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Notes to Accounts of James Warren Tea Ltd.

Mar 31, 2015

1) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on Cash Flow Statement

2) Previous year figures have been regrouped and rearranged, wherever considered necessary The accompanying notes are an integral part of the financial statements

SHARE CAPITAL

c) Rights, preferences and restrictions attached to shares

The Company has only one class of shares being Equity Shares having a par value of Rs. 10/- each. Each holder of the Equity Share is entitled to one vote per share. 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. 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.

d) The Company does not have any Holding or Ultimate Holding Company.

e) No Equity Shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date.

g) No securities convertible into Equity/ Preference shares have been issued by the Company during the year.

h) No calls are unpaid by any Director or Officer of the Company during the year.

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

a.) Contingent Liabilities not provided for in respect of

i. Claim not acknowledged as debts 6.00 6.00

ii. Sales Tax Demand in dispute (Under Appeal) 60.06 60.06

b) Commitments 51.19 36.71

Estimated amount of contracts remaining to be executed on Capital Account and not provided for [net of advance Rs 77.69 (Rs 141.35)]

Note:

In respect of the above contingent liabilities, future cash flows are determinable only on receipt of judgments pending at various forums/ authorities, which in the opinion of the Company is not tenable.

3. Pursuant to an agreement dated 8th October, 2002, Tippuk Tea Estate located in Doom Dooma (Assam) was acquired by Warren Tea Limited with effect from 1st October, 2002. The above tea estate has been transferred to the Company under the Scheme of arrangement between the company and Warren Tea Limited. The conclusion of the deed of conveyance for agreement dated 8thOctober, 2002 is in process.

4. Under the Assam Fixation of Ceiling of Land Holding Act, 1956, undeveloped lands, approximately 1600 (P.Y-1600) hectares of the Company have been vested in the State Government. Necessary adjustments in respect of land compensation will be made in the accounts on settlement of the same.

5. Information in accordance with the requirement of the Accounting Standard -17 on 'Segment Reporting'

a. The Company is mainly engaged in the cultivation, manufacturing and selling of Tea. Accordingly the Company is a single business segment Company.

6. Details of Employee Benefits as required by Accounting Standard -15, "Employee Benefits" are as follows-

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retiral Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note no. 1 the following Table sets forth the particulars in respect of Defined Benefit

Plans of the Company for the year ended 31st March, 2015 arising out of actuarial valuations:

C) Other Disclosure : I. Funded Plans

D) The company expects to contribute Rs. 100.00 (100.00) to its Gratuity fund and Superannuation fund in 2015-16.

E) Plan Assets are being managed by Warren Tea Limited. Due to non-availability of complete information from the said company post demerger with the company, with respect to the Plan Assets, the same has been considered based on the rate of return assumed by the Actuary and other information as available with the company.

Post Employment Contribution Plan

During the year an aggregate amount of Rs. 525.15 (Previous Year - Rs. 486.96 ) has been recognised as expenditure towards Provident Fund, defined contribution plan of the Company.

7. Operating Lease Commitments

The Company's leasing agreements (as lessee) in respect of lease for office accommodation & guest house, which are on periodic renewal basis. Expenditure incurred on account of rent during the year and recognized in the Statement of Profit & Loss amounts to Rs. 109.86 lakhs (P.Y - Rs. 76.86 lakhs)

8. Foreign Currency Exposure- Hedged

The company uses forward contracts to hedge its risk relating to foreign currency exposures. At the year ended 31st March, 2015, the outstanding forward contracts for firm commitments of future sales are Rs. 184.25 lakhs (P.Y- Nil).

9. Certain balances of Trade Receivable, Loans & Advances and Trade Payable are subject to confirmation and reconciliations, if any.

10. As per the requirements of Accounting Standard -28 on "Impairment of Assets", the Company has assessed the carrying amount of the assets vis-a-vis their recoverable values and no impairment is envisaged at the balance sheet date.

11. Miscellaneous Expenditure under Note No.26 includes revenue expenditure on research and development Rs. 14.61 lakhs (P.Y- Rs. 11.63 lakhs) incurred towards subscription to Tea Research Association.

12. The company has charged depreciation based on revised remaining useful life of the assets as per the requirement of Schedule II of the Companies Act, 2013 effective from 1st April, 2014. Due to this, depreciation charge for the year ended 31st March, 2015 is lower by Rs. 60.98 lakhs. Further, based on transitional provisions provided in note no. 7(b) of Schedule II of the Companies Act,2013 read with notification no. 456 dated 29th August 2014, an amount of Rs. 430.88 Lakhs and deferred tax thereon of Rs. 134.54 lakhs has been charged/ reversed respectively in the statement of profit & loss.

13. A CSR committee has been formed by the company as per provisions of Section 135 of the Companies Act, 2013. The areas of CSR activities areas are as prescribed under Schedule VII of the Companies Act, 2013.

Gross amount required to be spent by the company during the year was Rs. 29.86 lacs.

14. Previous year's figures have been regrouped/reclassified wherever necessary to confirm with the current year's classification / disclosure..


Mar 31, 2014

1. a) Rights, preferences and restrictions attached to shares

The Company has only one class of shares being Equity Shares having a par value of Rs 10/- each. Each holder of the Equity Share is entitled to one vote per share. 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. 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) The Company does not have any Holding or Ultimate Holding Company.

c) No Equity Shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date.

d) Aggregate no. of shares issued for consideration other than cash during the period of five years immediately preceeding the reporting date

e) No securities convertible into Equity/ Preference shares have been issued by the Company during the year.

f) No calls are unpaid by any Director or Officer of the Company during the year.

2. Contingent Liabilities & Commitments

( Rs in lakhs) As at 31st March As at 31st March Particulars 2014 2013

a) Contingent Liabilities not provided for in respect of

i. Claim not acknowledged as debts 6.00 -

ii. Sales Tax Demand in dispute (Under Appeal) 60.06 -

b) Commitments

Estimated amount of contracts remaining to be executed on Capital 36.71 - Account and not provided for [net of advance Rs 141.35 (Previous Year nil )]

Note :

In respect of the above contingent liabilities, future cash flows are determinable only on receipt of judgments pending at various forums/ authorities, which in the opinion of the Company is not tenable.

3. Scheme of Arrangement

a) Pursuant to the Scheme of Arrangement (the Scheme) between James Warren Tea Limited (formerly James Warren Tea Private Limited) (hereinafter referred as Company) and Warren Tea Limited (hereinafter referred as WTL) as approved/consented by the Shareholders of the respective companies at a meeting held on 20th June 2013 and 13th September 2013 respectively and subsequently sanctioned by the Hon''ble High Court at Guwahati on 16th December 2013, the Demerged Undertaking of WTL (hereinafter referred to as James Warren Tea Division) comprising of Balijan (H), Deamoolie, Dhoedhaam, Rajah Ali, Thowra, Tippuk and Zaloni tea estates have been transferred to and vested in the Company retrospectively with effect from April 01, 2011 (the appointed date).

b) The certified copy of the Order of Hon''ble High Court at Guwahati was filed with the Registrar of the Companies, Shillong on 9th January 2014. The financial statements of the Company for the year have been prepared by giving the effect of the Scheme.

c) The operations of James Warren Tea Division mainly include growing and manufacturing of tea.

d) The Salient Features of the Scheme are as under :

i. From the appointed date all the assets and liabilities of James Warren Tea Division have been incorporated in the books of the Company at their respective books values, as segregated by the management of WTL, on the basis of the audited accounts of WTL as on the appointed date.

ii. In terms of scheme, the company has issued 99.58% of its post scheme share capital base to the shareholders of WTL. Each shareholder of WTL has received has received 1 (one) equity shares of Rs 10 (Ten) each fully paid up against 1(One) equity share of Rs. 10 (ten) each fully paid up held in WTL.

iii. 1,19,50,804 equity shares of Rs. 10 (Ten) each fully paid has been allotted on 14th February, 2014 in terms of point no. II above which rank pari passu with the existing shareholders of the Company as per the Scheme.

iv. In terms of the Scheme, the difference between the amount of equity share capital issued under the scheme and value of net assets acquired of James Warren Tea Division after carrying out necessary amendments and /or adjustments, an amount of Rs. 2,000 lakhs and Rs. 3,821.70 lakhs has been adjusted as Surplus and General Reserve respectively in the books of the Company as on 1st April, 2013 being amalgamation in the nature of merger as per the pooling of interest method.

v. The income accruing and expenses incurred by James Warren Tea Division from the appointed date till 31st March 2014 have been properly dealt in these accounts. According to the Scheme, with effect from the appointed date, WTL has carried out all its business activities in relation to James Warren Tea Division in trust till the Scheme becomes effective.

e) Pending completion of the relevant formalities of transfer in/out of certain assets and liabilities of Tea Division, such assets and liabilities remain to be transferred in the name of the Company. Further the charges created in favour of secured lenders are in the process of modification for the assets transferred. Provision for statutory liabilities on the transfer of immoveable properties shall be made on completion of transfer formalities.

f) Pursuant to an agreement dated 8th October, 2002, Tippuk Tea Estate located in DoomDooma (Assam) was acquired by WTL with effect from 1st October 2002. The above tea estate has been transferred to the Company under the Scheme of arrangement. The conclusion of the deed of conveyance for agreement dated 8th October, 2002 is in process.

4. In view of approval from Registrar of Companies, Shillong, the name of the Company has been changed to James Warren Tea Limited w.e.f. 19th June 2013.

5. Under the Assam Fixation of Ceiling of Land Holding Act, 1956, undeveloped lands, approximately 1600 (P.Y-nil) hectares of the Company have been vested in the State Government. Necessary adjustments in respect of land compensation will be made in the accounts on settlement of the same.

6. Information in accordance with the requirement of the Accounting Standard -17 on ''Segment Reporting''

a. The Company is mainly engaged in the cultivation, manufacturing and selling of Tea. Accordingly the Company is a single business segment Company.

7. Operating Lease Commitments

The Company''s leasing agreements (as lessee) in respect of lease for office accommodation & guest house, which are on yearly renewal basis. Expenditure incurred on account of rent during the year and recognized in the Statement of Profit & Loss amounts to Rs. 76.86 lakhs (P.Y -nil)

Note : All the above transactions were done at arm/s length. Figures in bracket indicate for previous year.

8. Details of Employee Benefits as required by Accounting Standard -15, "Employee Benefits" are as follows :

The Company operates defined Benefit Schemes like Gratuity, Superannuation, Pension and Additional Retiral Benefit Plans based on current salaries in accordance with the Rules of the Funds/Plans.

In terms of Accounting Policies enumerated in Note no. 1 the following Table sets forth the particulars in respect of Defined Benefit Plans of the Company for the year ended 31st March, 2014 arising out of actuarial valuations:

A) The company expects to contribute Rs. 100.00 to its Gratuity fund and Superannuation fund in 2014-15.

B) In the absence of any employee''s benefit in previous years, figures are not provided for previous year.

Post Employment Contribution Plan

During the year an aggregate amount of Rs. 486.96 (Previous Year - Rs. nil) has been recognised as expenditure towards Provident Fund, defined contribution plan of the Company.

9. Certain balances of Trade Receivable, Loans & Advances and Trade Payable are subject to confirmation and reconciliations, if any.

10. As per the requirements of Accounting Standard -28 on "Impairment of Assets", the Company has assessed the carrying amount of the assets vis-a-vis their recoverable values and no impairment is envisaged at the balance sheet date.

11. Miscellaneous Expenditure under Note No. 25 includes revenue expenditure on research and development Rs. 11.63 lakhs (P.Y- nil) incurred towards subscription to Tea Research Association.

12. Consequent to the effect of the Scheme of Arrangement, the current year''s figures are not comparable with the previous year''s figures. Previous year''s figures have been regrouped/reclassified wherever necessary to conform with the current year''s classification / disclosure.

 
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