri Genetics Limited (JKAGL) {(formerly Florence Alumina Limited (FAL)} (Transferee) has been sanctioned by the Hon''ble High Court at Kolkata vide its Order dated 17th October, 2012 and the Scheme became effective on 02nd November, 2012 operative from 01st April, 2005, the Appointed Date.

(ii) Name of the Company has been changed from JK Agri Genetics Ltd. to Florence Investech Ltd.

(iii) Further, the entire amount of Authorised Preference Shares Capital of Rs.4,250 lacs divided into 50,00,000 Preference Shares of Rs.85 each is to be transferred from authorised share capital of the Company to JKAGL (formerly FAL) as equity and unclassified shares are in the process of getting transferred from the Company to the JKAGL (formerly FAL) as authorised capital divided into 4,25,00,000 unclassified shares of Rs.10 each as per the said Scheme {Note no. (i)} . The matter is pending for disposal with the Registrar of Companies, NCT of Delhi & Haryana.

(iv) Certain Charge(s) of secured loans, licenses, approvals etc. are in process of getting transferred in the name of JKAGL (formerly FAL).

4. Company is a NBFC. During the year, the Company has been granted exemption by Reserve Bank of India (RBI) from registration as a Core Investment Company (CIC).

5. The Company has changed its Accounting Year from October - September to April – March. Accordingly, the current Financial Year is for a period of Eighteen Months and to that extent financials of current year are not strictly comparable with the financials of previous year.

6. Related Party Disclosures

A) Relationships:

i. Wholly Owned Subsidiary : Nil

ii. Associate :Nil

iii. Key Management Personnel (KMP) : Shri Sanjay Kumar Gupta, Manager

(upto July 04, 2013).

B) Transaction with Related Parties : Nil

7. Contingent liabilities not provided:

(a) Disputed Income Tax matters (estimated) under Appeal Rs.157.25 Lacs (Previous Year: Rs.81.28 lacs).

(b) In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Authorities and adjustment, if any, will be made after the same are finally determined.

8. The company has only one reportable business segment namely "Investment".

9. Income Tax calculation has been made considering certain expenses / adjustments available as assessed by the Management.

10. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent information available with the Company - Rs.Nil ((Previous Year - Rs.Nil).

11. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees'' assets and expected future cash flow from such investments.

12. Leave Encashment liability has not been actuarially calculated due to limited number of employees and pro- vided for on accrual basis; however, amount of provision made is not material, accordingly full disclosure as per AS-15 is not considered necessary by the Management. As no employee has completed statutory period of service with the Company, no liability accrued on account of gratuity.

13. Previous year figures have been reclassified / regrouped wherever considered necessary.


Sep 30, 2010

1. The Company filed a Scheme of Arrangement and Demerger under Sections 391 - 394 of the Companies Act, 1956 (vthe Scheme) with Honble High Court at Calcutta, pursuant to which it is proposed to demerge Seed Undertaking into a separate entity w.e.f. the Appointed Date i.e. 1st April, 2005. The said HonPle High Court Py its judgment dated May 20, 2010, did not approve the said Scheme. The Company has, however, filed an appeal to the Division Bench of the said Honble Court which is pending for final disposal. The impact of the Scheme would Pe given in the financial results w.e.f. the said appointed date, after the scheme is sanctioned Py the said HonPle Court.

2. Estimated amount of contracts net of advances amounting to Rs. 98.75 lacs (Previous Year Nil) remaining to be executed on capital account.

3. Contingent liabilities, not provided for in respect of:

(a) Claims Py certain parties against the company not accepted and not provided for Rs. 1 76.15 lacs (Net of Rs. 108.75 lacs to Pe indemnified Py another party) (Previous Year Rs. 168.76 lacs, Net of Rs. 144,26 lacs to Pe indemnified Py another party).

(P) Pending export oPIigation against import of capital goods under EPCG Scheme (guarantee given Rs. 129.24 lacs): Rs. 501.67 lacs (Previous Year Nil).

(c) Income Tax (matters in appeals) of Rs. 66.66 lacs (Previous year Rs. 15.60 lacs).

4. (a) Income tax calculation has Peen made considering certain expenses/adjustments available as assessed by the management.

(b) Provision for taxation represents Minimum Alternate Tax (MAT) computed under section 115JB of the Income Tax Act, 1961.

5. (a) In terms of disclosure reauirements stated in Accounting Standard on IntangiPle Assets (AS-26) issued Py the Institute of Chartered Accountants of India, the management considered it appropriate to amortize "JK SEEDS" Prand over a period of 20 years from the date of its acquisition, considering nature of business, life cycle of brand, its inherent value and expected future benefits. The carrying amount of "JK SEEDS" brand is Rs. 1552,32 lacs as on 30th SeptemPer, 2010 to Pe amortized over the balance period of eleven and half years.

(P) Software is amortized over a period of 5 years from the year of installation.

6. (a) During the year, The Company has commissioned its Seeds Processing Plant and commenced process- ing of unprocessed seeds, which is included in the inventory at the end of the year.

7. (a) Debtors over six months and Advances are net of provisions made for Doubtful Debts of Rs. 88.48 lacs and

Advances Rs. 21.85 lacs (Previous year Rs. 30.40 lacs and Rs. 16.50 lacs) respectively. (b) Some of the balances of debtors, loans & advances and current liabilities are in the process of confirma- tion/reconciliation.

8. In respect of certain disallowances and additions made by the Income Tax authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally determined.

9. (a) Forward Contract for Rs. 140,46 lacs-USD 300,000 (Previous year Nil) taken for the purpose of hedging against Letter of Credit for import outstanding as at 30m September, 2010. (b) Foreign currency exposure not hedged are Rs. 402.21 lacs on account of net payable (equivalent to USD 13,725 towards receivables; USD 8,63,706 & Euro 30,000 towards payables) as at 30m September, 2010; (Previous year ^ 1.72 lacs on account of net receivable equivalent to USD 3,575).

10. The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent information available with the Company are as under: (i) Principal & Interest amount due and remaining unpaid as at 30th September, 2010: Nil (Previous Year: Nil) (ii) Payment made beyond and appointed day during the year: Nil (Previous year: Nil) and (iii) Interest accrued and unpaid as at 30.09.2010: Nil (Previous Year: Nil),

11. The disclosures required under Accounting Standard (AS-15) "Employees Benefits" notified in the Companies (Accounting Standards) Rules, 2006 are as given below:

Defined Benefits Plans / Long Term Compensated Absences - As per Actuarial Valuation on 30th September, 2010.

(a) Defined Benefit Plans

Amounts recognised as expense and included in the Schedule 12:

Item "Salaries, Wages, Bonus & Retirement Benefits" includes Rs. 27.12 lacs (Previous year Rs. 39,93 lacs) for

gratuity, Rs. 22.29 lacs (Previous year Rs. 3.68 lacs) for leave encashment.

Items "Contribution to Provident and Other Funds" is Rs. Nil (Previous year Rs. 30.13 lacs) for PF funded.

(b) Defined Contribution Plans

Amount recognised as an expense and included in the Schedule 12 "Contribution to Provident and other Funds" of Profit & Loss account Rs. 115.13 lacs (Previous year ^ 110.37 lacs).

(c) The estimates of future salary increase considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors, such as demand and supply in the employment market.

12. Related Party disclosure in accordance with Accounting Standard 18 (A) Relationships

(i) Wholly Owned Subsidiary : Florence Alumina Limited

(ii) Associate : -

(iii) Key Management Personnel (KMP) : Shri PS. Dravid, President & Manager*

(iv) Relative of KMP : Smt. Surekha Dravid: Wife of Shri RS, Dravid $

13. Impairment of Assets:

The Company carries out a periodic review of all its assets with a view to identify any impairment. Impairment of assets, if any, identified on the basis of such review is accounted for in the books as required by the Accounting Standard on Impairment of Assets (AS-28) issued by the Institute of Chartered Accountants of India. There is no impairment of assets which has not been accounted.

14. Leases

Operating Lease

Factory Premises and Vehicles have been obtained on lease. Lease rentals in case of factory premises have escalation clause while there is no escalation clause in case of Vehicles except for change in taxes, if any, There are no significant restrictions imposed by Lease agreements. There are no sub leases.

15. The Company has long-term investments aggregating Rs. 7,893,83 lacs in quoted/unquoted eguity shares in certain companies. The market price of quoted investments in certain cases has fallen below the book value. However, considering the long-term nature of the investments, and intrinsic value of investee Companys assets, no provision is considered necessary by the management, at present, for diminution in the value of Quoted/Unpuoted investments. The aggregate market value of all the auoted investments however is well above the aggregate book value of the quoted investment as per details given in Schedule 6 hereto.

16. The figures of the current year October 2009-September 2010 (12 months) are not comparable with the figures for the previous period April 2008-September 2009 (18 months).

17. Figures for the previous year have been regrouped/rearranged and/or restated wherever necessary, to con- form to current years presentation,

18. Schedules 1 to 15 forming part of the accounts for the year ended 30th September, 2010.


Sep 30, 2009

1. The Company has filed a Scheme of Arrangement and Demerger under Sections 391 -394 of the Companies Act, 1956 ("the Scheme) with Honble High Court at Calcutta, pursuant to which it is proposed to demerge Seed Undertaking into a separate entity w.e.f. the Appointed Date i.e. 1 st April, 2005. Pending approval, no impact of the said Scheme has been given in these accounts.

2. The Company has changed its accounting year ending 31 st March to 30th September and accordingly the accounts of the current period have been prepared for eighteen months from 1 st April, 2008 to 30th September, 2009. Therefore, the figures of current period are not comparable with the figures of previous year.

3. Estimated amount of contracts net of advances amounting to Rs. Nil lacs (Previous year Rs. 6.09 lacs) remaining to be executed on capital account.

4. Contingent liability in respect of claims by certain parties against the company not accepted and not provided for Rs. 168.76 lacs (Net of Rs. 144.26 lacs to be indemnified by another party) (Previous Year - Nil)

5. (a) In terms of disclosure requirements stated in Accounting Standard on Intangible Assets (AS-26) issued by the Institute of Chartered Accountants of India, the management considered it appropriate to amortize "J.K.SEEDS" brand over a period of 20 years from the date of its acquisition, considering nature of business, life cycle of brand, its inherent value and expected future benefits. The carrying amount of "J.K.SEEDS" brand is Rs. 1,687.32 lacs as on 30.09,2009 to be amortised over the balance period of 12,/2 years.

(b) Software is amortized over a period of 5 years from the year of installation.

6. (a) Debtors over six months and advances are net of provisions made for Doubtful Debts Rs.30.40 lacs and Advances Rs. 16,50 lacs (Previous Year Rs.9.78 lacs & Nil respectively).

[b) Some of the balances of debtors, loans & advances and creditors are in the process of confirmation/ reconciliation.

7. In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally determined.

8. Foreign Exchange Difference (net Debit) amounting to Rs.4.46 lacs (Previous year net credit Rs. 0.54 lacs) has been included in Miscellaneous Expenses / Miscellaneous income in Profit & Loss Account respectively.

9. Based on the information so far available with the Company in respect of MSME (as defined in The Micro, Small and Medium Enterprises Development Act, 2006) there are no delays in payment of dues of such enterprises during the year and there is no such dues payable at the year end.

10. The disclosures required under Accounting Standard (AS-15) "Employees Benefits" notified in the Companies (Accounting Standards) Rules, 2006 are as given below:

(a) Defined Benefits Plans / Long Term Compensated Absences - As per Actuarial Valuation on 30th September, 2009.

(a) Defined Benefit Plans

Amounts recognised as expense and included in the Schedule 12:

Item "Salaries, Wage, Bonus & Retirement Benefits" includes Rs.39.93 lacs (Previous year Rs.14.15 lacs) for gratuity, Rs. 3.68 lacs (Previous year 43.95 lacs) for leave encashment.

Items "Contribution to Provident and Other Funds" is Rs.30.13 lacs (Previous year Rs.24,14 lacs) for PF funded.

(b) Defined Contribution plans

Amount recognised as an expense and included in the Schedule 12 "Contribution to Provident and other Funds" of Profit & Loss account Rs. 110.37 lacs (Previous year Rs. 56.10 lacs).

(c) The estimates of future salary increase considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant factors, such as demand and supply in the employment market.

(d) Provident Fund

During the year Company has transferred provident funds accumulations of the employees from its trust managed fund to Regional Provident Fund Commissioner, Hyderabad.

11. Related Party disclosure in accordance with Accounting Standard 18 (A) Relationships

(i) Wholly Owned Subsidiary : Florence Alumina Ltd.

(ii) Associate : -

(iii) Key Management Personnel : Shri RS. Dravid, President & Manager

12. Impairment of Assets:

The Company carries out a periodic review of all its assets with a view to identify any impairment. Impairment of assets, if any, identified on the basis of such review is accounted for in the books as required by the Accounting Standard on Impairment of Assets (AS-28) issued by the Institute of Chartered Accountants of India. There is no impairment of assets which has not been accounted.

13. Foreign currency exposure not hedged are Rs. 1,71,743/- (Previous year Nil) on account of net receivable (equivalent to USD 3,575; Previous year USD Nil) as at 30.09.2009.

14. The Company has long-term investments aggregating of Rs, 7934.84 lacs in quoted/unquoted equity shares in certain companies. The market price of quoted investments in certain cases has fallen below the book value. However, considering the long-term nature of the investments, and intrinsic value of investee Companys assets, no provision is considered necessary by the management, at present, for diminution in the value of such investments. The aggregate market value of all the quoted investments however is well above the aggregate book value of the quoted investment as per details given in Schedule 6 hereto.

15. In view of inadequate available profits, Debenture Redemption Reserve amounting to Rs.47.47 lacs is yet to be created.

16. Figures for the previous year have been regrouped/rearranged and/or recast wherever necessary, to con- form to current Periods presentation.





 
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