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Notes to Accounts of Kamdhenu Ltd.

Mar 31, 2015

1. Terms/rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs.10/- Per Share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends 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.

During the year ended 31st March 2015, the amount of per share dividend recognised as distribution to equity shareholders is Re. 0.70 per equity share of Rs. 10 each (Previous year Rs. Nil per share).

The repayment of Equity share capital in the event of Liquidation and buy back of Shares are possible subject to prevalent regulations. In the event of Liquidation, normally the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amount, in proportion of shareholding.

The Company has not allotted any fully paid up shares pursuant to contract(s) without payment being received in cash. The Company has neither allotted any fully paid up shares by way of bonus shares nor has bought back any class of shares during the period of five years immediately preceding the balance sheet date.

2. Nature of Security of Term Loan from Bank and Financial institution:

# Term Loans from State Bank of Bikaner & Jaipur are secured by way of :

(a) Pari passu charge by way of hypothecation of stocks, book debts & Other current assets of the company, present & future.

(b) Pari passu charge over the movable and immovable assets including equitable mortgage of land & building at Plot No. A- 1112 & A-1114,RIA. Bhiwadi, Rajasthan & Plot no. E-538-539A RIA, Chopanki,Rajasthan & Personal guarantee of whole time directors.

* Vehicle loans from Banks are secured by hypothecation of respective vehicles.

## Term Loans from RIICO are secured by way of First pari passu charge over the movable and immovable assets including equitable mortgage of land & building at Plot No. A-1112 & A-1114,RIA. Bhiwadi, Rajasthan and Personal guarantee of whole time directors.

#Working Capital Loan from Banks are secured by way of:

(a) Pari passu charge by way of hypothecation of stocks, book debts & Other current assets of the company, present & future.

(b) Pari passu charge over the movable and immovable assets including equitable mortgage of land & building at Plot No.A-1112 & A-1114,RIA. Bhiwadi, Rajasthan & Plot no. E-538-539A RIA, Chopanki,Rajasthan & Personal guarantee of whole time directors.

3. Contingent Liabilities and Commitments (to the extent not provided for) (Amount in Rs.)

a. Contingent Liabilities

Particulars Year ended Year ended 31st March, 2015 31st March, 2015

(A) Claims against the company not acknowledged as debt

- Central Excise & Service Tax 166,233,152 46,618,128

- Income Tax 1,827,000 8,921,000

- Sales Tax & Central Sales Tax 27,598,891 36,192,544

(B) Guarantees issued by Bank 4,300,000 4,520,000

199,959,04 96,251,672

b. Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advance) 3,128,134 1,989,593

3,128,134 1,989,593

TOTAL (a b) 203,087,177 98,241,265

4. Some of the balances of Trade Receivables, Trade Payables, advances and Security deposits as on 31.03.2015 are subject to confirmation. The company had initiated legal cases on some debtors for its recovery and the same have been included to the extent of Rs.1,07,87,259/- in outstanding for more than six months and Rs.2,15,09,264/- in other non current assets. The management of the company is hopeful of favourable decision on such legal cases, hence no provision for bad and doubtful debts have been considered. Other payables under other long term liabilities includes Rs.2,39,33,701/- of trade payables under litigation.

5. In the opinion of the management, current & non current assets, loans & advances have a value on realisation in the ordinary course of business at least equal to the amount at which thay are stated in the Balance Sheet.

6. Effective from 01.04.2014, the company has revised estimated useful life of its fixed assets as per the Schedule II of the Companies Act 2013. Based on current estimates, after retaining the residual value, the carrying amount of the fixed assets of Rs.53,46,251 (net of deffered tax assets of Rs.28,29,445) on account of fixed assets whose useful life has already exhausted as on 1st April, 2014 have been adjusted to General Reserves. Had there not been any change in the useful of life of the fixed assets, net depreciation for the year ended 31.03.2015 would have been lower by Rs. 55,32,096.

7. The gross amount required to be spent by the company on CSR during the year worked out to be Rs.10,41,236 which is yet to be spent.

8. Disclosure of related parties and transaction with them:

Description of Relationship

Nature of Relationship Name of Related Party

Key Management Personnel Sh. Satish Kumar Agarwal, Chairman & Managing Director

Sh. Sunil Kumar Agarwal, Whole Time Director Sh. Saurabh Agarwal, Whole Time Director Sh. Sachin Agarwal, Whole Time Director Sh. Harish Kumar Agarwal-Chief Financial Officer Sh. Jogeswar Mohanty-Company Secretary

Related Company M/s Kamdhenu Overseas Ltd.

9. As per Accounting Standard-28 " Impairment of Assets" issued by ICAI, there are no indication of overall impairment in assets.

10. Previous year figures have been reclassified/ rearranged wherever necessary.


Mar 31, 2014

1. Terms/rights attached to Equity Shares

The Company lias only one class of equity shares having a par value of Rs. 10/- Per Share. Each holder of equity shares is entitled to one vote per share. The Company declares aixj pays drvidends in Indian rupees.The repayment of Equity share capital in the event of Liquidation and buy back of Shares are possible subject to prevalent regulations. In the event of Liquidation, normally the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amount, in proportion of shareholding.

2. The Company has not allotted any fully paid up shares pursuant to contracts) without payment being receded m cash. The Company has neither allotted any fully paid up shares by way of bonus shares nor has bought back any dass of shares during the period of frve years immediately preceding the balance sheet date.

3. Nature of Security oi'Term Loan from Bank and Financial institution:

-# Term Loans from State Bank of Bikaner & Jaipur are secured by way of

(a) Pbri passu charge by way of hypothecation of stocks, book debts & Other current assets of the company, present & future.

(b) fari passu charge over the movable and immovable assets including equitable mortgage of land & building at Plot No. A- IIl 2 & A-1114.R1A. Bhiwadi, Rajasthan & Plot no. E-538-539A R1A. Chopanki. Rajasthan & Personal guarantee of whole time directors.

# # Term Loans from Rl ICO are secured by way of.

(a) First pari passu charge over the movable and immovable assets including equitable mortgage of land & building at Plot No. A-1 112 & A- 1114.RIA. Bhrwadi, Rajasthan and Personal guarantee of whole time directors.

*Vehicle loans from Banks are secured by hypothecation of respective vehicles.

4. Some of the balances of Trade Receivaoles, Trade Payables, advances and Security deposits as on 3 i .03.2014 are subject to confirmation. The company had initiated legal cases on some debtors for its recovery and the same have been included to the extent of Rs.97.87,786 in outstanding for more than six months and Rs. i .91.37.711 in other non current assets. The management of the company is hopeful of favourable decision on such legal cases, hence no provision for bad and doubtful debts have been considered. Other payables under other long term liabilities includes Rs.2.39,33.701 of trade payables under litigation.

5. In the opinion of the management, current & non current assets, loans & advances have a value on realisation in the ordinary course of business at least equal to the amount at which thay are stated in the Balance Sheet.

6. The Company has already initiated the process of obtaining copies of memorandum fifed with the concerned authonty by entities falling under the MSMED Act 2006. The Company has received copies of the said memorandum as on date from few entities and outstanding amount against these memorandums are NIL.

7. The company does not have any fund for gratuity and leave encashment liability and same is accounted for as provision or. actunal basis. The following table summarizes the components of net benefitsy'expenses neconginsed in the statement of profit & loss and balance sheet.

8. As per Accounting Standard-17 " Segment Reporting issued by ICAI, the Company has identified three reportable business segments viz. Steel, Power & Paints and following policies have been adopted for the segment reporting.

a) Revenu and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which could not be allocate to a specific segment are being disclosed separately as un-allocable.

b) Segment Assets and Segment Liabilities represent assets and liabilities in respective segment. Investments, tax related assets, other assets and liabilities that cannot be aflocated to a segment on a reasonable basis nave been disclosed as " Un-allocable".

9. .As per Accounting Standard-18 "Related Party Disclosures' issued by The Institute of Chartered Accountants of India, the disclosure of transactions with the related parties as defined in the Accounting Standard are given below:

Description of Relationship

Nature of Relationship Name of Related Party

Key Management Personnel Sh. Satsh Kumar Agarwal. Chairman & Managing Director

Sh. Sum! Kumar Agarwal. Whole Time Director Sh. Saurabh Agarwal. Whole Time Director Sh. Sachin Agarwal. Whole Time Director

Related Companies M/s Kamdhenu Overseas Ltd. M/s Kamdhenu Nutrients Pvt Ltd. M/s Somti Polymers Pvt. Ltd.


Mar 31, 2013

1. Contingent Liabilities and Commitments (to the extent not provided for) lAmount in *:¦

a. Contingent Liabilities

(A) Cairns agains; the company not acknowledged as debt

- Ceniral Excise & Service Tax 42.160.&45 23.692.62S

- Income Tax 3,921,000 36.095.148

- Sales Tax & Central Sales Tax 37.542.436 38.494.436

{B) Guarantees Issued by Bank. 1.5 20.000 2.236.590

90,164,051

b. Commitments

Estimated amount of contracts remaining to De executed an capital account and not crowded for ''Net of advance} 4.965.585 2.626.328

4,965.585 2,626.326

TOTAL (a b)

2. Some of the balances of Trade Receivables, Trade Payables, advances and Security deposits as on 3 1.03.2013 and sub|ect tdconfjiinatioo. Trade Receivables, outstanding for mere than six months includes fts. 2,66,78,776 on w*nch legal cases have been initiated for recovery by the company. The management of the company is hopeful of favourable decision on such legal cases, hence no provision for bad and doubtful debts have been considered.

3. In the opinion of the management, current & ncr> current assets, toans a advances have a value on realisation In the ordinary course of bus.ness at least equal io the amount at which thay are stated m the Balance Sheet,

4. The Company has already initiated the process of obtaining copes of memorandum filed with the concenied authority by entities falling under the M5MED Act 2006. The Company has received copies of the sad memorandum as on date from few entities and outstanding amount against these memorandums are NIL,

5. The company does not have any fund for gratuity and leave encashment liability and same is accounted for as provision on actural basis, The following table summarizes thecomponentsofnet benefits/expenses reconginsed ir.the statement of profit & toss and balance sheet.

6. As per Accounting Stindand-1 7" Segment Reporting'' issued by iCfii, the Company has identified three reportable bus-ness segments v
Expenses wfwch could noL be allocable to a specie segment are being disclosed separately as un-allocable. b} Segment Assets and Segment Liabilities represent assets and liabilities in respective segment. Investments, tax related assets, other assets and liabilities mat cannot be allocated to a segment on a reasonable basis have been disclosed as" Un allocable",

7. As per Accounting Standard- IS '' Impairment of Assets" issued by ICAI, there are no indication of overall impairment in assets.

8. Previous year Inures, have been reclassified,'' rearranged where ver necessary.


Mar 31, 2012

1) Contingent liabilities:

(A) Claims against the company/disputed liabilities not acknowledged as debts Rs in Lacs Rs in Lacs 2010-2011 2009-2010 a) Central Excise & Service Tax 279.97 281.97 b) Income Tax 359.07 20.90 d) Sales Tax & Central Sales Tax 366.53 366.53 Total 1,005.57 669.40

(B) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.42.74 Lacs (Previous year Rs.328.55 Lacs) net of advances.

2) The company was subjected to search by the Directorate General of Central Excise Intelligence (DGCEI), New Delhi during the financial year ended 31.03.2009 and deposed a sum of Rs.100 Lacs under protest which has been shown as "Excise Duty Deposed under Protest" in Loans & Advances. Subsequently, the company has received a show cause notice dated 09.05.2011 from the DGCEI, New Delhi for imposing excise duty aggregating amount of Rs.4492 Lacs. The Company is in the process of filing suitable reply of the alleged imposition of Excise duty and due to pending adjudication of the show cause notice, liability on this account has neither been considered nor disclosed in the accounts.

3) Some of the balances of sundry debtors, creditors, advances and unsecured loans as on 31.03.2011 are subject to confirmation. Sundry Debtors, outstanding for more than six months includes Rs.191.67 Lacs on which legal cases have been initiated for recovery by the company. The management of the company is hopeful of favourable decision on such legal cases, hence no provision for bad and doubtful debts have been considered.

4) In the opinion of the management, currents assets, loans & advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

5) The Company has already initiated the process of obtaining copies of memorandum filed with the concerned authority by entities falling under the MSMED Act 2006. The Company has not received copies of the said memorandum as on date from any such entity. In the absence of information, the company is unable to identify units and as well as furnish details required under the said Act.

6) The company does not have any fund for gratuity and leave encashment liability and same is accounted for as provision.

7) Remuneration paid/payable to Managing/whole time directors during the year was Rs.148.68 Lacs (Previous Year Rs.148.68 Lacs).

8) During the year, in terms of memorandum of settlement/arrangement dated 14.03.2011 arrived at before the Hon'ble Delhi High Court, Mediation & Conciliation Centre, The company has agreed to assign trade mark of Kamdhenu Cement, cement bricks, cement tiles and cement sheets only falling under Class-19 of the Trade Mark Rules,2002 for a total sum of Rs.140 Lacs in favour of Kamdhenu Cement Limited. The said revenue net of tax has been included in the "Royalty, Trademarks & Others" of Schedule-13.

9) Royalty,Trademarks & Others comprises royalty of Rs. 1406.79 Lacs (Previous Year Rs.1473.98 Lacs), Sale of Trademark of Rs.133.33 Lacs (Previous Year NIL), Income from derivatives of Rs.79.09 Lacs (Previous Year 105.03 Lacs) and priority dealership charges of Rs.1.16 Lacs (Previous Year 21.46 Lacs).

10) During the year, the Company has undertaken modernisation program at its Steel Plant with capital investment of Rs.545.20 Lacs in Plant & Machinery which have since become operational from 25.03.2011.

11) Balance with Schedule Bank in Current Accounts includes Unpaid Divident amount of Rs.2.33 Lacs and IPO Refund amount of Rs.2.62 Lacs (Previous Year of Rs. 2.38 Lacs & Rs.2.62 Lacs respectively).

12) The Cash flow Statement has been prepared in accordance with the requirements of Accounting Standard-3 "Cash Flow Statement" issued by ICAI.

13) As per Accounting Standard-17 " Segment Reporting" issue business segments viz. Steel, Power & Paints and following policies have been adopted for the segment reporting.

a) Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which could not be allocable to a specific segment are being disclosed separately as un-allocable.

b) Segment Assets and Segment Liabilities represent assets and liabilities in respective segment. Investments, tax related assets, other assets and liabilities that cannot be allocated to a segment on a reasonable basis have been disclosed as "Un-allocable".

14) As per Account Standard-28 "Impairment of Assets" issued by ICAI, there are no indication of overall

15) Additional information pursuant to provisions of paragraph 3 & 4 of part II of Schedule VI of the Companies Act ,1956.

16) Value of Import on CIF basis in respect of Traded goods Rs.14.85 Lacs (Previous Year NIL).

17) Expenditure in Foreign Currency on Import of Traded goods Rs.13.55 Lacs (Previous Year NIL).

18) The previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Accordingly, amounts and other disclosure for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year

 
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