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Notes to Accounts of Foods & Inns Ltd.

Mar 31, 2015

1. Rights, preferences and restrictions :

i. The Company has only one class of shares referred to as Equity Shares having par value of Rs. 10 Each holder of Equity Shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian Rupees. 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. The Board of Directors, in their meeting on May 25, 2015, proposed a final dividend of Rs. 2.50 per equity share of Rs. 10 each. The total dividend appropriation for the year ended March 31, 2015 amounted to Rs. 42,55,320 including corporate dividend tax of Rs. 6,27,720.

During the year ended March 31, 2014, the amount of per share dividend recognised as distribution to equity shareholders was Rs.1.80 per equity share of Rs.10 each. The dividend appropriation for the year ended March, 31 2014 amounted to Rs. 30,55,760 including corporate dividend tax of Rs. 4,43,888.

iii. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the 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.

2. The Company has carried forward business losses and unabsorbed depreciation as at the Balance Sheet date. Based on the confirmed export orders, the Company is virtually certain that there would be sufficient taxable income in future against which the deferred tax asset can be realised.

3. Deferred Tax Liabilities (DTL) for the year is arrived at after DTL of Rs. 7,96,108 (Previous Year Rs. NIL) relating to prior period.

4. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods and Packing Materials. All the above Loans including from the Banks are also secured by a personal Guarantee of one Director, a Shareholder and an individual (by one consortium bank) and charge on all the Fixed Assets and Current Assets including book debts of the Company, both present and future.

5. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods, Cans, etc. meant for export, a charge over the entire current assets of the Company including receivables/ book debts, both present and future, and stores and spares, lodgement of confirmed contracts and irrevocable letters of credit and ECGC Packing Credit Guarantee cover.

6. For Supplies to customers Secured by way of hypothecation of stocks of Finished Goods for customers.

7. Secured by way of collateral against pledge of Fixed Deposit of Rs. 13,72,692 (Previous Year Rs. 12,70,862) (Refer Note 18.1).

8. The above does not include the carrying amount of investments in 55,125 (2,00,000) equity shares of Rs. 10 par value fully paid of Dravya Finance Limited, associate (which was subsidiary of the Company upto March 30, 2015), since the same was written off in an earlier year.

9. During the year the Company has sold 25,200 shares of Asim Exports International Limited by which the Company ceased to be a subsidiary and has become an Associate. Accordingly, investments therein is reflected herein above.

10. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act, 1961, on October 16, 1992 and seized the share certificates in respect of the investments of the Company. The time to hold share certificates under seizure by the Income-tax Department is over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian specified in the Act. Subsequently, on June 12, 2007, the Company made an application to the Special Court for giving specific directions in this regard, for which on the basis of the order received during the year, the said shares have been released.

11. The Company is entitled to Export Benefits, under Vishesh Krishi Upaj Yojana vide Notification no.15/2004-09 dated January 4, 2005, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. The Company recognises such Export Benefits on the basis of export of goods. Accordingly, the Company has recognised Export benefits of Rs. 9,78,50,657 (Previous Year Rs. 9,87,51,758) on export of goods.

12. Guarantee Commission of Rs. 53,17,500 (Previous Year Rs. 52,62,500) paid/provided as due to a related party (Refer Note 35).

13. Brokerage on Fund Arrangements Rs. 17,205 (Previous Year Rs. 6,96,495) paid/provided as due to a related party (Refer Note 35).

14. Overseas warehousing charges of Rs. 7,81,23,844 (Previous Year Rs. 6,78,00,528) as reflected under Note 28 on "Other Expenses" includes duties, local transport charges, contractual charges, miscellaneous charges, rent, insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

15. Contingent Liabilities and Commitments

A. Contingent Liabilities

a. Claims against the Company not acknowledged as debt

Particulars As at As at March 31, 2015 March 31,2014 Rs. Rs.

Provision has not been made for Interest for delayed payment of due to a director NIL 7,14,372 notified under the Trial of Offences (Relating to Transactions in Securities) Act, 1992, as no demand has yet been raised

b. Guarantees

Corporate Guarantees given to a Bank against the Credit facilities extended to an 11,70,00,000 11,70,00,000 associate company

c. Others

i Income-tax matters under appeal 14,72,565 2,43,40,773 [Amount deposited Rs. 51,97,172 (Previous Year Rs.1,33,99,997)]

ii Service Tax matters under appeal 3,96,978 3,96,978

B. Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for:

Particulars As at As at March 31,2015 March 31, 2014 Rs. Rs.

Estimated amount remaining to be executed on Capital Account 2,74,26,367 1,57,04,751

Less: Advances paid 1,01,51,765 11,63,675

Net Amount 1,72,74,602 1,45,41,076

b. Others

i. Quantum of Export Obligationof Packing Materials with 20% value addition against Advance 2,53,91,434 3,66,17,194 licences- Duty saved * **

ii. Export obligations of Rs. 8,91,09,335(Previous Year Rs. 8,08,11,726) against EPCG 1,17,04,223 1,03,21,288 Licenses utilised for purchase of Fixed Assets but not yet nstalled - Duty saved

* Export obligations against the advance licence of Rs. 4,38,87,698 (Previous Year Rs. 3,53,01,040) have already been fulfilled by the Company. However, procedural formalities for the closure of the Advance Licences are pending.

** Export obligations against the purchase of machinery and packing materials under Export Promotion Capital Goods Scheme ("EPCG") of Rs. 2,41,39,264(Previous Year Rs. 3,39,91,815) have already been fulfilled by the Company, However, procedural formalities for the closure of the EPCG Licenses are pending.

16. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, based on open market value as per the Valuation Report dated September 27, 2002 submitted by an expert. Consequent to the revaluation, an amount of Rs. 10,66,79,383 was credited to the Revaluation Reserve in the year of revaluation.

As per the Guidance Note on "Treatment on General Reserve on Revaluation of Fixed Assets" issued by the Institute of Chartered Accountants of India (ICAI), for the year ended March 31,2014, the amount of depreciation of Rs. 8,90,410 on revalued portion of Fixed Assets, is transferred to the Statement of Profit and Loss. However, for the year ended March 31, 2015, as suggested in the Application Guide on the Provisions of Schedule II to the Companies Act, 2013 issued by ICAI, the amount of depreciation on the, revaluation amounting to Rs. 23,45,597, is withdrawn and transferred to General Reserve and the same is reflected under Note 3 on "Reserves and Surplus".

17. Investments include a sum of Rs. 2,40,00,000 (Previous Year Rs. 2,40,00,000) invested in Finns Frozen Foods(I)Limited ("Finns"), an associate. The Company has given a deposit of Rs. 3,00,00,000 (Previous Year Rs. 3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company had purchased Frozen Fruit Pulp, Vegetables, Packing Materials and has also incurred Cold Storage and Processing charges amounting to Rs. 5,37,13,601 (Previous Year Rs. 6,27,98,262) and Purchase of Machineries amounting Rs. Nil (Previous Year Rs. 2,58,79,042). During the year, the Company has also sold Raw materials, Packing material and Finished Goods aggregating to Rs. 27,19,835 (Previous Year Rs. 2,26,36,293). On account of all such transactions, the net amount due from Finns is Rs. 5,38,48,199 (Previous Year Rs. 10,56,32,493) and the same is reflected as 'Loans and Advances to Related Parties' under Note 19 on "Short-term Loans and Advances".

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns,the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns,the Board of Directors of the Company perceived the diminution in the value of investments as temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns,as diminution in the value of investments.

During the year, the Company had entered into an agreement with Finns for job processing of frozen products for its export and domestic orders in line with the approval of the Board of Directors at its meeting held on February 14, 2015. Further, the Board has reviewed from time to time, the working of Finns, based thereon and considering the amounts received during the year, it has decided that the current provision for diminution in value of shares is sufficient and no further provision is needed as on March 31, 2015.

18. The Company has called for balance confirmations from Trade Receivables and Trade Payables. It has received a few of the confirmations which have been reconciled with the records of the Company. The other balances have been taken as per the records of the Company. Similarly certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

19. Disclosure as per Accounting Standard 17 on "Segment Reporting":

a. Primary Segment:

The Company is exclusively engaged in the business of "Food Products". This in the context of AS 17 "Segment Reporting", notified under the Companies (Accounting Standard) Rules, 2006, constitutes only single primary segment.

b. Relationships:

I. Subsidiaries:

i. Dravya Finance Limited upto March 30, 2015

ii. Asim Exports International Limited upto March 30, 2015

iii. FNI Asia PTE Limited

II. Associates:

i. Finns Frozen Foods (India) Limited

ii. Dravya Finance Limited with effect from March 31,2015

iii. Asim Exports International Limited with effect from March 31, 2015

III. Key Managerial Personnel:

i. Mr.Utsav Dhupelia

ii. Mr.Milan B.Dalal

IV. Relatives of Key Managerial Personnel:

i. Mrs.Pallavi Dhupelia

ii. Mr.Bhupen Dalal

V. Entities over which Key Managerial Personnel and Relatives of Key Managerial Personnel have control:

i. Muller & Phipps (India) Limited

ii. Western Press Private Limited

iii. Western Securities - A Division of Western Press Private Limited

iv. First Overseas Capital Limited

c. The notional mark to market loss for the year ended as at March 31, 2015 amounting to Rs. 42,74,651 (Previous Year Rs. 62,98,002) has been debited in the Statement of Profit and Loss.

20. Previous Year's figures, wherever necessary, have been regrouped/reclassified to conform to the current year's presentation. Figures in bractets unless specified, represent previous year's figures.


Mar 31, 2014

1. Rights, preferences and restrictions :

i. The Company has only one class of shares referred to as Equity Shares having par value of Rs. 10 Each holder of Equity Shares is entitled to one vote per share.

ii. The Company declares and pays dividend in Indian Rupees. 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. The Board of Directors, in their meeting on May 17, 2014, proposed a final dividend of Rs. 1.80 per equity share of Rs. 10 each. The total dividend appropriation for the year ended March 31, 2014 amounted to Rs. 30,55,760 including corporate dividend tax of Rs. 4,43,888. For the year ended March 31,2013, the Company has paid dividend of Rs. 1 per equity share of Rs. 10 each.

iii. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the 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.

2. For the year ended March 31,2013, pursuant to Section 205A (3) of the Companies Act, 1956 and the Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Company, out of the balance of Rs. 20,99,20,967 in General Reserve (created by the transfer of profits in earlier years), transferred Rs. 16,97,644 to Surplus and had accordingly, proposed dividend out of the accumulated profits of the previous years.

3. The above reflect non-current portion of the related borrowings and the current portion thereof is reflected in Note 9 on "Other Current Liabilities".

4. The Company has carried forward business losses and unabsorbed depreciation as at the Balance Sheet date. Based on the confirmed export orders, the Company is virtually certain that there would be sufficient taxable income in future against which the deferred tax asset can be realised.

5. Deferred Tax Liabilities (DTL) for the year is arrived at after reversal of DTL of Rs. Nil (Previous Year Rs. 5,47,523) relating to prior period.

6. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods and Packing Materials. All the above Loans including from the Banks are also secured by a personal Guarantee of one Director, a Shareholder and an individual (by one consortium bank) and charge on all the Fixed Assets and Current Assets including book debts of the Company, both present and future.

7. Secured by way of hypothecation of stocks of Raw Materials, Stock-in-Process, Finished Goods, Cans, etc. meant for export, a charge over the entire current assets of the Company including receivables/ book debts, both present and future, and stores and spares, lodgement of confirmed contracts and irrevocable letters of credit and ECGC Packing Credit Guarantee cover.

8. For Supplies to customers Secured by way of hypothecation of stocks of Finished Goods for customers.

9. Secured by way of collateral against pledge of Fixed Deposit of Rs. 12,70,862 (Previous Year Rs. 12,70,862) [Refer Note 18.1].

10. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act,1961, on October 16,1992 and seized the share certificates in respect of the investments of the Company. The time to hold share certificates under seizure by the Income-tax Department is over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian specified in the Act. Subsequently, on June 12, 2007, the Company made an application to the Special Court for giving specific directions in this regard, the response of which is awaited.

11. Hitherto,Current Investments were stated at cost. During the year, as required by Accounting Standard 13 on "Accounting for Investments", the Company has changed its policy to state the Current Investments at the lower of cost and fair value. Due to this change, profit for the year and the carried balance of Current Investments is lower by Rs.2,25,000.

12. Of the above, Fixed Deposit of Rs. 12,70,862 (Previous Year Rs. 12,70,862) are secured by way of collateral against secured loan taken from banks [Refer Note 7.4].

13. The Company is entitled to Export Benefits, under Vishesh Krishi Upaj Yojana vide Notification no.15/2004-09 dated January 4, 2005, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. The Company recognises such Export Benefits on the basis of export of goods. Accordingly, the Company has recognised Export benefits of Rs. 9,87,51,758 (Previous Year Rs. 8,75,65,285) on export of goods.

14. Guarantee Commission of Rs. 52,62,500 (Previous Year Rs. 51,43,000) paid/provided as due to a related party [Refer Note 35].

15. Brokerage on Fund Arrangements Rs. 6,96,495 (Previous Year Rs. 8,31,888) paid/provided as due to a related party [Refer Note 35].

16. Contingent Liabilities and Commitments

A. Contingent Liabilities

a. Claims against the Company not acknowledged as debt

Particulars As at As at March 31, 2014 March 31, 2013 Rs. Rs.

Provision has not been made for Interest for delayed payment of due to a director notified under 7,14,372 7,14,372 the Trial of Offences (Relating to Transactions in Securities) Act, 1992, as no demand has yet been raised.

b. Guarantees

Corporate Guarantees given to a Bank against the Credit facilities extended to an 11,70,00,000 11,70,00,000

associate company

c. Others

i. Income-tax matters under appeal

* Assessment Year 2007-2008 5,17,721 5,17,721

* Assessment Year 2009-2010 2,25,036 2,25,036

* Assessment Year 2010-2011 2,28,68,208 2,28,68,208 [Amount deposited Rs. 82,02,825 (Previous Year Rs. 82,02,825)]

* Assessment Year 2011-2012 7,29,808 7,29,808 [Amount deposited Rs. 51,97,172 (Previous Year Rs. 51,97,172)]

ii. Service Tax matters under appeal (Accounting Years 2004-05 to 2007-08) 3,96,978 3,96,978

iii. Sales Tax matter under appeal (Accounting Year 2012-2013) paid there against Rs. 60,40,500 NIL 2,14,61,834 (Previous Year Rs. NIL)

B. Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for :

Particulars As at As at March 31, 2014 March 31, 2013 Rs. Rs.

Estimated amount remaining to be executed on Capital Account 1,57,04,751 5,15,46,572

Less: Advances Paid 11,63,675 1,10,55,252

Net Amount 1,45,41,076 4,04,91,320

b. Others

i. Quantum of Export Obligation is 25,45,90 units (Previous Year 18,39,077 Units) of 3,66,17,194 2,53,48,876 Packing Materials with 20% value addition against Advance licences- Duty saved *

ii. Export obligations of Rs. 8,08,11,726 (Previous Year Rs. 12,29,78,020) against EPCG 1,03,21,288 1,56,59,440

Licenses utilized for purchase of Fixed Assets but not yet installed - Duty saved **

* Export obligations against the advance licence of Rs. 3,53,01,040 (Previous Year Rs. 3,79,76,204) have already been fulfilled by the Company. However, procedural formalities for the closure of the Advance Licences are pending.

** Export obligations against the purchase of machinery and packing materials under Export Promotion Capital Goods Scheme ("EPCG") of Rs. 3,39,91,815 (Previous Year Rs. 2,37,92,574) have already been fulfilled by the Company, however, procedural formalities for the closure of the EPCG Licenses are pending.

17. a. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, based on open market value as per the Valuation Report dated September 27, 2002 submitted by an expert. Consequent to the revaluation, an amount of Rs. 10,66,79,383 was credited to the Revaluation Reserve in the year of revaluation.

b. Depreciation of Rs. 8,90,410 (Previous Year Rs. 8,90,404) provided for the year on the revalued amounts of Fixed Assets over its original cost is withdrawn from the Revaluation Reserve Account and credited to the Statement of Profit and Loss. The aggregate amount so withdrawn from the Revaluation Reserve Account at the year end is Rs. 1,02,39,656 (Previous Year Rs. 93,49,246).

18. Investments include a sum of Rs. 2,40,00,000 (Previous Year Rs. 2,40,00,000) invested in Finns Frozen Foods(I)Limited ("Finns"), an associate. The Company has given a deposit of Rs. 3,00,00,000 (Previous Year Rs. 3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company has purchased Frozen Fruit Pulp, Vegetables, Packing Materials and also incurred Cold Storage and Processing charges amounting to Rs. 6,27,98,262 (Previous Year Rs. 94,89,850) and Purchased of Machineries amounting Rs. 2,58,79,042 (Previous Year Rs. NIL), During the year, the Company has also sold Raw materials, Packing material and Finished Goods aggregating to Rs. 2,26,36,293 (Previous Period Rs. 2,80,469).On account of all such transactions, the net amount due from Finns is Rs. 10,56,32,493 (Previous Year Rs. 11,32,85,110) and the same is reflected as ''Loans and Advances to Related Parties'' under Note 19 on "Short-term Loans and Advances".

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns, the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns, the Board of Directors of the Company perceived the diminution in the value of investments as a temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns, as diminution in the value of investments. Further, the Board has reviewed the working of Finns, based therein orders it has on hand and decided that the current provision for diminution in value of shares is sufficient and no further provision is needed as on March 31, 2014.

19. Debtors, Creditors and certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

V. Entities over which Key Managerial Personnel and Relatives of Key Managerial Personnel have control:

i. Muller & Phipps (India) Limited

ii. Western Press Private Limited

iii. Trans Union Courier

iv. Western Securities-A Division of Western Press Private Limited.

v. Tropical Securities and Investments Private Limited.

b. Forward Contract of USD 59,63,934 (Previous Year USD 63,05,315), Packing Credit in foreign currency of USD 3,62,390 (Previous Year USD 93,46,724), Customer Advances of USD 43,03,404 (Previous Year USD 23,08,002) availed on future export sales of firm commitments against forecast transactions, are outstanding as on March 31, 2014. The notional mark to market loss for the year ended as at March 31, 2014 amounting to Rs. 6,98,36,420 (Previous Year Rs. 7,03,84,742) has been debited in the Statement of Profit and Loss.

20. Previous Year''s figures, wherever necessary, have been regrouped/reclassified to conform to the current year''s presentation.


Mar 31, 2013

1.1 Overseas warehousing charges of Rs. 6,65,53,711 (Previous Period Rs. 5,91,22,471) as reflected under Note 28 on "Other Expenses" , includes duties, local transport charges, contractual charges, miscellaneous charges, rent, insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

1.2 Fees for certification includes those in connection with Rights Issue of the Company.

2. 1,22,220 Warrants were converted into Equity Shares of Rs. 10 each, at a premium of Rs. 144 each on January 31,2011 resulting in an increase in the paid up Equity Share Capital and Securities Premium to the extent of Rs. NIL (Previous Period Rs. 1,45,10,400) and Rs. NIL (Previous PeriodRs.4,12,22,681) respectively.

3. a. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, based on open market value as per the Valuation Report dated September 27, 2002 submitted by an expert. Consequent to the revaluation, an amount of Rs. 10,66,79,383 was credited to the Revaluation Reserve in the year of revaluation.

b. Subsequent thereto, in an earlier year, the Company had written off against the said Revaluation Reserve the sum of Rs. 87,17,880 due from Dravya Finance Limited (including investments of Rs. 20,00,000 therein), a subsidiary company, and Rs. 1,03,07,365 due from an another company. Further, the Company had provided for diminution in value of Long-term Investments aggregating to Rs. 58,80,533 (including investments of Rs. 48,00,000 in Finns Frozen Foods (I) Limited, an associate company) and that too was adjusted against Revaluation Reserve. Thus, in earlier years, the aggregate sum of Rs. 2,49,05,778 was adjusted against Revaluation Reserve, which was not in compliance with the Guidance Note on ''Treatment of Reserves created on Revaluation of Fixed Assets" issued by the Institute of Chartered Accountants of India ("The Guidance Note").

As a result of such adjustments, Revaluation Reserve in earlier years was lower by Rs. 2,49,05,778 and General Reserve was higher by Rs. 2,29,05,778 and Capital Reserve by Rs. 20,00,000.

During the Eighteen Months period ended on March 31. 2012, to fall in line with the requirements of the Guidance Note, the Company rectified such non-compliance by charging the said aggregate sum of Rs. 2,49,05,778 to the Statement of Profit and Loss and thereby reinstating Revaluation Reserve by Rs. 2,49,05,778. Since such change in the previous period was to set right the non-compliance of the Guidance Note in earlier year/s, the same was considered as a prior period adjustment. Thus, the profit available for appropriation for the period ended on March 31, 2012 were lower by Rs. 2,49,05,778.

Out of the above, a sum of Rs. 87,17,880 due from Dravya Finance Limited (including investments therein), a subsidiary company, the Company received Rs. 3,61,904 which is credited to the Statement of Profit and Loss for the Eighteen Months period ended on March 31.2012 as ''Advances Written Off, now recovered'' under "Other Income" (Note 22).

c. Depreciation of Rs. 8,90,404 (Previous Period Rs. 13,35,606) provided for the year on the revalued amounts of Fixed Assets over its original cost is withdrawn from the Revaluation Reserve Account and credited to the Statement of Profit and Loss. The aggregate amount so withdrawn from the Revaluation Reserve Account at the year end is Rs. 93,49,246 (Previous Period Rs. 84,58,852).

4. Investments include a sum of Rs. 2,40,00,000 (Previous Period Rs. 2,40,00,000) invested in Finns Frozen Foods(l)Limited ("Finns"), an as- sociate. The Company has given a deposit of Rs. 3,00,00,000 (Previous Period Rs. 3,00,00,000) to Finns, for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for the purchase of Frozen Fruit Pulp, etc. for exports and for certain expenses of Finns, against which the Company has purchased Frozen Fruit Pulp and Packing Materials amounting to Rs. 94,89,850 (Previous Period Rs. 1,24,70,293). During the year, the Company has also sold raw materials and packing materials aggregating to Rs. 2,80,469 (Previous Period Rs. 3,90,759).On account of all such transactions, the net amount due from Finns is Rs. 11,32,85,110 (Previous Period Rs. 4,25,76,811) and the same is reflected as ''Loans and Advances to Related Parties'' under Note 19 on "Short-term Loans and Advances".

Since the net worth of Finns was eroded, the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal of Finns, the expected improvements in the working of Finns and the future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns, the Board of Directors of the Company perceived the diminution in the value of investments as a temporary in nature. But, out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns, as diminution in the value of investments. Further, the Board has reviewed the working of Finns, based therein orders it has on hand and decided that the current provision for diminution in value of shares is sufficient and no further provision is needed as on March 31, 2013.

5. Debtors, Creditors and certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.


Sep 30, 2009

A. Export obligation against purchase of machinery and packing materials under Export Promotion Capital Goods Scheme ("EPCG") of Rs.6,93,77,844 (Previous year Rs.4,24,50,802) has already been fulfilled by the Company, however, procedural formalities for the closure of the EPCG Licenses are pending.

B. a. Provision has not been made for Interest for delayed payment on Rs.7,14,372 due to a person notified under the Trial of Offences (Relating to Transactions in Securities) Act, 1992, as no demand has yet been raised.

b. The Income-tax Authorities had carried out a search in premises of the Company under section 132 of the Income-tax Act, 1961 on October 16, 1992 and seized the share certificates in respect of the investments of the Company. The time to hold share certificates under seizure by the Income-tax Department is over and the latter informed the Company for releasing of Shares but the Company could not take any step in this respect without taking approval of the Custodian. Subsequently, on June 12. 2007, the Company made an application to the Special Court for giving specific directions in this regard, the response of which is awaited.

2. During the year, the Company has issued 2,25,220 Convertible Warrants ("Warrants") on a preferential basis to the Promoters against which it received the aggregate sum of Rs.86,70,970 being 25% of the price fixed against such Warrants. Each Warrant carries a right to convert the same into one Equity Share of Rs. 10 each at a premium of Rs. 144 each (as per the formula prescribed under the SEBI (DIP) Guidelines) over a period of 18 months from the date of altotment. The amount so received is reflected as "Amount for Preferential Convertible Warrants" on the face of the Balance Sheet.

3. a. Pursuant to the decision of the Board of Directors in its meeting held on August 23, 2002, the Company had revalued its Land and Building at Deonar, Mumbai, on the basis of fair value as per the Valuation Report as on September 26, 2002 and Valuation Report dated September 27, 2002 of an experi. Consequently, Rs.10,66,79,383 had been credited to a Revaluation Reserve Account in the year of revaluation.

b. The Company had written off Rs.1,03,07,365 and Rs.87,17,880 amounts outstanding from a Company and Dravya Finance Limited (including investments therein), a Subsidiary Company, adjusted the same against the Revaluation Reserve Account in an earlier . year. Further, the Company has provided for diminution in value of Long-term Investments aggregating Rs.58,80,533 (including investments of Rs.48,00,000 in Finns Frozen Foods (I) Limited - see note 4 below) and that too was adjusted against the Revaluation Reserve Account. As a result of such adjustment for the aggregate sum of Rs.2,49,05,778 the Revaluation Reserve in the earlier year was lower and the General Reserve was higher by the like amount; such adjustment has effect on the Balance Sheet as on September 30, 2009.

c. Depreciation provided on the revalued amounts of Fixed Assets over its original cost , aggregating to Rs.62,32,832 (Previous Year Rs.53,42,426)[including Rs.8,90,404 (Previous Year Rs.8,90,404) relating to the current year ] its withdrawn from the Revaluation Reserve Account and credited to the Profit and Loss Account.

4. Investments include a sum Rs.2,40,00,000 (Previous year Rs.2,40,00,000) invested in Fims Frozen Foods {I ) Limited ("Finns"), an associate.

The Company has given a deposit of Rs.3,00,00,000 (Previous year Rs.3,OO,00,000) to Finns ,for getting exclusive export rights of Frozen Fruit Pulp, etc.

The Company has given advances from time to time for purchase of Frozen Fruit Pulp etc. for exports for which the amount recoverable from Finns is Rs.3,87,4S,637 (Previous year Rs.5,03,77,626). During the year, the Company has purchased materials amounting Rs.4,07,08,327 (Previous year Rs.7,76,59,401) from Finns. The net debit from Finns on all these accounts aggregate to Rs.7,94,56,964.

Since the net worth at Finns is eroded the Board of Directors of the Company in its meeting held on August 23, 2002 discussed the restructuring proposal off Finns, the expected improvements in the working of Finns and She future orders in hand with Finns.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns Frozen Foods (i) Ltd., the Board of Directors of the Company perceived the diminution in the value of investments as a temporary in nature. But out of abundant auction, the Board of Directors of the Company ,hand decided to provide 20% of the investment in Finns Frozen Foods (I) Ltd. as diminution in the value of investments. Further, the Brand reviewed the working of Firms Frozen Foods (I) Ltd. Orders ft had in its Board meeting dated July 31, 2009 and decided that the current provision for diminuation in value of shares is sufficient and not farther provision is needed as on September 30, 2009.

5. Advances include Rs.38,03,940 (Previous period Rs.47,67,980) as advance paid to a party for taking a premises on lease . Such advances are adjusted against the lease rentals due to the party.

This information as required to be disclosed under the Mere, Small and Medium Enterprise Development to the extent such parties have been, identified by the Company.

6. Overseas warehousing charges include contractual charges, miscellaneous charges , rent , insurance and statutory charges, etc. for storage of goods abroad as per agreement with foreign parties.

7. The Company is entitled to Export Benefits, under Vishesh Krishi Upaj Yojana vide Notification no.15ffi004-09 dated January 4, 2005, in respect of export of Fruit Pulp, paste, slice, Canned Vegetables and others. Hitherto, the Company has recognized such Export Benefits on the basis of applications filed and acknowledged by the concerned authority at the esinmafed realisable value of such entitlements. However, during the year,, the Company has changed the manner of recognising sach Export Benefits on the basis of export of goods. Accordingly, the Company has recognised Export benefis of Rs.7,56,38,254 on export off goods. As a result of this change, Export Benefits recognised and profit for the year are higher by Rs.1,58,01,378-

8. Financial Charges under schedule 14 includes Guarantee Commision of Rs.1,09,88,550 to a Director .

9. Segment Reporting:

The Company is engaged in one line of Business activity, i.e. "Food products" and hence, it has only one reportable segment.

b. Relationships:

I. Subsidiary Company:

i. Dravya Finance Limited ii. Asim Exports International Limited

II. Associate Company:

i. Finns Frozen Foods (India) Limited

III. Key Managerial Personnel:

i. Mr. Utsav K.Dhupelia

ii. Mr. Ray Simkins

iii. Mr. Milan B.Dalal

IV. Relatives of Key Managerial Personnel:

i. Mrs. Pallavi Dhupelia

V Entities on which Key Managerial Personnel has control

i. Muller & Phipps (India) Limited

ii. Cyclic Chemicals Limited

iii. Western Press Private Limited

10. Disclosure on Leases as per Accounting Standard 19 on "Accounting for Leases":

The Company has entered into Operating Lease Agreements for office premises, factory premise at Bulsar and Chittoor, renewable on a periodic basis and cancellable at the Companys option. Rental Expenses for operating leases recognised in the Profit and Loss Account for the year is Rs. 1,08,31,888 (Previous Year Rs. 1,04,35,659)

11. Disclosure in accordance with Accounting Standard (AS 29) Provisions, Contingent Liabilities and Contingent Assets:

Particulars Balance as at Additions during October 1, 2008 the year Rupees Rupees

Provision for Leave Encashment 35,29,928 11,95,011

Provision for Gratuity 63,07,903 42,43,530

Agricultural Marketing Cess 17,90,833 17,17,114



Particulars Amount used/ Balances as at paid during the September 30, 2009 year Rupees Rupees

Provision for Leave Encashment 12,68,801 34,56,138

Provision for Gratuity 18,98,989 86,51,931

Agricultural Marketing Cess 6,20,748 28,87,199

Particulars Balance as at Additions during October 1, 2007 the year Rupees Rupees

Provision for Leave 39,96,040 7,33,134 Encashment

Provision for Gratuity 61,14,266 24,15,900

Agricultural Marketing Cess 15,32,558 10,44,381



Particulars Amount used/ Balances as at paid during the September 30, 2008 year Rupees Rupees

Provision for Leave Encashment 11,99,246 35,29,928

Provision for Gratuity 22,22,776 63,07,390

Agricultural Marketing 7,86,106 17,90,833 Cess

12. Debtors, Creditors and certain balances in Advances, recoverable in cash or kind are subject to confirmation and subsequent reconciliation, if any.

13. The previous years figures, wherever necessary, have been regrouped, reclassified and recast to conform to the current years classification. Figures in brackets indicate those of previous year.


Sep 30, 2003

1. Contingent liabilities not provided for

a. Bills purchased by bank Rs.4,71,55,836/- (Previous year Rs. 2,62,04,005/-)

b. Guarantee to Bank against Credit Facility extended to third party Rs.6,25,00,000 /- (Previous year Rs. 6,25,00,000/-), subject to modification.

c. Workmen related matters : Amount not ascertainable.

d. Claims/Demands against the Company disputed/not acknowledged as debts: Amount not ascertainable.

e. Export obligation against purchase of Machinery under Export Promotion Capital Goods Scheme Rs. 5,46,16,500/-

2. The Fixed Assets register maintained by the Company based on the report dated 16th November, 1989 of the Cost Accountant shows the particulars in respect of cost, addition/deduction, depreciation for the period and WDV individually in case of all assets except those acquired prior to 31.01.88, in which case, it shows these particulars after making appropriate assumption on the basis of categories of assets and not for individual item of such assets.

3.a) Pursuant to the decision of the Board of Directors in its meeting held on 23rd August,2002 the Company had revalued its Land & Building at Deonar, Mumbai, on the basis of Valuation as on 26th September 2002 and Valuation Report dated 27th September.2002. Consequently, Rs.10,66,79,383/- had been credited to the Revaluation Reserve Account in the earlier year. Further the Company had adjusted Loans, Advances and Diminution in the value of Investments amounting to Rs.2,49,05,778/- against this Revaluation Reserve. As a result, the Revaluation Reserve in the earlier year was lower by Rs.2,49,05,778/- and consequently, the General Reserve was higher by Rs.2,49,05,778/-(affecting the Balance Sheet as on 30th September. 2003).

b) During the year the excess depreciation provided on the revalued assets as reduced by that on the original cost of the assets amounting to Rs.8,90,404/- is transferred from Revaluation Reserve and credited to Profit and Loss Account.

4. The income Tax Authorities had carried out a search in premises of the Company under section 132 of the Income Tax Act, 1961 on 16-10-92 and seized the share certificates in respect of the investments of the Company. These certificates have not been released till date. However, during the year , the company has received 3239 , 6.75% Tax Free US 64 bonds of face value Rs.100 each in lieu of conversion of 28,171 units of the Unit Scheme 64, in May 2003.

5. An amount of Rs.7,14,372/- which was payable to a person notified under the Trial of Offences (Relating to Transactions in securities) Act, 1992 has been paid on 09-05-95 having regard to the direction issued as directed by the custodian appointed under the said Act, vide his letter dated 30th January, 1995. As the aforesaid sum was not paid within the time limit set out in the public notice issued by the Custodian in this regard , the Company may be liable to pay interest on account of the delayed payment, in terms of the aforesaid letter. However, no provision for interest has been made for the period up to the date of payment thereof, in the accounts under review as no specific demand for interest has been made by the custodian till date.

6. The Company has sold 2,27,900 shares of Andhra Bank, vide Contract Note No.002806 dated 6th February, 2003. An amount of Rs.61,53,300/- on account of above sales was receivable by the Company . Out of the above amount, the company has recovered Rs.6,53,500/- till the date of signing of this accounts and has received post dated cheques payable on various dates for the balance amount and a collateral security against full amount as per the proposal received from the Company from whom the amount is outstanding, which was approved by the Board of Directors of the Company in its Board Meeting dated 29th January ,2004.

7. The Investment include Rs.2,40,00,000/- (Previous year Rs.2,40,00,000/-) invested by the Company in Finns Frozen Foods (I) Ltd.

The Company has given a deposit of Rs.3,00,00,000/-(Previous year Rs.3,00,00,000/-) to Finns Frozen Foods (I) Limited, for getting exclusive export rights of Frozen Fruit Pulp etc.

The Company has given advances from time to time for purchase of Frozen Fruit Pulp etc. for exports. The amount recoverable from Finns Frozen Foods (I) Ltd. is Rs.1,49,86,473/-

The net worth of Finns Frozen Foods (I) Ltd. is eroded. The Board of Directors of the Company in its meeting dated 23rd August, 2002 discussed the restructuring proposal received from Finns Frozen Foods (I) Ltd., the expected improvements in the working of Finns Frozen Foods (I) Ltd and the future orders in hand with Finns Frozen Foods (I) Ltd.

Consequently, having regard to the restructuring proposal, strategic nature of the investment and expected improvements in the future operations of Finns Frozen Foods (I) Ltd., the Board of Directors of the Company perceived the diminution in the value of investments as temporary in nature. But out of abundant caution, the Board of Directors of the Company, had decided to provide 20% of the investment in Finns Frozen Foods(l) Ltd as diminution in the value of investments. Further, the Board reviewed the working of Finns Frozen Foods (I) Ltd. Orders in had in its Board meeting dated 28th February,2004 and decided the current provision for diminution in value shares is sufficient and no further provision is needed as on 30th September.2003.

8. The Company had written off Rs.1,03,07,365.42 and Rs.87,17,879.62 amounts outstanding from Cyclic Chemicals Limited and Dravya Finance Limited and adjusted the same against Revaluation Reserve in the earlier year. However, the Company has received assurances from the Board of Directors of Cyclic Chemicals Limited and Dravya Finance Limited to the effect that the proceeds of sale of assets, as and when realised by such Companies, would be given to the Company to the extent of the aforesaid amounts written off. The Company has also entered into an Memorandum of Understanding dated 24* January,2003 With Cyclic Chemicals Limited and Dravya Finance Limited to such intent and effect.

9. The Company had entered into sale agreements dated 29th September 2002, for sale of flats at Vashi & Borivili, Mumbai. Sale consideration against the above flats is still receivable by the Company. No Objection Certificate from one of the consortium member bank, with which these flats are mortgaged, is still awaited. Pursuant to the legal opinion received by the Company dated 15th January, 03, the Company had accounted for Rs.21,96,725/- as profit on sale of flats, during the period ended 30th September 2002.

10. Sundry Debtors includes Rs.44,15,152/- which are long overdue. The company has not provided for the same as doubtful of recovery, as the Company is confident of recovering the above amounts from the parties . Also for substantial amounts out of the above, the Company has received the balance confirmation from the respective parties.

11. During the year, the company has provided for retirement benefits such as Gratuity & Leave encashment of Rs. 1,03,000/- & Rs.3,78,000/-[previous year Rs.2,66,000 /- & [Rs.4,13,000/- excess provision written back]] on accrual basis.

12. Debtors, Creditors, Advances given/taken are subject to confirmations & subsequent reconciliation / adjustments, if any.

13. Rs.2,21,478/- is payable to a Small Scale Industries creditor, Safe Offset Private Limited, whose individual balance is due for more than 30 days. Small Scale Industrial parties is as identified and certified by the management.

14. Overseas warehousing charges, paid as per agreement with the foreign party, includes contractual charges, miscellaneous charges, rent, insurance and statutory charges etc. paid for storage of goods abroad.

15 a. Sales (Exports) are after adjusting Gain / (Loss) on account of Foreign Exchange Fluctuation of Rs.6,42,444/- [Previous year Rs. (4,61,866/-)]

b. Purchase (Import of Cans, Plastic Rolls, Aseptic Bag & Machinery ) is inclusive of Profit on account of Foreign Exchange Fluctuation of Rs.54.232/- [Previous year (Rs.5,86,829 /-)].

16. Items related to previous year accounted during the year includes expenses of Rs.13,85,913/- (Rs.7,57,520/-).

17. Segment Reporting:

The Company is engaged in one line of Business activity i.e. "Food products" and hence has no reportable segment.

18. Information on related party transactions as required by Accounting Standard -18

List of Related Parties Associate:

Muller & Phipps (India ) Limited. Finns Frozen Foods (India) Limited. Cyclic Chemicals Limited

Subsidiary:

Dravya Finance Limited Asim Exports International Limited

Key Management Personnel : Utsav K. Dhupelia

Relative of Key Management Personnel: Mrs. Pallavi Dhupelia

19. The future minimum lease payments under non-cancellable operating leases for each of the following periods are;

1) not later than one year - Rs.26,25,000

2) later than one year and not later than five years - Rs. 41,25,000

20.The particulars of capacities, production, opening & closing stock of Finished Goods and sales are as per annexure A to the Notes on Account as per part II of Schedule VI Companies Act, 1956.

21. Since Company has not paid /provided commission to Directors during the period, computation of Managerial remuneration payable to Directors under Section 198 of Companies Act, 1956, is not presented.

22. As the current Financial Year is a period of twelve months and the previous Financial Year was for a period of eighteen months, hence, the figures of current Financial year are not comparable with figures of previous Financial Year.

23. Previous year figure are given in brackets wherever applicable and have been regrouped/ rearranged wherever necessary.

 
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