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Notes to Accounts of Freshtrop Fruits Ltd.

Mar 31, 2015

1. Rights, Preferences and Restrictions attached to Shares

The Company has only one class of equity shares having a par value of '10 per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. 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 of their shareholding.

2. Nature of Security and terms of repayment for Long Term Secured Borrowing

3. Term Loan of Rs. Nil (P.Y. Rs. 56,25,000) is secured by First charge over the entire fixed assets of the company located at the Unit-IV for Tomato Processing Line repayable in 16 Quarterly Installments starting From March,2011. Last Installment due in December,2014.Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

4. Term Loan of Rs.1,89,66,400 (P.Y.3,52,12,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From July,2013.Last Installment due in June,2016. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

5.Term Loan of '1,24,90,000 (P.Y.64,01,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From Sep-14. Last Installment due in Jun-17. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.)

6. Term Loan of Rs.81,91,000 (P.Y.22,49,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

7. Term Loan of Rs.75,07,000 (P.Y. 1,00,00,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

8. Term Loan of Rs.1,32,24,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

9. The above mentioned term Loans are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinary located at Unit-I,Unit-II and Unit-IV &further secured by Extension of charge on current assets of the company & personal Guarantee of Chariman & Managing Director.

10. Term Loan of Rs.8,90,984 (P.Y. Rs.15,33,568) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installment starting From July,2013. Last Installment due in January,2016. Rate of Interest 11.00% p.a.(Last Year 11.00% p.a) at year end.

11. Term Loan of Rs.8,22,087 (P.Y. Rs.17,39,465) is secured by Hypothecation on the Vehicle of the company repayable 30 Monthly Installments starting From August,2013. Last Installment due in January,2016. Rate of Interest 8.35% p.a.(Last Year 8.35% p.a) at year end.

12. Term Loan of Rs.17,20,517 (P.Y. Rs.Nil) is secured by Hypothecation on the Vehicle of the company repayable 35 Monthly Installments starting From August,2014. Last Installment due in June,2017. Rate of Interest 8.35% p.a.(Last Year Nil.) at year end.

13. Term Loan of Rs.Nil (P.Y. Rs.78,362) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installments starting From July,2011. Last Installment due in May,2014. Rate of Interest 10.45% p.a.. (Last Year 10.45% p.a.) at year end.

14. Term Loan of Rs.78,63,146 (P.Y. Rs.Nil) is secured by first & exclusive chage on machinary purchased out of TCFSL fund repayable in 24 Monthly Installments starting From February, 2015. Last Installment due in January,2017. Rate of Interest 13.00% p.a.(Last Year Nil.).It is also secured by unconditional & Irrevocable guarantee of Mr. Ashok Motiani,Chairman & Managing Director.

15. Installments Falling Due In Respect Of All The Above Loans Upto 31/03/2016 Have Been Grouped Under Current Maturities Of Long-Term Debt.

16. Working Capital Loans from Banks comprise of Cash Credit, Pre Shipment and Post Shipment Credit are secured by way of hypothecation of Current Assets including Stocks and Book Debts and are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinery located at Unit-I,Unit-II and Unit-IV &further secured by Extension of charge over Other fixed assets of the company & personal Guarantee of Chariman & Managing Director.

17. The Company has not received any intimation from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid / payable under this Act have not been given.

18. Contigent Liabilities and Commitments (to the extent not provided for)

(a) Contingent Liabilities Amount in Rs.

Particulars As At As At 31-03-2015 31-03-2014

i) Disputed matters in appeals/ contested in respectof:

Service Tax 43,244,054 43,244,054

Income Tax 7,555,058 7,555,058

Future cash outflows in respect of the above are determinable only on receipt of Judgments /decisions pending with various forums/authorities. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the additional demand raised is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

ii) Estimated amount of Custom/Excise duty liability in respect of Capital Goods purchased without payment of duty under EPCG Scheme 8,044,934 15,017,107

iii) Estimated amount of duty liability on stock of duty free materials 5,347,041 4,768,738

iv) Bank Guarantees 4,000,000 15,743,040

v) Letter of Credit Nil 16,515,280

(b) Commitments Amount in Rs.

Particulars As At As At 31-03-2015 31-03-2014

i) Estimated amounts of contracts remaining to be executed on capital account and not provided (net of advances) Nil 17,500,000

19. Related Party Disclosure

Names of related parties and nature of relationship.

i) Enterprise under significant influence of Key Management personnel

1) Freshcap Foodstuff LLP (Formerly known as Freshcap Investments Pvt. Ltd.)

2) Agrofoyer Solutions Pvt Ltd

3) Freshfal Pvt Ltd

ii) Key Management Personnel

Mr. Ashok V. Motiani - Chairman and Managing Director.

Mrs. Nanita A. Motiani - Executive Director

Mr. Ashish B.Parekh - Chief Financial Officer

Mr. Jignesh Gandhi - Company Secretary

iii) Relatives of Key Management Personnel

Mrs. Priyanka Tandon

Mr. Mayank Tandon

Ms. Dipti Motiani

32. Employee Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with LIC in the form of qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

20. The Board of Directors of the Company, at their meeting held on 07.02.2015 have decided to write off capital advances given for purchase of land amounting to Rs. 4,705,358/-. The Company had filed a legal suit against the same in metropolitan court in the year of 1994-95. The Company has been legally advised that there is not a chance of recovery of Capital Advance given for purchase of land.

b. Information about Secondary Segment

a) Revenue from external operations comprises of income from sale of products, and other operating revenues.

b) Carrying amount of segment assets comprises of non-current assets and current assets identified to the respective segments. However Segments assets in India also includes certain common assets used to generate revenue in both segments but not feasible of allocation.

c) Capital expenditure during the year represents net additions to Tangible and Intangible assets and movement in Capital work in progress.

21. Previous year's figures have been rearranged and reclassified wherever necessary to correspondence with current year.


Mar 31, 2014

1. 10,00,000 equity shares of Rs. 19.40/- each (including Securities Premium of Rs. 9.40/- each) & 11,00,000 equity shares of Rs. 14.00/- each (including Securities Premium of Rs. 4.00/- each) were allotted as fully paid upon conversion of Optionally Convertible Warrants during the last Five Years.

2. Rights, preferences and Restrictions attached to Shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. 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 of their shareholding.

3. Nature of Security and terms of repayment for Long Term Secured Borrowing

4. Nature of Security and terms of repayment for Long Term Secured Borrowing

5. Term Loan of Nil (P.Y.Rs. 23,75,682) is secured by Exclusive and Specific charge on the Registered Office at Ahmedabad and repayable in 24 Monthly Installments starting From December,2011. Last Installment due in November,2013. Rate of Interest 14.50% p.a.(P.Y. 14.50% p.a) at year end.

6. Term Loan of Rs. 56,25,000(P.Y. Rs. 1,31,25,000) is secured by First charge over the entire fixed assets of the company located at the Unit-IV for Tomato Processing Line repayable in 16 Quarterly Installments starting From March,2011. Last Installment due in December,2014.Rate of Interest 13.25% p.a. (P.Y. 14.25% p.a.) at year end.

7. Term Loan of Rs. 3,52,12,000 (P.Y. Rs. 4,38,50,153) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From July,2013.Last Installment due in June,2016. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.) at year end.

8. Term Loan of Rs. 64,01,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From Sep-14. Last Installment due in Jun-17. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.)

9. Term Loan of Rs. 22,49,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.) at year end.

10. Term Loan of Rs. 1,00,00,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.) at year end.

11. The above mentioned term Loans are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinary located at Unit-I,Unit-II and Unit-IV & further secured by Extension of charge on current assets of the company & personal Guarantee of Chariman & Managing Director.

12. Term Loan of Rs. 15,33,568 (P.Y. Nil) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installment starting From July,2013. Last Installment due in January,2016. Rate of Interest 11.00% p.a.(P.Y. Nil) at year end.

13. Term Loan of Rs. 17,39,465 (P.Y. Nil) is secured by Hypothecation on the Vehicle of the company repayable 30 Monthly Installments starting From August,2013. Last Installment due in January,2016. Rate of Interest 8.35% p.a.(P.Y. Nil.) at year end.

14. Term Loan of Rs. 78,362 (P.Y. Rs. 5,18,258) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installments starting From July,2011. Last Installment due in May,2014. Rate of Interest 10.45% p.a.. (P.Y. 10.45% p.a.) at year end.

15. Installments Falling Due In Respect Of All The Above Loans Upto 31.03.2015 Have Been Grouped Under Current Maturities Of Long-Term Debt.

16 Working Capital Loans from Banks comprise of Cash Credit ,Pre Shipment and Post Shipment Credit are secured by way of hypothecation of Current Assets including Stocks and Book Debts and are collaterally secured by first charge by way of mortagage of factory land & building & Plant & Machinary located at Unit-I, Unit-II and Unit-IV & further secured by Extension of charge over other fixed assets of the company except Satara unit of the company & Personal Guarantee of Chairman & Managing Director.

17. Other Trade payables represents amount payable to various parties for packing material, consumables and Expenses.

9.2 The Company has not received any intimation from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid payable under this Act have not been given.

18. There are no amounts due for payment to Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year ended.

19. Statutory liabilities represent amounts payable towards VAT, CST, Excise duty and TDS etc.

20. The Company has during the year changed the metod of recognizing the government grant.For better presentation of financial statement company has decided to deduct grant from cost of respective assets.Due to above change Gross block of assets was reduced by Rs. 8,97,01,000 being grant received by the company.Out of which grant of Rs.1,71,03,774 was w/off as Deffered Government grant in proportion of depreciation in earlier years & has been adjusted in respective assets & depreciation fund accounts.

21 Contingent Liabilities and Commitments (to the extent not provided for)

(a) Contingent Liabilities (Amount Rs.)

Particulars As At As At 31.03.2014 31.03.2013

i)Disputed matters in appeals/ contested in respectof:

- Income Tax - 6,612,398

- Service Tax 43,244,054 45,744,054

ii) Estimated amount of Custom/Excise duty liability in respect of Capital Goods purchased without payment of duty under EPCG Scheme 15,017,107 8,959,826

iii) Estimated amount of duty liability on stock of duty free materials 4,768,738 6,192,681

(b) Commitments (Amount Rs.)

Particulars As At As At 31.03.2014 31.03.2013

i) Bank Guarantees 15,743,040 3,500,000

ii) Letter of Credit 16,515,280 4,950,188

iii) Estimated amounts of 17,500,000 3,516,000 contracts remaining to be executed on capital account and not provided

(net of advances)

Note : No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

22 Employee Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with LIC in the form of qualifying insurance policy.


Mar 31, 2013

1 BACKGROUND

Freshtrop Fruits Ltd. is engaged in the business of exports of fresh fruits and vegetables to leading Supermarket chains in various parts of Europe, Russia & Hong Kong as well as in Domestic Market. The company is producing Fruit Pulp & Concentrate for both the Domestic & International Customers.

2.1 Employees Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

3. The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 " Accounting for the Effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Amendment Rules 2009 in the F.Y. 2008-09 and accordingly Company has added the foreign exchange loss of Rs. NIL/- in respect of foreign currency loans to the Fixed Assets during the current Financial Year consequently gain for the year is reduced by the equivalent amount. Company had capitalized Exchange Difference Loss of Rs. 1,59,706/- in the previous year in respect of foreign currency loans.

4. Earning per Equity Share (EPS)

Basic and Diluted EPS are recorded in accordance with Accounting Standard 20 ''Earning per Share'' Earning per Share is calculated by dividing the profit attributable to the Equity Shareholders (after adjustment for deferred taxes) by the weighted average number of Equity Shares outstanding during the period. The numbers used in calculating Basic and Diluted EPS are as stated below.

5. Related Party Disclosure

a) Names of related parties and nature of relationship.

i) Enterprise under significant influence of Key Management personnel

1) Freshcap Investments Pvt. Ltd. (Formerly known as Capital Packaging Pvt. Ltd.)

2) Agrofoyer Solutions Pvt. Ltd.

3) Freshfal Pvt. Ltd.

ii) Key Management Personnel

Mr.Ashok V. Motiani - Chairman and Managing Director.

Mrs.Nanita A. Motiani - Executive Director

iii) Relatives of Key Management Personnel Mrs. Priyanka Tandon

Mr. Mayank Tandon Ms. Dipti Motiani

6. Expenditure incurred on employees in receipt of remuneration of not less than Rs. 60,00,000/- P.A. or Rs. 5,00,000/- P.M. if employed for a part of the year.

7. Previous year''s figures have been rearranged and reclassified wherever necessary.


Mar 31, 2012

1. BACKGROUND

The company was incorporated as a Private Limited Company on 30th September, 1992 and it was converted in to a Public Limited Company on 22nd September, 1994.

Freshtrop Fruits Ltd. is engaged in the business of exports of fresh fruits and vegetables to leading Supermarket chains in various parts of Europe, Russia & Hong Kong as well as in Domestic Market. The company is producing Fruit Pulp & Concentrate for both the Domestic & International Customers.

3.1 50,22,500 equity shares of issued, subscribed and paid up share capital were allotted as fully paid Bonus Shares by way of capitalization of General Reserve during last Five years.

3.2 10,00,000 equity shares of Rs.19.40/- each (including Securities Premium of Rs.9.40/- each) were allotted as fully paid upon conversion of Optionally Convertible Warrants during the last Five Years.

3.3 The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. 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 of their shareholding.

Note:

1. Working Capital Loans from Banks comprise of Cash Credit and Post Shipment Credit and are secured by way of hypothecation of Current Assets including Stocks and Book Debts and collaterally secured by specified Fixed Assets of the Company and Personal Guarantee of Chairman & Managing Director.

2. Short Term Loan of Rs.2,00,00,000 (P.Y. Nil) is secured by Charge on the Movable fixed assets of the Unit-II & Unit-Ill and Current Assets of the company. Payable in 12 Monthly installment starting from Apr-12. Last installment due in Mar-13. Interest Rate 14.00% p.a.

3. Unsecured Short Term Loan from Banks of Rs.Nil (P.Y. 2,00,00,000) repayable in 6 Monthly installment starting from July-11. This loan is backed by Personal Guarantee of Managing Director of the company.

(#) Other Trade payables represents amount payable to various parties for packing material, consumables and Expenses.

- The Company has not received any intimation from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid payable under this Act have not been given.

25.1 Employees Benefits

a) Defined Benefit Plan

gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

29. Contingent liability:

Sr. Nature of Liabilities 2011-12 2010-11 No. In Rs. In Rs.

(a) Estimated amounts of contracts remaining to be executed Nil 16,97,857 on capital account and not provided (net of advances)

(b) Estimated amount of Custom/Excise duty liability in respect 70,99,051 2,17,41,379 of Capital Goods purchased without payment of duty under EPCG Scheme

(c) Estimated amount of duty liability on stock of duty free 40,21,704 18,57,408 materials

(d) Disputed matters in appeals/ contested in respect of 66,12,398 68,74,097 Income Tax

(e) Bank Guarantees 32,50,000 42,51,123

(f) Other Liabilities 1,47,738 Nil

30. The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 " Accounting for the Effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Amendment Rules 2009 in the F.Y. 2008-09 and accordingly Company has added the foreign exchange loss of Rs.1,59,706/- in respect of foreign currency loans to the Fixed Assets during the current Financial Year consequently profit for the year is excess by the equivalent amount. Company had capitalized Exchange Difference Loss of Rs.85,595/- in the previous year in respect of foreign currency loans.

31. In the opinion of the Board of Directors Current Assets and Loans and Advances have a value on realization in the ordinary course of business equal to the amount at which they are stated in the balance sheet.

33. Earning per Equity Share (EPS)

Basic and Diluted EPS are recorded in accordance with Accounting Standard 20 'Earning per Share'. Earning per Share is calculated by dividing the profit attributable to the Equity Shareholders (after adjustment for deferred taxes ) by the weighted average number of Equity Shares outstanding during the period. The numbers used in calculating Basic and Diluted EPS are as stated below.

34. Related Party Disclosure

a) Names of related parties and nature of relationship.

i) Enterprise under significant influence of Key Management personnel

1) Freshcap Investments Pvt. Ltd.

(Formerly known as Capital Packaging Pvt. Ltd.)

2) Agrofoyer Solutions Pvt. Ltd.

3) Freshfal Pvt. Ltd.

ii) Key Management Personnel

Mr.Ashok V. Motiani - Chairman and Managing Director.

Mrs.Nanita A. Motiani - Executive Director

iii) Relatives of Key Management Personnel Mrs. Priyanka Tandon

Mr. Mayank Tandon Ms. Dipti Motiani

The Company has disclosed business segment as primary segment. Segments have been identified and reported taking into account the nature of the products the different risks and returns the organization structure and the internal reporting systems. The main business segments are (i) Fresh Fruits which consist of Fresh Grapes Pomegranates and Mangoes (ii) Processed Fruits and Vegetables consist of Mango Pulp Guava Pulp Pomegranates Concentrate and Tomato Paste & Puree,

b. Information about Secondary Segment

In respect of secondary segment information the Company has identified its geographical segments as (i) India and (ii) Outside India. The secondary segment information has been disclosed accordingly:

 
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