Mar 31, 2015
1. SHARE CAPITAL
a) Terms/rights attached to equity shares
The Company has only one class of equity share having a par value of
Re. 1 per share. Each shareholder of equity shares is entitled to one
vote per share. The Company declares and pays dividend proposed by the
Board of Directors is subject to the approval of the shareholders in
the ensuing Annual General Meeting.
In the event of liquidation 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.
b) Terms of redemption of CNCRPS
The Company has one class of CNCRPS carrying cumulative dividend of 7%
per annum. The dividend proposed by the Board of Directors is subject
to the approval of the shareholders at the ensuing Annual General
Meeting. Each holder of CNCRPS is entitled to one vote per share only
on resolutions placed before the Company which directly affect the
rights attached to CNCRPS.
The CNCRPS are redeemable in one or more tranches at any time at the
option of shareholders. However, the preference shareholders shall
subject to notice of 90 days be entitled to put part or whole of the
shares for redemption and in the event of exercise of put option,
extended to September 30, 2016, by the shareholders, no dividend shall
be payable.
c) Number of equity shares held by holding company
2,50,41,000 (2,50,41,000) equity shares being 69.27% (69.27%) of total
equity shares of the Company are held by Deora Associates Pvt. Ltd.,
the holding company.
2. In accordance with the Accounting Standard 15 (Revised) (AS15) on
"Employee Benefits" issued by the Institute of Chartered Accountants of
India, the Company has recognized its liability towards defined benefit
plans being gratuity liability of Rs. 84,644 (Rs. 37,712).
(a) The fair value of plan assets is Nil since employee benefit plans
are wholly unfunded as on March 31, 2015.
(b) Discount rate: The rate used to discount post employment benefit
obligations (both funded and unfunded) should be determined by
reference to market yields at the balance sheet date on government
bonds.
(c) Rate of return on plan assets: The liability is not funded and rate
of return on plan assets is not relevant to this Report.
(d) Salary increase: Salary increase should take into account
inflation, seniority, promotion and other relevant factors such as
supply and demand in the employment market.
(e) The employees are assumed to retire at the age of 58 years.
3. BSE has accorded an In-Principle Approval for listing of equity
shares of the Company and the Company is completing the requirements
and formalities in respect thereof.
4. The Company and certain other overseas professional organisations
engaged in near like services are promoting a non- practicing,
International umbrella entity asa Private Company Limited by Guarantee,
in England and Wales to, (i) promote professional services of the
members, (ii) promote cross referrals of international work, and (iii)
creating a frame work for progressing joint pitching opportunities. The
Company has nominated its Director to be a direct or on the Board of
Directors of the proposed company. The Company's guarantee will be UK
Pound 1.
5. The Company had initiated arbitration proceedings against its
clients in accordance with the rules and regulations of the National
Stock Exchange of India Limited in respect of trades conducted by the
Company for such client sat trading counter of the aforesaid stock
exchange. The learned Arbitrators issued awards short of the claimed
amounts by Rs. 22.10 lacs (Rs. 22.10 lacs) (excluding interest
demanded by the Company). The Company's appeals are pending before the
Courts.
6. As per Accounting Standard-21 on "Consolidated Financial Statement"
and Accounting Standard-23 on "Accounting for Investments in Associates
in Consolidated Financial Statements" issued by the Chartered
Accountants of India, the Company has presented consolidated financial
statements separately.
7. The Company's equity shares were listed on Delhi Stock Exchange Ltd.
and Jaipur Stock Exchange Ltd. The Securities Exchange Board of India
(SEBI) had withdrawn recognition of Delhi Stock Exchange Ltd. on
November 19,2014 and allowed Jaipur Stock Exchange Ltd. to Exit as a
Stock Exchange on M arch 23, 2015, in terms of Clause 8 of the Exit
Circular, 2012, and the equity shares of the Company are not listed on
these stock exchanges. The Company is informed that 2 (two) stock
exchanges whereat the equity shares of the Company are listed, i.e.,
Madras Stock Exchange Ltd. and Ahmadabad Stock Exchange Ltd., have
applied to SEBI to Exit under the aforesaid Exit scheme and the equity
shares of the Company would no longer be listed on those exchanges
after the Exit is allowed to the said exchanges.
8. The Company deals only in one segment, Consulting and Advisory
Services, hence, no separate information for segment- wise disclosure
is required under Accounting Standard - 17 "Segment Reporting", issued
by the Institute of Chartered Accountants of India.
9. Related Party Disclosures:
Pursuant to Accounting Standard (AS-18)"Related Party Disclosures"
issued by Institute of Chartered Accountants of
India following parties are to be treated as related parties:
a) Name of related parties and description of relationship
Holding company Subsidiary companies
Deora Associates Pvt. Ltd. RAAS e Solutions Pvt. Ltd.
Green Infra Profiles Pvt.Ltd.
Associate companies
KW Publishers Pvt. Ltd.
Sun Links Ltd.
Greenway Advisors Pvt. Ltd.
Key management personnel
Brijinder Bhushan Deora Chairman & Director
Rajiv Jaiswal Managing Director
Sajeve Deora Director
Suresh Chander Kapur Director
Sandeep Chandra Director
Arun Deora Director
Ambarish Chatterjee# Director
Alka Jain* Director
Pulkit Deora** Relative of key management
personnel
Ravi Mathur*** Chief Financial Officer
Shivani Arora Company Secretary
# Resigned on March 17,2015 ** Appointed on November 8,2014
* Appointed on March 17, 2015 *** Appointed on July 9, 2014
Note: The above parties have been identified by the management.
10. Pursuant to applicable provisions of the Companies Act, 2013,
effective April 1, 2014, the Company has revised the rate of
depreciation on fixed assets in accordance with the useful life of the
assets specified in Part 'C' of Schedule II of the said Act.
Accordingly, the charge of depreciation for the year ended March 31,
2015 is higher by Rs. 2,81,564 (Nil).
11. In the opinion of the Board,the assets, other than fixed assets and
non current investments, do have a value on realisation in the ordinary
course of business atleast equal to the amount at which they are
stated.
12. Figures and words in brackets pertain to previous year unless
otherwise specified.
13. Figures have been rounded off to the nearest Rupee.
14. Figures of the previous year have been regrouped/recast, wherever
necessary, to confirm to current years presentation.
Mar 31, 2014
1. SHARE CAPITAL
a) Terms/rights attached to equity shares
The Company has only one class of equity share having a par value of
Re. 1 per share. Each shareholder of equity shares is entitled to one
vote per share. The Company declares and pays dividend proposed by the
Board of Directors is subject to the approval of the shareholders in
the ensuing Annual General Meeting.
In the event of liquidation 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.
b) Terms of redemption of CNCRPS
The Company has one class of CNCRPS carrying cumulative dividend of 7%
per annum. The dividend proposed by the Board of Directors is subject
to the approval of the shareholders at the ensuing Annual General
Meeting. Each holder of CNCRPS is entitled to one vote per share only
on resolutions placed before the Company which directly affect the
rights attached to CNCRPS.
The CNCRPS are redeemable in one or more tranches at the option of the
Company within a period of 7 years from the date of allotment. However,
the preference shareholder shall subject to notice of 90 days be
entitled to put part or whole of the shares for redemption during the
lock-in-period of 2 years from the date of issue of said shares and in
the event of exercise of put option by the shareholders, no dividend
shall be payable.
c) Number of equity shares held by holding company
2,50,41,000 (2,50,41,000) equity shares being 69.27% (69.27%) of total
equity shares of the Company are held by Deora Associates Pvt. Ltd.,
the holding company.
2. In accordance with the Accounting Standard 15 (Revised) (AS-15) on
"Employee Benefits" issued by the Institute of Chartered Accountants of
India, the Company has recognized its liability towards defined benefit
plans being gratuity liability of Rs. 37,712 (Rs. 81,513).
(a) Discount rate: The rate used to discount post-employment benefit
obligations (both funded and unfunded) should be determined by
reference to market yields at the balance sheet date on government
bonds.
(b) Rate of return on plan assets: The liability is not funded and rate
of return on plan assets is not relevant to this Report.
(c) Salary increase: Salary increase should take into account
inflation, seniority, promotion and other relevant factors such as
supply and demand in the employment market.
(d) The employees are assumed to retire at the age of 58 years.
3. The Company had initiated arbitration proceedings against its
clients in accordance with the rules and regulations of the National
Stock Exchange of India Limited in respect of trades conducted by the
Company for such clients at trading counter of the aforesaid stock
exchange. The learned Arbitrators issued awards short of the claimed
amounts by Rs. 22.10 lacs (Rs.22.10 lacs) (excluding interest demanded
by the Company). The Company's appeals are pending before the Courts.
4. As per Accounting Standard -21 on "Consolidated Financial Statement"
and Accounting Standard -23 on "Accounting for Investments in
Associates in Consolidated Financial Statements" issued by the
Chartered Accountants of India, the Company has presented consolidated
financial statements separately.
5. The Company deals only in one segment, Consulting and Advisory
Services, hence, no separate information for segment- wise disclosure
is required under Accounting Standard - 17 "Segment Reporting", issued
by the Institute of Chartered Accountants of India.
6. Additional information pursuant to provisions of Para 5 (viii) of
Part II of Schedule VI of the Companies Act, 1956:
7. Related Party Disclosures:
Pursuant to Accounting Standard (AS-18) - "Related Party Disclosures"
issued by Institute of Chartered Accountants of India following parties
are to be treated as related parties:
a) Name of related parties and description of relationship
Holding company Subsidiary companies
Deora Associates Pvt. Ltd. RAAS e Solutions Pvt. Ltd.
Green Infra Profiles Pvt. Ltd.
Associate companies
KW Publishers Pvt. Ltd.
Sun Links Ltd.
Greenway Advisors Pvt. Ltd.
Key management personnel
B. B. Deora Chairman & Director
Rajiv Jaiswal Managing Director
Sajeve Deora Director
Suresh Chander Kapur Director
Sandeep Chandra Director
Arun Deora Director
Ambarish Chatterjee Director
Note: The above parties have been identified by the management.
8. In the opinion of the Board, the assets, other than fixed assets and
non-current investments, do have a value on realisation in the ordinary
course of business at least equal to the amount at which they are
stated.
9. Figures and words in brackets pertain to previous year unless
otherwise specified.
10. Figures have been rounded off to the nearest Rupee.
11. Figures of the previous year have been regrouped/recast, wherever
necessary, to confirm to current years presentation.
Mar 31, 2013
1. SHARE CAPITAL
a) Terms/rights attached to equity share
The Company has only one class of equity share having a par value of
Re. 1 per share. Each shareholder of equity shares is entitled to one
vote per share. The Company declares and pays dividend proposed by the
Board of Directors is subject to the approval of the shareholders in
the ensuing Annual General Meeting.
In the event of liquidation 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.
b) Terms of redemption of CNCRPS
The Company has one class of CNCRPS carrying cumulative dividend of 7%
per annum. The dividend proposed by the Board of Directors is subject
to the approval of the shareholders at the ensuing Annual General
Meeting. Each holder of CNCRPS is entitled to one vote per share only
on resolutions placed before the Company which directly affect the
rights attached to CNCRPS.
The CNCRPS are redeemable in one or more tranches at the option of the
Company within a period of 7 years from the date of allotment. However,
the preference shareholder shall subject to notice of 90 days be
entitled to put part or whole of the shares for redemption during the
lock-in-period of 2 years from the date of issue of said shares and in
the event of exercise of put option by the shareholders, no dividend
shall be payable.
c) Number of equity shares held by holding company
2,50,41,000 (2,50,41,000) equity shares being 69.27% (69.27%) of total
equity shares of the Company are held by Deora Associates Pvt. Ltd.,
the holding company.
2. Disclosure in respect of Loans and Advances in the nature of loans
pursuant to clause 32 of the Listing Agreement:
a) I) Loan of Rs. 68,50,000 (Rs. 68,50,000) is recoverable from
subsidiary company, Green Infra Profiles Pvt. Ltd. The maximum amount
outstanding during the year was Rs. 68,50,000 (Rs. 1,44,20,508).
ii) Loan of Rs. 1,02,25,000 (Rs. 1,02,25,000) is recoverable from an
associate company, Greenway Advisors Pvt. Ltd. The maximum amount
outstanding during the year was Rs. 1,02,25,000 (Rs. 1,04,50,000).
iii) Advance of Rs. 15,567 (Rs. 15,468) is recoverable from an
associate company, Sunlinks Limited. The maximum amount outstanding
during the year was Rs. 17,181 (Rs. 15,468).
b) No loans have been given (other than loans to employees), wherein
there is no repayment schedule or repayment is beyond seven years; and
c) No investment has been made by the loanee in the shares of parent
company.
3. The Company had initiated arbitration proceedings against its
clients in accordance with the rules and regulations of the National
Stock Exchange of India Limited in respect of trades conducted by the
Company for such clients at trading counter of the aforesaid stock
exchange. The learned Arbitrators issued awards short of the claimed
amounts by Rs. 22.10 lacs (Rs.22.10 lacs) (excluding interest demanded
by the Company). The Company's appeals are pending before the Courts.
4. As per Accounting Standard -21 on "Consolidated Financial Statement"
and Accounting Standard -23 on "Accounting for Investments in
Associates in Consolidated Financial Statements" issued by the
Institute of Chartered Accountants of India, the Company has presented
consolidated financial statements separately.
4. The Company deals only in one segment, Consulting and Advisory
Services, hence, no separate information for segment- wise disclosure
is required under Accounting Standard - 17 "Segment Reporting", issued
by the Institute of Chartered Accountants of India.
5. Related Party Disclosures:
Pursuant to Accounting Standard (AS18) - "Related Party Disclosure"
issued by Institute of Chartered Accountants of India following parties
are to be treated as related parties:
a) Name of related parties and description of relationship
Holding company Subsidiary companies
Deora Associates Pvt. Ltd. RAAS e Solutions Pvt. Ltd.
Green Infra Profiles Pvt. Ltd.
Associate companies
KW Publishers Pvt. Ltd.
Sun Links Ltd.
Greenway Advisors Pvt. Ltd.
Key management personnel
B. B. Deora Chairman & Director
Sajeve Deora Director
Arun Deora Director
Ambarish Chatterjee Director
Suresh Chander Kapur Director
Sandeep Chandra Director
Rajiv Jaiswal* Managing Director
Harinder Kumar Chadha# Director
* Appointed on April 13,2012
# Held office upto April 12, 2012
Note: The above parties have been identified by the management
6. A notice under section 148 of Income tax Act, 1961, dated March 26,
2013, was received on April 1, 2013 from Income tax Department, New
Delhi, for re-assessment of the income of the Company for the
assessment year 2006-07.The said notice does not state any reason for
which the assessment has been reopened.
7. In the opinion of the Board, the assets, other than fixed assets and
non-current investments, do have a value on realisation in the ordinary
course of business at least equal to the amount at which they are
stated.
8. Figures and words in brackets pertain to previous year unless
otherwise specified.
9. Figures have been rounded off to the nearest Rupee.
10. Figures of the previous year have been regrouped/recast, wherever
necessary, to confirm to current years presentation.