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Notes to Accounts of IM+ Capitals Ltd.

Mar 31, 2015

1. Terms/rights attached to paid up equity shares

The company has only one class of equity shares having a par value of ' 10/-. Each holder of equity shares is entitled to one vote per share.

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.

2. Details of shareholders holding more than 5% shares in the company

The aforesaid disclosure is based upon percentages computed separately for class of shares outstanding, as at the balance sheet date. As per records of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

The disclosure under Section 22 of Mirco, Small and Medium Enterprises Development Act, 2006 is not applicable to company as the Company is neither a trading nor a manufacturing company and accordingly do not have any such suppliers.

(Amount in Rs.)

Particulars As at 31st As at 31st March 2015 March 2014

31.03.2015 31.03.2014

3 Contingent Liabilities & Capital Commitments not provided for :- Nil Nil

4 Expenditure, Earnings and remittance in foreign currency Nil Nil

5. Related party disclosures

Related party disclosures as required by Accounting Standard (AS)-18 of The Institute of Chartered Accountants of India.

A List of related parties and relationships

a Subsidiaries

1 M/s IM Investments & Capital Private Limited

b Key Management Personnel

1 Mr. Mukesh Kumar Chaubey (CFO)

2 Mr. Rahas Bihari Panda (Company Secretary) - Period - 13.02.2015 onwards

c Enterprises over which key management personnel and their relatives exercise significant influence

1 M/s New Modern Buildwell Pvt. Ltd.

2 M/s Rudrabhishek Infrastructure Trust

In respect of loan granted to the wholly owned subsidiary Company namely IM Investments & Capital Pvt. Ltd. prior to 1st April 2014 no interest has been charged. The Company has been legally advised that the wholly owned subsidiary Company is not required to give interest for the financial year 2014-15 for the loan taken prior to 1st April 2014 under section 372 A of the erst while Companies Act 1956 as the provisions of the section 186 of the Companies Act 2013 has not been implemented with retrospective effect. This has been relied upon by the Auditors.

6. Particulars in respect of Loans and Advances in the nature of loans as required by the Listing Agreements:

7. Loans and Advances, Non-Current Investments and all other current and non-current assets are in the opinion of the management do not have a value on realisation in the ordinary course of business less than the amount at which they are stated in Balance sheet.

8. The Company is engaged in the investment Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment

9. The figures of previous period have been regrouped and reclassified wherever necessary to confirm the current period's classification


Mar 31, 2014

1. Share Capital

Rights, preferences and restrictions attached to shares

Equity Shares: The company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held.

2. Other Current Liabilities

The company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education and Protection Fund established by the government. The Company has, in December 2013 transferred dividends to the Investor Education and Protection Fund of Rs. 1,44,923/- for the year ended March 31,2006 which have remained unclaimed / unpaid.

3. Contingent Liabilities & Capital Commitments not provided for :- (Rs. in Lacs) 31.03.2014 31.03.2013

a) Contingent Liabilities

1) Claims against the Company not acknowledged as debts Nil Nil

b) Capital Commitments

1) Estimated amount of contracts remaining to be executed on capital account (Net of Advances) Nil Nil

4. As per Accounting Standard 20 "Earning Per Share'''' issued by Institute of Chartered Accountant of India the Company gives following disclosure for the year.

5. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies

IM Investments & Capital Pvt Ltd (Formerly Known as Brescon Finance Pvt Ltd)

b) Associate companies where present directors or relatives of present director are Directors:

(i) Nusarwar Merchants Pvt Ltd.

(ii) Mermaid Dealers Private Limited.

(iii) Caravan Mercantile Private Limited

c) Associate companies where Ex-directors or relatives of Ex-director are Directors:

(i) Brescon Research Private Limited

(ii) Ind Finance & Securities Trust Private Limited

(iii) Brescon Marketing Services Private Limited

(iv) I Tenable India Ltd

(v) Brescon Corporate Advisors Pvt Ltd

6. The Company is engaged in the investment Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. The figures of previous period have been regrouped and reclassified wherever necessary to confirm the current period''s classification.


Mar 31, 2013

1. Consolidated Financial Results :-

Consolidated financial statements forming part of the accounts with the auditor''s report thereon are attached herewith.

2. Contingent Liabilities & Capital Commitments not provided for :-

(Rs. in Lacs)

31.03.2013 31.03.2012

a) Contingent Liabilities

1) Claims against the Company not acknowledged as debts Nil Nil

b) Capital Commitments

1) Estimated amount of contracrs remaining to be executed Nil Nil on capital account (Net Advance)

3. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director as under :- Salary Rs. 27,00,000/- (till 30.06.2012) Previous Year Rs. 1,08,00,000/-)

Central Government has approved remuneration to the tune of Rs..9.00 Lacs per month vide latter no. A-68187376-CL. VII dated 18th May 2012 hence calculation of Remuneration in accordance with Section 309 (5) of the Companies Act, is not applicable.

4. Expenditure, Earnings, and remittance in foreign currency ( Rs. in Lacs)

1. Expenditure (Travelling) - Rs. Nil (Previous year Rs. Nil)

2. Earnings (Advisory Fees) - Rs. Nil (Previous year Rs. Nil)

5. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary CompaniesBrescon Finance Pvt. Ltd

b) Associate companies where present directors or relatives of present director are Directors: (i) Nusarwar Merchants Pvt Ltd.

(ii) Mermaid Dealers Private Limited. (iii) Caravan Mercantile Private Limited

c) Associate companies where Ex-directors or relatives of Ex-director are Directors: (i) Brescon Research Private Limited

(ii) Ind Finance & Securities Trust Private Limited (iii) Brescon Marketing Services Private Limited (iv) I Tenable India Ltd (v) Brescon Corporate Advisors Pvt Ltd

d) Key Management Personnel

(i) Kamlesh Agarwal - Director

(ii) Vinit Agarwal - Director

(iii) Ankit Choudhary

(iv) Nirmal Gangwal - Ex Managing Director

6. The Company is engaged in the investment Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. SALE OF ADVISORY BUSINESS

During the year Company has entered into binding business transfer agreement and ancillary agreement / deeds on 2nd July 2012 to transfer the Advisory Business Undertaking of the Company comprising all its business in respect of the same including the assets, employees, ongoing clients, suppliers and other partner relationships and including verbal agreements and formal contracts, mandates, causes of actions, claims and all other assets and properties, tangible assets, intangible assets (including Trademarks), not stated herein but related to Advisory Business Undertaking as well as all liabilities relating to the Advisory Business Undertaking as a going concern on slump sale basis, to Brescon Corporate Advisors Pvt. Ltd (which was wholly owned subsidiary Company )as a going concern on slump sale basis.The Above transaction is in accordance with the approval given by the Board of Directors at its meeting dated February 2, 2012 and subsequently approved by the shareholders by Postal ballot on March 22, 2012.

8 CHANGE IN MANAGEMENT AND CONTROL OF THE COMPANY TO THE ACQUIRER AND TO INDUCT THE ACQUIRER AS THE PROMOTERS OF THE COMPANY.

M/s. Nusarwar Merchants Private Limited has become the new promoter of the Company upon acquisition of 11,81854 (33.75%) equity shares through the Share Purchase Agreement dated 29th September, 2012 and 1,99,716 (5.70%) through open offer, Consequently, the management control of the Company has vested in M/s. Nusarwar Merchants Private Limited with effect from 14.02.2013 and existing promoters have ceased to be the promoters of the Company.

9. The figures of previous period have been regrouped and reclassified wherever necessary to confirm the current periods classification.


Mar 31, 2012

1. Shares reserved for issue under options

Refer note 24 for details of shares to be issued under the Employee Stock Option Plan.

(a) The disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 is not applicable to our company as we are neither a trading nor a manufacturing company and accordingly do not have any such suppliers.

(a) The company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education and Protection Fund established by the government. The Company has, in September 2011 transferred dividends to the Investor Education and Protection Fund of Rs 1,05,100/- for the year ended March 31,2004 which have remained unclaimed / unpaid.

(a) The diminution of Rs 132.15 Lacs (Previous Year Rs 285.46 Lacs) in the value of non current long term investments in quoted equity instruments has not been provided as in the view of the management such diminution is temporary in nature and as such there is no requirement of making any provision.

(a) The Company has unadjusted Capital Loss under the Income Tax Act, 1961. However as a matter of prudence and in the absence of virtual certainty of sufficient future taxable Capital Gains, deferred tax asset on the same has not been recognised in accounts.

(a) Liability for gratuity as at the year end is provided on the basis of actuarial valuation and funded with Life Insurance Corporation of India. The Company has taken a Key Man Insurance Policy of the Managing Director with Life Insurance Corporation of India.

2. consolidated Financial Results :-

Consolidated financial statements forming part of the accounts with the auditor's report thereon are attached herewith.

3. contingent Liabilities & capital commitments not provided for :-

(Rs in Lacs) 31.03.2012 31.03.2011

a) contingent Liabilities

1) Claims against the Company not acknowledged as debts Nil Nil

b) capital commitments

1) Estimated amount of contracts remaining to be Nil 239.60 executed on capital account (Net of Advances)

4. The company had introduced stock option scheme for its employees / directors in the year 2006.

The Board vide its resolution dated May 18, 2006 approved ESOP 2006 for granting Employee Stock Options in the form of Equity Shares linked to the completion of a minimum period of continued employment to the eligible employees of the Company monitored and supervised by the Compensation Committee of the Board of Directors in compliance with the provisions of SEBI (Employee Stock Option Scheme And Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) and amendments thereof from time to time. The eligible employees, including directors, for the purpose of ESOP 2006 will be determined by the Compensation Committee from time to time.

The Company has adopted the intrinsic value method as permitted by the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payment issued by the Institute of Chartered Accountants of India" in respect of stock options granted. The value of the underlying Shares has been determined by an independent valuer. The fair values of the option have been calculated using the Black- Scholes Option pricing formula.

5. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director, as under :- Salary Rs 1,08,00,000/- (Previous Year Rs 1,08,00,000/-)

Central Government has approved remuneration to the tune of Rs .9.00 Lacs per month vide latter no.A-68187376-CL.VII dated 18th May 2010 hence calculation of Remuneration in accordance with Section 309(5) of the Companies Act,1956 is not applicable.

6. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies :

Brescon Finance Private Limited (formerly known as Cognizant Finance Pvt. Ltd.)

Brescon Corporate Advisors (P) Limited (formerly known as Brescon Fund Advisors Pvt. Ltd.)

b) Associate companies where managing directors or relatives of managing director are Director

(i) Brescon Research Private Limited

(ii) Ind Finance & securities Trust Private Limited

(iii) Brescon Marketing Service Private Limited

(iv) I Tenable India Limited

c) Key Management Personnel

(i) Nirmal Gangwal - Managing Director

7. The Company is engaged in the intermediation and advisory services of Debt Resolution & Recapitalisation, Debt Syndication and Other Corporate Financial Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

8. Till the year ended 31 March 2011, the company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended 31 March, 2012 the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the company. the company has reclassified previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.


Mar 31, 2011

1. Consolidated Financial Results :-

Consolidated financial statements forming part of the accounts with the auditor's report thereon are attached herewith.

2. Contingent Liabilities not provided for :-

(Rs. in Lacs)

31.03.2011 31.03.2010

1) Estimated amount of contracts remaining to be executed 239.60 Nil on capital account (Net of Advances)

2) Uncalled liabilities of partly paid-up convertible warrants

a) 4.77 Lacs fully convertible warrants of Multi-Flex Lami Print Ltd. Nil 240.34 of payable @ Rs.50.35 each

3. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director, as under :- Salary Rs.1,08,00,000/- (For 12 Months) (Previous Year Rs. 81,00,000/- for 9 Months.)

4. Expenditure, Earnings, and remittance in foreign currency (Rs. in Lacs)

1. Expenditure (Travelling) - Rs.0.46 (Previous year Rs. 1.10 )

2. Earnings (Advisory Fees) - Rs.Nil (Previous year Rs. 12.13 )

5. The disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 is not applicable to our company as we are neither a trading nor a manufacturing company and accordingly do not have any such suppliers.

6. The Company is engaged in the intermediation and advisory services of Debt Resolution & Recapitalisation, Debt Syndication and Other Corporate Financial Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies

Cognizant Finance Pvt. Ltd.

b) Associate companies where managing directors or relatives of managing director are Directors.

(i) Brescon Research Pvt. Ltd.

(ii) Ind Finance & securities Trust Pvt. Ltd.

(iii) Brescon Marketing Service Pvt. Ltd.

(iv) Deep Investrade (Bombay) Pvt. Ltd.

(v) I Tenable India Ltd.

c) Key Management Personnel

(i) Nirmal Gangwal - Managing Director

8. Diminution in Value of Long Term Investment

The diminution of Rs 285.46 Lacs (Previous Year Rs 38.49 Lacs) in the value of long term investments in quoted equity shares and diversified Mutual Fund Schemes has not been provided as in the view of the management such diminution is temporary in nature and as such there is no requirement of making any provision.

9. During the financial year 2006-07 the Company had subscribed fully convertible 4,77,334 Warrants of Multi Flex Lami Print Ltd @ Rs. 53 per warrants. By making a payment of 5% i.e. Rs 2.65 per Warrant. The Company was entitled to apply for and be allotted 4,77,334 equity shares at a price of Rs 53/- per share on payment of the balance amount. The last date for such payment was 07.09.2010. Due to subdued and delay in IPO by the Multi Flex Lami Print Ltd , the Company has decided not to exercise its option by not paying the balance amount due against the Warrants. In terms of the provisions of Chapter XIII of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, Multi Flex Lami Print Ltd forfeited the said Warrants. The loss amounting to Rs.12,64,936/- due to forfeiture of Warrants has been shown under the head loss on sale of investment.

10. The figures of the previous year have been regrouped and recast wherever necessary to confirm to the groupings of the current year.


Mar 31, 2010

1. Consolidated Financial Results :-

Consolidated financials statements forming part of the accounts with the auditors report thereon are attached herewith.

2. Contingent Liabilities not provided for:- (Rs.in Lacs)

31.03.2010 31.03.2009

1) Estimated amount of contracts remaining to be executed on capital account Nil Nil

2) Uncalled liabilities of partly paid-up convertible warrants

a) 4.77 Lacs fully convertible warrants of Multi-Flex Lami Print Ltd. 240.34 240.34 of payable @ Rs.50.35 each

3. Managerial Remuneration :-

Salary and other benefits include remuneration paid to Managing Director, as under :- Salary Rs.81,00,000 /- (For 9 Months) (Previous Year Rs. 12,00,000/- for 4 Months.)

4. Expenditure, Earnings, and remittance in foreign currency (Rs. in Lacs)

1. Expenditure (Travelling) - Rs. 1.10 (Previous year Rs. 5.35 )

2. Earnings (Advisory Fees) - Rs.12.13 (Previous year Rs. Nil)

5. The disclosure under Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 is not applicable to our company as we are not a trading company and accordingly do not have any such suppliers.

6. The Company is engaged in the intermediation and advisory services of Debt Resolution & Recapitalisation, Debt Syndication and Other Corporate Financial Services. These in context of Accounting Standard 17 (AS 17) on Segment Reporting issued by Institute of Chartered Accountants of India are considered to constitute one single primary segment.

7. Disclosure requirements as per Accounting Standard 18 (AS-18) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India

I. List of Related Parties :

a) Parties Where Control Exists:

(i) Subsidiary Companies Cognizant Finance Pvt. Ltd.

b) Associate companies where Relatives of the Managing Director / Chief Executive Officer are Directors.

(i) Brescon Research Pvt. Ltd. (ii) Ind Finance & securities Trust Pvt. Ltd. (iii) Brescon Marketing Service Pvt. Ltd. (iv) Deep Investrade ( Bombay ) Pvt. Ltd.

c) Key Management Personnel

(i) Nirmal Gangwal - Managing Director / Chief Executive Officer

(ii) N.D. Prabhu - Chairman

(iii) C.L. Jain - Director

(iv) Premchand Godha - Director

(v) B.Vasanthan - Director

d) Relative of Key Manager Personnel

(i) Pooja Gangwal - Head - HR

8. Diminution in Value of Long Term Investment

The diminution of Rs 38.49 lacs (Previous Year Rs 493.98 lacs) in the value of long term investments in quoted equity shares and diversified Mutual Fund Schemes has not been provided as in the view of the management such diminu- tion is temporary in nature and as such there is no requirement of making any provision.

9. The figures of the previous year have been regrouped and recast wherever necessary to confirm to the groupings of the current year.

 
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