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Notes to Accounts of Noesis Industries Ltd.

Mar 31, 2014

1.01 Defined Employee Benefit Plans: -

Valuations Gratuity have been carried out by independent actuary, as at 31st March, 2014. Leave Encashment Valuation are made as per best estimates of the company keeping in view the leave policy:

(Rs. In Lacs) (Rs. In Lacs)

1.02 Contingent Liabilities

Corporate Guarantees given for loans availed 37,900.00 37,900.00 by group companies.

1.03 Claims not acknowledged as debt For Sales Taxes & Income Tax matters. 470.68 396.46

For Commercial disputes 2.77 2.77

Total 473.45 399.23

1.04 As per Board resolution dated 02.01.2014 the accounting period was reduced by three months In consequence of the said change in this period the statement of profit and loss figures are for nine months ending 31.03.2014,whereas the comparative figures for previous year are for twelve months ending 30.06.2013.

1.05 Sales and Purchase are exclusive of Vat and net of returns if any.

2.1 Cenvat and Vat

i) Cenvat if any availed on Capital goods or on purchases is not included in the cost of respective assets or goods as the case may be.

ii) Vat availed on purchases does not form part of cost of goods.

iii) Unutilized balances if any of CENVAT and VAT at the year/end are carried forward under the head loans and advances.

2.2 Management has not been able to obtain confirmation of balances from Loan Lenders, Trade Receivables, Trade payables, Loans, advances & deposits. In the absence of such confirmations, any provisions to be made for the adverse variation in the carrying amounts of these balances are not quantified, since quantum of claims and disputes, if any remains unascertained.

2.3 In the opinion of Directors, the current assets have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet except as otherwise stated.

2.4 VAT assessments have been finalized up to financial year 2010-2011, however assessment of some of the branches are pending for the year 2010-2011, liability, if any for the un-assessed years remains unascertained.

2.5 There are no micro and small enterprises, to whom the company owes sums, which are outstanding for more than 45 days as at 31st March 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined (to the extent such parties have been identified) on the basis of information available with the company, further no interest during the year has been paid or is payable under the terms of the Act.

2.6 Miscellaneous income includes Rs. 38.29 Lacs towards reversal of Gratuity Liability of the Managing Director on termination of employment.

2.7 Name of the company has been changed from MVL Industries Ltd. to Noesis Industries Ltd. w.e.f. 17.01.2014

2.8 In view of heavy Losses in the past and loss during the current period, operations have been virtually discontinued. Lenders had declared Loans as N.P.A, which stand recalled. Lenders have issued notices under the SARFAESI Act, 2002 and have also filed notices for recovery with Debts Recovery Tribunal. Management is hopeful of further capital raising, promoters & group support, settlement /re-structuring of loans and starting of activity for revival. As per management''s such perception, these accounts have been prepared on a going concern basis. However in the opinion of statutory auditors, looking at the continuous losses during the current period & last 2 years leading to erosion of net worth to minus Rs. 22,523.01 Lacs, defaults of Rs. 24,494.83 Lacs towards repayment of dues to banks and financial Institutions, and with no activity for revival. it is not feasible for the company to continue as going concern.

2.9 The consortium of Banks which had provided funds towards working capital and term loans had during last year declared the borrowing accounts as NPA as per Reserve Bank of India guidelines. All loans have been recalled. Since the bank loans are declared as NPA, Lenders are not charging interest. The company has provided for interest as per last agreed rates, but no provision has been made for penal interest payable for delay and defaults due to the uncertainty and discretionary provisions.

Present Status:

- Punjab National Bank as the Lead Bank under the Consortium Lending arrangement for itself and for 6 other Banks has issued notice dated 10.12.2013 u/s 13 (4) of Chapter III of Securitization And Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs.17,948.67 lacs along with further interest up to the date of payment. Symbolic possession of immovable''s in pursuance of the said notice was taken over on 22.01.2014.

- UCO Bank had filed application u/s 19(4) of the Recovery of Debts Due to Banks & Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide application dated 26.03.2013 along with interest up to the date of payment.

- Standard Chartered Bank had filed application u/s 19 (4) of the Recovery of Debts Due to Banks & Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide application dated 20.05.2013 claiming recovery of debts of Rs. 1857.79 lacs along with interest up to the date of payment.

- Punjab National Bank has filed application u/s 19(4) of the Recovery of the Debts Due to Banks & Finance Institution Act, 1993, before the Debts Recovery tribunal Delhi vide application dated 19.09.2013 claiming dues on behalf of 5 Lending Banks namely Punjab National Bank itself, Allahabad Bank, State Bank of Mysore, IDBI Bank Ltd. and Punjab & Sind Bank of the value of Rs. 13,259.55. lacs along with interest upto the date of payment.

2.10 Previous year figures has regrouped and reclassified to facilitate comparison with current period figures.

2.11 Disclosure of Related Party Transactions in accordance with Accounting Standard (AS) - 18 "Related Party Disclosures". Relationship

i) Companies/Parties in which key management Personnel or their relatives have substantial interest/significant influence

Falcon Technosystems Ltd.

Media Magnetic Cassettes Ltd.

Cardinal Infratech Ltd.

MVL Limited.

ii) Key Managerial Personnel

Mr. Prem Adip Rishi - Managing Director

Mr. Rakesh Gupta - Director

Mr. Rajesh Galhotra - Director

iii) Relatives of key managerial personnel where transactions have taken place: Nil

Summary of transactions carried out with related parties (as identified above by the Company and relied upon by the Auditors)

2.12 During the period the company has closed all branches, except Bhiwadi. Non moving and old stocks, store and packing material have been disposed off on "As Is Where Is" basis. In the process the company has incurred a gross loss of Rs. 98.74 lacs.

2.13 With the discontinue of business and on settlement of pending claims, out of the debt as irrecoverable claims due the company has during the period written off Rs.22.58 Lacs (Previous year Rs. 6347.59 Lacs).

2.14 As per the system of accounting adopted in the past debtors and creditors were included at net values after factoring. These factoring arrangements, besides personal guarantee were secured against third party moveable assets. All such factoring claims net of recoveries from the securities, have now been accounted as short term loans on account of defaults by the debtors/creditors.


Jun 30, 2013

1. During the year, decline in the value of long term investments of the company in the shares of an unlisted company, has been recognized as that of 'other than temporary in nature' and value of said investments have been reduced by Rs. 1293.48 Lacs by debiting to Statement of Profit & Loss as Exceptional item.

2. Sales and Purchase are exclusive of Vat and net of returns if any.

3. Cenvat and Vat

i) Cenvat if any availed on Capital goods or on purchases is not included in the cost of respective assets or goods as the case may be.. ii) Vat availed on purchases does not form part of cost of goods. iii) Unutilized balances if any of CENVAT and VAT at the year/end are carried forward under the head loans and advances.

4. The Management has not obtained the confirmation of balances from Loan Lenders, Trade Receivables, Trade payables, Loans, advances & deposits. In the absence of such confirmations, any provisions to be made for the adverse variation in the carrying amounts of these balances are not quantified, since quantum claims and disputes, if any remains unascertained.

5. In the opinion of Directors, the current assets have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet.

6. VAT assessments have been finalized up to financial year 2008-2009, however assessment of some of the branches are pending for the year 2008-2009, liability, if any for the un-assessed years remains unascertained.

7. There are no micro and small enterprises, to whom the company owes sums, which are outstanding for more than 45 days as at 30th June 2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act. 2006 has been determined (to the extent such parties have been identified) on the basis of information available with the company, further no interest during the year has been paid or is payable under the terms of the Act.

8. Miscellaneous income includes dividend of Rs.31,353/- (previous year of Rs. 20,156/-) 28.17 In view of heavy Losses during the year, operations have been virtually discontinued. Lenders have declared Loans as N.P.A, and Lenders have issued notices under the SARFAESI Act,2002 as well as all NPA Loans have been recalled by the Lenders. Some Lenders have filed notices for recovery with Debts Recovery Tribunal. Management is still hopeful of further capital raising, promoters & group support, settlement /re-structuring of loans and starting of new product lines. Thus these accounts have been prepared on a going concern basis as per management perception. However in the opinion of statutory auditors, keeping in view the current year Loss of Rs. 24136.72 Lacs, net worth reduced to minus Rs. 18982.22 Lacs, with uncertainty of full recovery against debts and stocks, it is not feasible for the company to continue on a going concern basis.

9. The consortium of Banks which has provided funds towards working capital and term loans has during the year declared the borrowing accounts as NPA as per Reserve Bank of India guidelines and all loans has been recalled. After the banks loans are declared as NPA, Lenders are not charging interest. The company has provided for interest as per last agreed rates, but no provision has been made for penal interest payable for delay and defaults due to the uncertainty and discretionary provisions.

Present Status:

- Punjab National Bank as the Lead Bank under the Consortium Lending arrangement has issued notice dated 28.06.2013 u/s 13(2) of the Securitization And Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues on behalf of 6 Lending Banks of the value of Rs.17948.61 lacs along with interest up to the date of payment.

- Allahabad Bank has also issued a separate notice dated 29.04.2013 u/s 13(2) of the SARFAESI Act, 2002 claiming outstanding dues of Rs. 3175.15 lacs plus interest up to the date of payment.

- UCO Bank has filed application u/s 19(4) of the Recovery of Debts Due to Banks & Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide application dated 26.03.2013 claiming recovery of debts of Rs. 4173.25 lacs.

-Standard Chartered Bank has filed application u/s 19(4) of the Recovery of Debts Due to Banks & Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide application dated 20.05.2013 claiming recovery of debts of Rs. 1857.79 lacs.

10. Previous year figures has regrouped and reclassified to facilitate comparison with current year figures.

11. The proposed scheme of amalgamation of Global Digital Technologies Ltd. was approved by the shareholders at the EGM, held on 4th August 2012, subject to approval of Humble High Court of Delhi. On account of company's inability to file relevant documents for amalgamation, the said proposal was dropped as not pursued as approved by the Board resolution dt. 26th March 2013.

12. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS) - 18 "Related Party Disclosures".

Relationship

i) Companies/Parties in which key management Person or his relatives have substantial interest/ significant influence

MVL Telecom Ltd.

Media Magnetic Cassettes Ltd.

Media Satellite & Telecoms Ltd.

MVL Credits Holdings & Leasing Ltd.

MVL Constructions Ltd.

MVL Limited.

Prism Electronics

MVL Developers Ltd.

ii) Key Managerial Personnel

Mr. Prem Adip Rishi - Director

Mr. Rakesh Gupta - Director

Mr. Rajesh Galhotra - Director

iii) Relatives of key managerial personnel where transactions have taken place :

Prem Adip Rishi (HUF)

13. Shares held as investment and (mortgage)/pledged with Karvy Financial Services Limited were last year removed from investments when the same were transferred from the companies demat account by the mortgagee. In the absence of any confirmation of mortgagee, it was treated as sales and gain on such investment/ sale was included as income under head exceptional items. During the year mortgagee has issued confirmation that the above said mortgaged investment were not liquidated, but are held in their demat account as shares pledged with them. As such investment in shares have been reinstated with 51,38,056 equity share and gain of Rs.304.43 Lacs erroneously booked in last year has been reversed and charged as loss under head exceptional items.

14. During the year with the discontinue of business, non moving & old stocks items have been identified which included items found damaged on account of water seepage & electronics parts found rusted are valued at cost/realizable value whichever is less. As result of this the company has made a provision for 941.96 Lacs towards the fall in the value of inventory of non-moving items

15. With the discontinue of business, debts due are being settled with the customers as such the company has written off Rs.6347.59 Lacs ( Previous year Rs.5510.50 Lacs ) on settlement of old cumulative claims brought forward from earlier years in expectation of recovery against sales.


Jun 30, 2010

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED 30.06.2010 ENDED 30.06.2009 (RS. IN LACS) (RS. IN LACS)

1 Contingent Liabilities

A. For Bank Guarantees 6.14 6.14

B. For Corporate Guarantees 12,850.00 1,250.00

12,856.14 1,256.14

2 The Companys operations comprise of only one Segment - "Consumer Electronic goods / accessoreis" and therefore thereare no other business / geographical segments to be reported as required under Accounting Standard (AS-17) "segment Reporting".

3 In the opinion of Directors, the current assets, loans and advances have a value on realisation in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet unless otherwise stated.

4 Some of the Debit and Credit Balances of Sundry Debtors,Creditors, Loans, advances & deposits are subject to confirmation and consequential adjustments if any arising from reconciliation.The management however is of the view that there will be no material adjustments in this regard.

5 Sales Tax assessments have been finalised upto financial year 2006-07,however,assessment of some of the branches for the year 2006-07 are pending. Liability, if any, for the unassessed years remains unascertained

6 Previous year figures have been regrouped and rearranged, wherever necessary.

7 Utilization of Preferential Allotment Proceed

The proceeds of preferential allotment of 681702 convertible warrants made during the year, were utilized towards the objects as specified.

8 Micro and small scale business entities

There are no micro and small enterprises, to whom the company owes sums.which are outstanding for more than 45 days as at 30th June,2010. This information as required to be disclosed under the Micro,Small and Medium Enterprises Development Act,2006 which has been determined to the extent such parties have been identified on the basis of information available with the company.

9 Miscellaneous income includes dividend of Rs.67,47,633/-, previous year nil

10 Disclosure of Related Party Transactions in accordance with Accountng Standard (AS-18) " Related Party Disclosures".

(1) Relationship

(a) Related parties in which key managerial personnel or their relatives having significant influence

MVL Telecom Ltd. (formerly Media Industries Ltd.)

Balaji Tirupati Buildcon Ltd.

Media Satellite & Telecoms Ltd.

Media Magnetic Cassettes Ltd.

MVL Credit Holdings & Leasing Ltd.

MVL Solar Power Ltd.

Anukool Films Pvt.Ltd

MVL Ltd.

MVL Constructions Ltd.

Media Holdings Pvt. Ltd.

Prism Electronics

(b) Key Managerial Personnel

Mr. Prem Adip Rishi Mr. Rakesh Gupta Mr. Rajesh Galhotra

(c) Relatives of key managerial personnel where transactions have taken place -

Prem Adip Rishi (HUF) Mr. Anukool Rishi Mr. Arjun Rishi Mrs. Anuradha Rishi

Note : Related party relationship is as identified by the Company and relied upon by the auditors.

11 As per the best estimate of the Management, no provision is required to be made as per the Accounting Standard 29 issued by the Institute of Chartered Accountants of India, in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.

12 Information pursuant to Paragraph 3 & 4 of Part II of Schedule VI of the Companies Act, 1956:


Jun 30, 2009

PARTICULARS FOR THE YEAR ENDED FOR THE YEAR ENDED 30.6.2009 30.6.2008 (RS. IN LACS) (RS. IN LACS)

1 Contingent Liabilities

A. For Bank Guarantees 6.14 7.10

B. For Corporate Guarantees 1,250.00 1,250.00

1,256.14 1,257.10

2 The Companys operations comprise of only one Segment - "Consumer Electronic goods / accessories" and therefore thereare no other business / geographical segments to be reported as required under Accounting Standard (AS-17) "segment Reporting".

3 In the opinion of Directors, the current assets, loans and advances have a value on realisation in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet.

4 Previous year figures have been regrouped and rearranged, wherever necessary.

5 Sales Tax assessments have been finalised upto financial year 2005- 06,however,assessment of some of the branches for the year 2005-06 are pending. Liability, if any, for the unassessed years remains unascertained.

6 Small Scale Industrial Undertakings to whom sums exceeding Rs.1,00,000/- each are outstanding for more than 30 days,included in the Sundry Creditors are Rs. NIL (Previous Year NIL). This information has been indentitied by the management and relied upon by the auditors.

7 Some of the Debit and Credit Balances of Sundry Debtors,Creditors, ¦ Loans, advances & deposits are subject to confirmation.

8 Disclosure of Related Party Transactions in accordance with Accountng Standard (AS-18) " Related Party Disclosures".

(1) Relationship

(a) Wholly owned subsidiary

Media Industries Ltd.

(b) Other related parties in which key managerial personnel or their relatives having significant influence Balaji Tirupati Buildcon Ltd.

Media Sattelite & Telecoms Ltd. MVL Solar Power Ltd. Anukool Films Pvt.Ltd. MVL Ltd.

MVL Constructions Ltd. Media Holdings Pvt. Ltd.

(c) Key Managerial Personnel Mr.PremAdipRishi Mr.Rakesh Gupta

Mr. Rajesh Galhotra Mr. Krishna Kumar Mr. S.K.Varma Mr. Vinod Kumar Malik

(d) Relatives of key managerial personnel where transactions have taken place PremAdipRishi(HUF) Note : Related party relationship is as identified by the Company and relied upon by the auditors.

9 As per the best estimate of the Management, no provision is required to be made as per the Accounting Standard 29 issued by the Institute of Chartered Accountants of India, in respect of any present obligation as are result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.

 
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