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Notes to Accounts of Kiran Vyapar Ltd.

Mar 31, 2015

A) The Company has been converted from Private Limited to Public Limited with effect from 14th August, 2012 and a new certificate of incorporation has been issued by the Registrar of Companies, West Bengal.

b) There is no Micro Small and Medium enterprises to whom the company owes dues which are outstanding for more than 45 days at the Balance Sheet date.

c) Pursuant to the Scheme of Arrangement ("the scheme") sanctioned by the Hon'ble High Court at Calcutta, vide its order dated 21st August, 2013, all the Assets and Liabilities of the Investment Division of Maharaja Shree Umaid Mills Limited (Demerged Company) have been transferred to and vested in the Company at their respective book values on a going concern basis with effect from 1st April, 2012 being the Appointed Date.

As per the Scheme, Appointed Date as approved by the Hon'ble High Court is 1st April, 2012 and the effective date is 24th September, 2013 being the date on which the certified copy of the order sanctioning the said scheme has been filed with the Registrar of Companies, West Bengal in accordance with the Companies Act, 1956.

d) The accounting of Assets & Liabilities transferred from the Demerged Company has been done as per scheme sanctioned by Hon'ble High Court at Calcutta which vide Sub-clause (iii) of clause No.1.2 of Part VI provides of the scheme as under :

"The excess or deficit, if any, after recording the aforesaid entries shall be treated by Kiran Vyapar Limited in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India and other normally accepted Accounting principles."

Following the precedent set by jurisdiction High Court, accounting for demerger has been done as per "Pooling of Interest Method" as specified in AS-14 issued by ICAI.

Accordingly, while preparing the financial statement of the Company, the Assets and Liabilities which are transferred to the Company have been recorded at their existing book value. Revaluation Reserve and Capital Reserve relating to the assets which continued to be held with the Demerged Company has not been transferred to the Company. General Reserve of n 2,181.99 Lakhs and Surplus in Profit & Loss account amounting to Rs. 42,763.39 Lakhs of the Demerged Company has been transferred to the Company and has been recorded in the books of company as detailed below:

The difference between the Assets and Liabilities transferred from the Demerged Company amounting to Rs. 54,945.38 lakhs as per note no. 2(c) has been firstly credited to

(a) General Reserve amounting to Rs. 12,181.99 Lakhs.

(b) Balance to surplus in Profit & Loss Account amounting to Rs. 42,763.39 Lakhs.

In terms of the order of the High Court the nominal value of Rs. 59.52 lakhs for 595200 equity shares of n0/- each have been cancelled and credited to Share Capital Cancellation Reserve.

The Company has transferred to Share Capital Suspense Account a sum of Rs. 2592 lakhs for issue and allotment of 25920000 number of equity shares of Rs. 10/- each out of General Reserve transferred from Demerged Company and pursuant to the scheme, the Company on 15th October, 2013 has allotted 25920000 fully paid up equity shares of Rs.10/- each to every equity shareholder of the Demerged Company whose name appeared in the register of members of the Demerged Company on the record date. 1 (One) equity share of Rs.10/- each crediting as fully paid up for every 1(one) equity share of Rs.10/- each fully paid up held by equity shareholders in the Demerged Company.

The General Reserve has further been reduced by an amount of Rs. 101.44 lakhs representing the book value of 595200 fully paid up equity shares held by the Demerged Company in the Company which stood cancelled along with issue and allotment of equity share in terms of the Scheme. Accordingly a balance of Rs.9,488.55 Lakhs remained credited as General Reserve in the books of accounts of the Company.

e) Liabilities on account of duties etc. if any, pursuance to the Scheme of Arrangement approved by Hon'ble High Court at Calcutta as stated in Note (c) above is yet to be ascertained and hence no provision thereof has been made in these financial statements and the same will be accounted for and amortized as and when the liability is ascertained.

f) By virtue of the Scheme sanctioned by the Hon'ble High Court at Calcutta the Assets and Liabilities of the Investment Division of the Demerged Company were vested in the Company. The Demerged Company has informed that taxesof about Rs. 685 Lakhs pertaining to the Investment Division have been demanded which is being disputed at the appropriate authorities by the Demerged Company.In the event that the final outcome of the same is adverse and required to be paid, in accordance with the Scheme sanctioned by the Hon'ble High Court at Calcutta, the same is payable to the Demerged Company.

g) The workings of a following Venture Capital Fund in which the company has invested funds, have been incorporated in the books of accounts of the Company on the basis of Unaudited Financial Statement furnished by the Venture Capital Fund registered with SEBI and also registered u/s 10(23FB) of the Income Tax Act, 1961

h) Pursuant to requirement of BSE Ltd, Placid Limited one of the constituent of the Promoter Group of the Company has placed for Lock-in of 51,84,000 equity shares of the Company for 3 years with respective Depositories for Listing of equity shares of the Company with BSE Limited and The Calcutta Stock Exchange Limited.

i) Liabilities on account of Gratuity payable to employees is yet to be determined on the basis of actuarial valuation. However, provisions has been made in the accounts which includes for the year Rs. 5.89 lakhs on the basis of multiplying the number of years and the present salary by 15 and dividing the same by 26. The total Provision for Gratuity till date is Rs. 5.89 lakhs.

j) The company allows its employees to encash 15 Days leave in lieu of Privilege Leave in one year. The amount is calculated on the last drawn Basic salary. An amount of Rs. 6.38 lakhs is thus provided for in the accounts of this year against accrued and encashable Privilege Leaves which is in proportion of the period of employment. The provision is calculated only up to a maximum of 60 days after which either the leave lapses or is encashed compulsorily.

Pursuant to the said revision in useful lives, the depreciation expenses for the year ended 31st March, 2015 is higher and the profit before tax is lower by Rs. 3.94 lakhs.

k) Contribution to Provident Fund of Rs. 48,232/- from 1 st April 2013 to 23rd September 2013 paid by Demerged Company relates to employees of investment division in pursuance to Scheme of Arrangement.

l) Foreign Currency outflow during the year amounting to Rs. 5.93 lakhs.

m) Information as required by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, is furnished vide Annexure-'A'attached herewith.

n) Related Party Disclosure (As Identified by Management)

Information given in accordance with the requirements of Accounting Standard-18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India.

o) Segment Reporting:

Based on the synergies, risks and return associated with the business operations and in terms of Accounting Standard 17, the Company is engaged in a single reportable segment of Non-Banking Financial Company during the year and hence treated as single reportable segment as per AS 17.

p) Notes on Financial Statement:

Disclosure of details as required in terms of Paragraph 10(5) of Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 as applicable to every Systematically Important Non Deposit Taking Non-Banking Financial Company.


Mar 31, 2014

A) The Company has been converted from Private Limited to Public Limited with effect from 14th August, 2012 and a new certificate of incorporation has been issued by the Registrar of Companies, West Bengal.

b) There are no reported Micro, Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the company owes dues.

c) Pursuant to the Scheme of Arrangement ("the scheme") sanctioned by the Hon''ble High Court at Calcutta, vide its order dated 21st August, 2013, all the Assets and Liabilities of the Investment Division of Maharaja Shree Umaid Mills Limited (Demerged Company) have been transferred to and vested in the Company at their respective book values on a going concern basis with effect from 1st April, 2012 being the Appointed Date.

As per the Scheme, Appointed Date as approved by the Hon''ble High Court is 1st April, 2012 and the effective date is 24th September, 2013 being the date on which the certified copy of the order sanctioning the said scheme has been filed with the Registrar of Companies, West Bengal in accordance with the Companies Act, 1956.

The details of Assets and Liabilities transferred from the Demerged Company are as under:-

d) The accounting of Assets & Liabilities transferred from the Demerged Company has been done as per scheme sanctioned by Hon''ble High Court at Calcutta which vide Sub-clause (iii) of clause No.1.2 of Part VI provides of the scheme as under :

"The excess or deficit, if any, after recording the aforesaid entries shall be treated by Kiran Vyapar Limited in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India and other normally accepted Accounting principles."

Following the precedent set by jurisdiction High Court, accounting for demerger has been done as per "Pooling of Interest Method" as specified in AS-14 issued by ICAI.

Accordingly, while preparing the financial statement of the Company, the Assets and Liabilities which are transferred to the Company have been recorded at their existing book value.

Revaluation Reserve and Capital Reserve relating to the assets which continued to be held with the Demerged Company has not been transferred to the Company. General Reserve of Rs.12, 181.99 Lakhs and Surplus in Profit & Loss account amounting to Rs.42,763.39 Lakhs of the Demerged Company has been transferred to the Company and has been recorded in the books of company as detailed below:

The difference between the Assets and Liabilities transferred from the Demerged Company amounting to Rs. 54,945.38 lakhs as per note no. 2(c) has been firstly credited to (a) General Reserve amounting to Rs. 12,181.99 Lakhs.

(b) Balance to surplus in Profit & Loss Account amounting to Rs. 42,763.39 Lakhs.

In terms of the order of the High Court the nominal value of Rs. 59, 52,000 for 595200 equity shares of Rs.10/- each have been cancelled and credited to Share Capital Cancellation Reserve.

The Company has transferred to Share Capital Suspense Account a sum of Rs. 2592 lakhs for issue and allotment of 25920000 number of equity shares of Rs. 10/- each out of General Reserve transferred from Demerged Company and pursuant to the scheme, the Company on 15th October, 2013 has allotted 25920000 fully paid up equity shares of Rs.10/- each to every equity shareholder of the Demerged Company whose name appeared in the register of members of the Demerged Company on the record date.1(One) equity share of Rs. 10/- each crediting as fully paid up for every 1(one) equity share of Rs. 10/- each fully paid up held by equity shareholders in the Demerged Company.

The General Reserve has further been reduced by an amount of Rs. 101.44 lakhs representing the book value of 595200 fully paid up equity shares held by the Demerged Company in the Company which stood cancelled along with issue and allotment of equity share in terms of the Scheme. Accordingly a balance of Rs. 9,488.55 Lakhs remained credited as General Reserve in the books of accounts of the Company.

e) Liabilities on account of duties etc. if any, pursuance to the Scheme of Arrangement approved by Hon''ble High Court at Calcutta as stated in Note (c) above is yet to be ascertained and hence no provision thereof has been made in these financial statements and the same will be accounted for and amortized as and when the liability is ascertained.

f) The Balance Sheet of the Company as on 31st March, 2013 as well as the Statement of Profit & Loss account for the year ended 31st March, 2013 approved by the shareholders at the meeting held on 28th June, 2013 have been amended to reflect the scheme of Arrangement as sanctioned by the Hon''bleHigh Court at Calcutta, mentioned in Note (c)and (d) above and consequently the Assets and Liabilities as on 31st March 2013, have been restated to include Assets and Liabilities of the Investment Division of the Demerged Company as at 31st March, 2013, and figures in the Statement of Profit & Loss include the result of operations of the Investment Division of the Demerged company for the Financial Year from 1st April, 2012 to 31st March, 2013, and therefore, the previous year figures are restated and are not as per the figures approved by the shareholders.

g) Contribution to Provident Fund of Rs.48,232/- from 1st April, 2013 to 23rd September, 2013 paid by the Demerged Company relates to employees of Investment Division in pursuance to Scheme of Arrangement.

h) a) Contingent Liabilities:

Lien is created for the benefit of Group Company viz., "Parmarth Wind Energy Private Limited" to secure Credit Facility of Rs. 54 Crores from HDFC Bank Limited. As co-obligator, the Company obligation is up to Rs. 34,18,24,873/- j) By virtue of the Scheme sanctioned by the Hon''ble High Court at Calcutta the Assets and Liabilities of the Investment Division of the Demerged Company were vested in the Company. The Demerged Company has informed that taxes of about Rs.685 Lakhs pertaining to the Investment Division have been demanded which is being disputed at the appropriate authorities by the Demerged Company. In the event that the final outcome of the same is adverse and required to be paid, in accordance with the Scheme sanctioned by the Hon''ble High Court at Calcutta, the same is payable to the Demerged Company.

k) The workings of a Venture Capital Fund namely "Pandara Trust Scheme I Class A Series 2" in which an amount of Rs. 1.25 Crores is invested,have been incorporated in the books of accounts of the Company on the basis of Unaudited Financial Statement furnished by the Venture Capital Fund registered with SEBI and also registered u/s 10(23FB) of the Income Tax Act, 1961.

l) The Company has received Final Listing approval and Trading Permission from BSE Limited w.e.f. April 7, 2014 and from The Calcutta Stock Exchange Limited w.e.f.April 16, 2014.

m) Pursuant to requirement of BSE Ltd, Placid Limited one of the constituent of the Promoter Group of the Company has placed for Lock-in of 5184000 equity shares of the Company for 3 years with respective Depositories for Listing of equity shares of the Company with BSE Limited and The Calcutta Stock Exchange Limited.

n) Provision forGratuity amounting to Rs.57,692/- based on the formula prescribed under the Payments of Gratuity Act, 1972 has not been made in the books of accounts of the Company, since none of the employees have completed 1(One) year of service, and in the opinion of the Company no provision is required to be made.

o) (i) The Companies mentioned in Note 2.9(c) of Non-Current Investment have become Subsidiaries of the Company pursuant to the Section 2(87) of the Companies Act, 2013 read with applicable rules thereof. (ii) The Company mentioned in Note 2.9(d) of Non-Current Investment havebecome Associate of the Company pursuant to Section 2(6) of the Companies Act, 2013 read with applicable rules thereof.

p) Information as required by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, is furnished vide Annexure-A attached herewith.

q) Related Party Disclosure (As Identified by Management)

Information given in accordance with the requirements of Accounting Standard-18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India.

Key Managerial Personnel -

Shri Lakshmi Niwas Bangur Shri Shreeyash Bangur Shri Ajay Sonthalia Shri Aakash Jain Subsidiary

Company (Equity) - Iota Mtech Limited

Subsidiary Company (Preference) {Refer Note No. (o) (i) :

Anantay Greenview Private Limited Magma Realty Private Limited Mahate Greenview Private Limited Samay Industries Limited Sarvadeva Greenpark Private Limited Satyawatche Greeneries Private Limited Shree Krishna Agency Limited Sishiray Greenview Private Limited Subhprada Greeneries Private Limited Uttaray Greenpark Private Limited Associates (Equity) - Placid Limited

Associates (Preference) - Navjyoti Commodity Management Services Ltd. {Refer Note No. (o)(ii)} Significant influence - M.B. Commercial Co. Limited The Kishore Trading Company Limited The General Investment Company Limited The Peria Karamalai Tea & Produce Co. Limited Maharaja Shree Umaid Mills Limited Parmarth Wind Energy Private Limited Sidhidata Power LLP

Control - Iota Mtech Power LLP

Note: Figures in bracket represents Previous Year

r) Segment Reporting:

Based on the synergies, risks and return associated with the business operations and in terms of Accounting Standard 17, the Company is engaged in a single reportable segment of Non-Banking Financial Company during the year and hence treated as single reportable segment as per AS 17.

s) The following securities held as Investment which were transferred to the Company in pursuant to the Scheme of Arrangement did not stand in the name of the Company:

t) Notes on Financial Statement:

Disclosure of details as required in terms of Paragraph 10(5) of Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 as applicable to every Systematically Important Non Deposit Taking Non-Banking Financial Company.

Notes :

1. As defined in paragraph 2(1)(xii)of the Non Banking Finance Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms ( Reserve Bank ) Directions, 2007.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up / fair value / NAV in respect of unquoted investment is disclosed irrespective of whether they are classified as longterm or current in (4) above.

4. Details of related parties are as furnished by the Management ** As per Accounting Standard of ICAI ( Please see Note 3 )

 
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