Mar 31, 2014
1. a) The Company has not alloted any bonus shares either equity or
preference share during the last 5 years
b) Term/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" except as otherwise stated."
c) Pursuant to the Scheme of amalgamation , the shareholders of the
erstwhile comapany Progard Textile (India) Private Limited were
allaoted 40,76,108 Equity Shares of the face value ofRs. 10 at premium
of Rs. 1.70 Per share and Compulsorily Convertible Preference Shares
19,56,53,176 of the face value of Rs. 10 at premium of Rs. 1.70 Per
Share. The said CCPS are alloted on 16th January 2012 and carry a
copuan rate of 0% and shall be converted into Equity Shares in the
ratio of 1 Equity Shares of the Face value of Rs. 10/- each of the
Company for every 1 CCPS of the face value of Rs. 10/- each . The CCPS
shall be converted in to Equity Shares in one or more trenches over a
period of time in such manner that the requirement of clause 40A of the
Listing Agreement with the Stock Exchanges shall be met all the times
2. Security given against loans outstanding from Financial Institution
during current years
a. First Charge on vacant land located at Plot No. 60, MIDC, Phase II,
Street 14, Marol Industrial Area, Andheri (E), Mumbai - 400 093
admeasuring 2,947 sq mtrs belonging to M/s S. Kumars Retailer Services
Private Limited, valuing about Rs. 173 crores, to the extent of 1.5
times assets cover of the loan Amount as per the valuation report dated
November 23, 2011.
b. Personal guarantee of Mr. Warij A. Kasliwal
c. Post dated cheques (PDC''s) towards payment of Interest and the
repayment of instalments of the principal.
3. The company has given corporate guarantee in favour of one of its
group company amounting to Rs. 500 Lacs (P.Y. Rs. 500 Lacs).
4. During the year, there has been a limited progress in the Unimart
Project being undertaken by the Company, due to which no capitalization
of stores has taken place and the company continued with incurring
Capital Work in Progress under the head pre operative expenditure
pending for allocation for Unimart Project aggregating to Rs. 1732.03
Lacs (P.Y. Rs. 3042.48 Lacs). Out of this Company has written off
borrowing cost amounting to Rs. 2685.94 lacs, which was included under
the head pre operative expenditure. The management is hopeful of
implementing the above project in near future.
5. The Company had given interest free refundable deposit to agent
amounting to Rs. 4471.05 Lacs ( PY 7,851.82 Lacs) which is outstanding
for long time without any performance, shown under the head Long terms
loans and advances for procuring material, executing the branding and
promotional activities under the name and style of unimart at various
places.
6. The management has made the provision for employee benefits, based
on estimate considering the size of the employees.
7. In the opinion of the management, the Sundry debtors and Loans&
Advances are approximately of the value stated in the books of
accounts, if realised in the ordinary course of business and adequate
provision has been made in the accounts in respect of all known
liabilities.
8. Inventory as at the close of the year was arrived at by reducing
the sales quantity and process loss from the opening and purchases made
during the year. The quantity of the same has been considered in the
financial statements as taken, valued and certified by the management.
9. There are limited numbers of employees as at the close of the year,
provision towards Employee benefits has been made on accrual basis
based on management estimates.
10. The Company has not received any information regarding its
''suppliers'' status under the Micro, Small and Medium Enterprises
Development Act, 2006 and hence the disclosure regarding the same has
not been provided-
a. Amount due and outstanding to suppliers as at the end of accounting
year
b. Interest paid during the year
c. Interest payable at the end of the year; and
d. Interest accrued and unpaid at the end of accounting year,
The Company is in the process of getting the confirmations from the
suppliers as regards their status under the above which has been relied
upon by the auditors.
11. The Company believes that no impairment of assets arises during
the year as per the recommendations of Accounting Standard - 28
Impairment of Assets, issued by the Institute of Chartered Accountants
of India considering the age of the Fixed Assets situated at its Head
Office.
12. The Company is engaged in the business of supplies of Corporate &
Work wear Uniforms , Fabrics and all operations comprise part of a
single business segment namely ''Textiles Business''. Therefore no
separate segment information has been presented as per AS 17 ''Segment
Information'', notified by the Central Government under Companies
(Accounting Standards) Rules, 2006.
13. The Company enters into leasing arrangements for office premises
in general. The leases are cancellable and are generally for a period
of one year. There are no significant conditions, restrictions or
contingent rents. The total rental expense recognized in the statement
of profit and loss for the period is Rs. 1,95,000/- (PY - Rs.
1,80,000/-) and Rs. 11,89,736/ - including in pre- operative expenses
(P.Y. 11,62,682/-)
14. Previous Year''s figures are regrouped/rearranged wherever
considered necessary to confirm to current year''s presentation
Mar 31, 2012
1. During the year the company has given corporate guarantee in favour
of one of its group company amounting to Rs 500 Lacs
2. Showcase model of Unimart, at Andheri , Mumbai, is successful and
we are in the process of establishing similar Unimart hubs cross India.
Besides school uniforms, the Unimart will also cater to all clothing
and school related accessories. Consultants have been appointed to
advice us on its infrastructure, set up, operating systems and
procedure, selection of Franchisees etc. Franchisees selection, on
merits, is in progress. Accordingly, during the period, the company has
incurred Pre - Operative Expenditure amounting to Rs. 14.55 Crs for the
same and are pending for allocation.
3. The Company has allotted 195,653,176 Compulsory Convertible
Preference Shares (ÃCCPSÃ) at Rs. 10 each fully paid as per the
Scheme of Merger of Progard Textiles (India) Private Limited with the
company as approved by the Honourable High Court of Bombay.
4. In the opinion of the management, the Sundry debtors and Loans &
Advances are approximately of the value stated in the books of
accounts, if realised in the ordinary course of business and adequate
provision has been made in the accounts in respect of all known
liabilities.
5. Balance confirmation in respect of Sundry Debtors, Loans and
Advances and Current Liabilities has been obtained. Consequential
adjustments arising on such confirmations and reconciliation have been
given effect in the books of the Company.
6. Inventory as at the close of the year was arrived at by reducing
the sales quantity and process loss from the opening and purchases made
during the year. The quantity of the same has been consid- ered in the
financial statements as taken, valued and certified by the management.
7. Retirement benefits - Gratuity & Leave Encashment Defined Benefit
Plan
The following tables summarise the components of the net employee
benefit expenses recognized in the Profit and Loss Account, the fund
status and amount recognized in the Balance Sheet for the gratuity and
Leave Encashment benefit plan (as per the actuarial valuation carried
out by the Company).
8. (a) Provision for Current tax has been considered in the accounts
as per the Income Tax Act, 1961. (b) Break up of net Deferred Tax
Liability/(Asset) as on 31.03.2012 is given as under:
9. The Company has not received any information regarding its
Ãsuppliers' status under the Micro, Small and Medium Enterprises
Development Act, 2006 and hence the disclosure regarding the same has
not been provided-
a. Amount due and outstanding to suppliers as at the end of accounting
year
b. Interest paid during the year
c. Interest payable at the end of the year; and
d. Interest accrued and unpaid at the end of accounting year,
The Company is in the process of getting the confirmations from the
suppliers as regards their status under the above which has been relied
upon by the auditors.
10. The Company believes that no impairment of assets arises during
the year as per the recommenda- tions of Accounting Standard - 28
Impairment of Assets, issued by the Institute of Chartered Ac-
countants of India considering the age of the Fixed Assets situated at
its Head Office.
11. Foreign Exchange fluctuations debited to the Profit and Loss
Account of Rs. 0.13 Lacs (Previous year Rs. 0.64 Lacs)
12. Related Party Disclosures are as under:
Names of the related parties and nature of relationship which exists: -
Associates and Subsidiaries
I. Associates
- MW Corp Pvt. Ltd.
- Raj Infin Pvt. Ltd.
- Girija Holdings Pvt. Ltd.
- MW Infra Developers Ltd.
- Entegra Limited
- Shree Maheshwar Hydel Power Corporation Ltd.
- Hindon River Mills Ltd.
- S. Kumars Life Assurance Corporation Ltd.
- Dasna Developers Pvt. Ltd.
- Ennertech Biofuels Pvt. Ltd.
- MW Advisers Limited.
II. Subsidiaries and fellow subsidiaries: - S. Kumars Ltd.
-Manmade Fabrics Sales & Service Pvt. Ltd.
- Manors Textiles Limited -MW Unitex S.A.
-Klopman Holdings S.a.r.l.
-Klopman International S.r.l.
-Intex S.A.
-Klopman AG -Klopman GmbH -Klopman Espana S.A.
- Klopman India Pvt. Ltd.
- Klopman Textiles Pvt. Ltd.
III. Key Management Personnel: - Mr. Mukul S. Kasliwal- Chairman
- Mr Warij A. Kasliwal- Vice Chairman
- Mr. V.K. Maloo- Managing Director
IV. Relatives of key management personnel: - None.
Note: Previous year's figures are given in brackets.
Export of services Rs.6.65 lacs (Previous year Rs 92.27 Lacs)
13. Previous Year's figures are regrouped/rearranged wherever
considered necessary to conform to current year's presentation
Mar 31, 2010
1. In the opinion of the management, the Sundry debtors and Loans &
Advances are approximately of the value stated in the books of
accounts, if realised in the ordinary course of business and adequate
provision has been made in the accounts in respect of all known
liabilities.
2. Balances in respect of Sundry Debtors, Loans and Advances and
Current Liabilities are subject to confirmation from the respective
parties and reconciliation, if any. Consequential adjustments which may
arise on such confirmations of reconciliation will be given effect in
the books of the Company in the year of such confirmation/reconciliation.
However, in the management opinion, the impact of the same on the
respective assets and liabihties and on the profits of the year is in
significant.
3. Sundry Debtors, Loans and Advances and Current Liabilities include
the following amounts receivable from /payable to the companies m which
some of the directors of the Company are interested as
directors/members:
4. Inventory as at the close of the year was arrived at by reducing
the sales quantity and process loss from the opening and purchases made
during the year. The quantity of the same has been considered in the
financial statements as taken, valued and certified by the management.
5. Retirement benefits Gratuity & Leave Encashment
Defined Benefit Plan
The following tables summarise the components of the net employee
benefit expenses recognized in the Profit and Loss Account the fund
status and amount recognized in the Balance Sheet for the gratuity and
Leave Encashment benefit plan (as per the actuarial valuation carried
out by the Company).
8. The Company has not received any information regarding its
suppliers status under the Micro, Small and Medium Enterprises
Development Act, 2006 andhence the disclosure regarding:
a. Amount due and outstanding to .supphersas at the end of accounting
year
b. Interest paid during the year
c. Interest payable at the end of the year and
d.Intere sta ccrued and unpaidat the end of account ingyear,has not
been provided.
The Company is in the process of getting the confirmations from the
suppliers as regards their status under the above which has been rehed
upon by the auditors.
9. The Company believes that no impairment of assets arises during the
year as per the recommendations of Accounting Standard - 28 Impairment
of Assets, issued by the Institute of Chartered Accountants of India
considering the age of the Fixed Assets situated at its Head Office.
10. Foreign Exchange fluctuations debited to the Profit and Loss
Account of Rs. 1.97 Lacs (Previous year a gaim of Rs. 10.30Lacs)
11. Segment Reporting
The Companys operations predominantly relate to two divisions i.e.
providing consultancy services and textile business. The Company
considers these divisions as primary segment. There are no geographical
segments during the year.
Income and direct expenses in relation to the segments are categorized
based on the items that are individually identifiable to the segments,
while remainder of the costs are apportioned on an appropriate basis.
The assets of the Company are used interchangeably between the
divisions and the management believes that it is currently not
practical to provide segment disclosures relating to total assets and
liabiMes since a meaningful
12. Related Party Disclosures areas under:
Names of the related parties and nature of relationship which exists: -
Associates and Subsidiaries
I. Associates
a) MW Corp Pvt. Ltd
b Raj In fin Pvt .Ltd.
c) Ginja Holdings Pvt. Ltd.
d) MW Infra Developers Pvt. Ltd.
e) S.Kumars Ltd.
f) SKM Fabrics (Amana) Ltd.
g) Manmade Fabrics Sales Service Pvt. Ltd. h Entegra Limited
i) Shree Maheshwar Hydel Power Corporation Ltd.
j Hindon River Mills Ltd.
k) S. Kumars Life Assurance Corporation Ltd.
1) Dasna Developers Pvt. Ltd.
m) Ennertech Biofuels Ltd.
n) Progard Textiles (India) Pvt. Ltd.
o S. Kumars (Investments) Ltd.
p S. Kumars Retailer Services Pvt. Ltd.
q S. Kumar & Co.(Trades) Pvt. Ltd
r) MW Unitexx S.A.
s) Textile S.a.r.l.
t) Klopman International S.r.l.
u) Intex S.A.
v Klopman AG
w) Klopman GmbH
x) Klopman Espana S.A.
II. Subsidiaries and fellow subsidiaries: - None
III. Key Management Personnel: - Mr. Mukul S. Kashwal
- Chairman
- Mr. V.KMaloo - Managing Director
IV. Relatives of key management personnel: - None
13. Additional information pursuant to paragraphs 3 & 4 of Part II of
Schedule VI to the Companies Act, 1956.
b. Earnings/Expenditure in Foreign Currency:
14. Previous Years figures are regrouped/rearranged wherever
considered necessary to confirm to current years
15. Information pursuant to Part IV of Schedule VI to the Com panies
Act, 1956.
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