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Notes to Accounts of Oswal Agro Mills Ltd.

Mar 31, 2015

(i) Effective April 1, 2014, the company has revised the useful lives of Fixed Assets based on Schedule II to the Companies Act, 2013 for the purposes of providing depreciation on fixed assets. Accordingly, the carrying amount of assets as on April 1 , 2014 has been depreciated over the remaining useful lives of the fixed assets. Consequently, the depreciation for the year ended March 31, 2015 is lower and the profit before tax is higher to the extent of Rs. 42.24 thousand. Further, an amount of Rs. 29.82 thousand representing the carrying amount of assets with revised useful life as nil, has been charged to the opening balance of retained earnings as on April 1, 2014 pursuant to the Companies Act, 2013.

(ii) The company is in the process of appointing Independent Directors and regularizing its Committees and Composition of Board.

(iii) In the opinion of the management, all current assets and loan & advances as on March 31, 2015 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(iv) Previous year's figures have been regrouped /reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2014

1.1 RELATED PARTY DISCLOSURES - (AS- 18)

(I) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises over which major shareholders, key management personnel and their relatives have significant influence – Oswal Greentech Limited

– Lucky Star Entertainment Limited – Aruna Abhey Oswal Trust – Oswal Woolen Mills Ltd.

(b) Enterprises over which company has significant influence: – News Nations Networks Private Limited

(c) Enterprises controlled by the Company

– Oswal Overseas Limited, Dubai, UAE (wholly owned subsidiary company) – Oswal Brasil Refinaria de Petroleo, Brazil (Step down subsidiary)

(d) Directors, Key Management Personnel and their relatives Mr. Abhey Kumar Oswal, Director

Mr. Atul Kulshrestha (Brother of Mr. Sunil Kumar Kulshrestha, Director)*

Mr. Rajinder Pal Jolly, CS and CFO*

*w.e.f 12th September, 2013 as per Companies Act, 2013

*Transactions entered into on and after 12th September, 2013 are considered for the disclosure in accordance with Companies Act, 2013. # Associate Company in pursuance of the Companies Act, 2013.

1.2 SEGMENT - (AS-17)

The business segment is the primary segment of the Company consisting of:- (i) Investment Activities (ii) Real Estate (iii) Trading

1.3 OTHER NOTES:

(i) Employee benefits expenses (Notes - 2.22) and Other expenses (Notes-2.24) includes Rs.3,720.02 thousand (Previous Year Rs.3,340.52 thousand) being apportioned expenses incurred by a group company on behalf of this company.

(ii) In the opinion of the management, all current assets and loan & advances as on 31st March, 2014 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(iii) Previous year''s figures have been regrouped /reclassified wherever necessary to correspond with the current year''s classification/ disclosure.


Mar 31, 2013

1.1 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

As at 31.03.2013 As at 31.03.2012

a) Claims against the company not acknowledged as debts 38,404.53 30,359.52

b) Other money for which the company is contingently liable 1,422.73 41,966.73

1.2 RELATED PARTY DISCLOSURES

(I) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises over which major shareholders, key management personnel and their relatives have significant influence

– Oswal Greentech Limited

– Lucky Star Entertainment Limited

– Aruna Abhey Oswal Trust

– Sohanaa International Private Limited

(b) Key Management Personnel and their relatives:–

Mr. Abhey Kumar Oswal Mr. Anil Bhalla Mr. Shael Oswal

(c) Enterprises controlled by the Company

– Oswal Overseas Limited, Dubai, UAE (wholly owned subsidiary company) – Oswal Brasil Refinaria De Petroleo, Brazil (Step down subsidiary)

1.3 OTHER NOTES :

(i) Employee benefits expenses (Notes – 2.23 )and Other expenses (Notes – 2.25 ) includes Rs. 3340.52 thousand (Previous Year Rs. 3778.05 thousand) being apportioned expenses incurred by a group company on behalf of this company.

(ii) In the opinion of the management, all current assets and loan & advances as on 31st March, 2013 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(iii) Previous year''s figures have been regrouped /reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

(A) Rights, preference and restrictions attached to shares

Equity Shares : The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Employee Benefits

The Company has classified various employee benefits as under:

a) Defined Contribution Plans

The company has recognized the following amounts in the Profit and Loss Account for the year:

Employees Provident Fund including family pension fund Rs.96.13 thousand (Previous Year Rs. 290.90 thousand)

b) Defined Benefit Plans

(i) Valuation in respect of gratuity has been carried out by independent actuary, as at the Balance date, based on the following assumption:

NOTE - 1.1 Year ended March 31, 2012 Year ended March 31, 2011

CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF :

i) Claims against the company not acknowledged as debts 30,359.52 23,599.43

ii) Other money for which the company is contingently liable 41,966.73 40,543.99

NOTE - 1.2

(i) In the opinion of the management, all current assets and loan & advances as on 31st March, 2012 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(ii) No provision is required for investment made in the subsidiary company, since the management is of the view that the company will make sufficient profit in coming years and the said subsidiary will continue as a going concern.

NOTE - 1.3

(i) The figure of Other Expenses (Notes - 2.22) includes the provision made for Auditors Remuneration on the following account

(ii) Employee Benefit Expense (Notes- 2.20) and Other Expenses (Notes- 2.22) includes Rs 3778.05 thousand (Previous Year Rs. 4048.48 thousand) being apportioned expenses incurred by a group company on behalf of this company.

NOTE - 1.4

RELATED PARTY DISCLOSURES

(A) Related parties and transactions with them as identified by the management are given below:

(a) Enterprises over which major shareholders, key management personnel and their relatives have significant influence

- Oswal Greentech Ltd*

- Lucky Star Entertainment Ltd

- Aruna Abhey Oswal Trust

- Sohanaa International Pvt Ltd.

(b) Key Management Personnel and their relatives:-

Mr. Abhey Kumar Oswal

Mr. Anil Bhalla

Mr. Shael Oswal

(c) Enterprises controlled by the Company

- Oswal Overseas Ltd, Dubai, UAE (wholly owned subsidiary company)

- Oswal Brasil Refinaria De Petroleo, Brazil (Step down subsidiary)

NOTE - 1.5

Based on the information available with the Company, there are no dues as at March 31, 2012 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006". No interest is paid / payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

NOTE - 1.6

SEGMENT

The business segment is the primary segment of the Company consisting of:-

(i) Investment Activities

(ii) Real Estate

(iii) Trading

NOTE - 1.7

The revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped /reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

1. Contingent Liabilities

(Rs. in thousand)

Particulars As at 31.03.2011 As at 31.03.2010

Claims against the company not acknowledged as debt. 64,143.42 64,143.42

2. The leasehold land includes cost of Nil acres (previous year 150 acres) of land valuing Rs.Nil ( previous year Rs.3,300.10 thousand) acquired by the Company at Shahjahanpur (U.P.). The cost of this land represents payment of premium, development charges and stamp duty for execution of lease deed paid by the Company. The case regarding additional compensation is pending in the Court. Therefore, the additional compensation, if any, shall be accounted for as and when the case is decided.

3. During 1983 the Company had received interest free advance of USD 6 millions from M/s Indo Europe Food Limited, London as against export contract of USD 60 millions. The above advance received by the company is secured against Bank Guarantee for USD 6 millions and in lieu whereof the bank holds first charge over the movable, immovable, present and future assets of the Soyabean Processing Unit at Mandideep (M.P.) and has counter guarantee by the Chairman of the Company. The Company has further given a FDR of Rs.24,111.06 thousand (Previous Year Rs. 21,441.27 thousand) under Bank's lien as margin for Bank Guarantee. As per accounting policy of the Company, no effect has been given in the accounts to the fluctuation in the exchange rate on the above amount of advance, which were reflected on the exchange rate prevalent on the date of receipt of advance. As such the fluctuation, if any, will be accounted for as and when the matter is finalized.

In addition to the above export contract, the Company had also made exports of goods valuing Rs.30,936.11 thousand to M/s Indo Europe Food Limited, London for which export bills remain outstanding. As against outstanding export bills, the Company obtained a Decree dated 9th May 1989 from the Hon'ble Delhi High Court for an amount of Rs.38,386.29 thousand along with interest @ 12% p.a. from the date of Decree till the date of realization. In view of the above, Decree remains pending for execution, no provision for interest has been made in the Books of Accounts, which shall be accounted for in the year of realization. However, the Company has provisionally adjusted the over due export bills against the above referred advance received from M/s Indo Europe Food Limited.

4. In the opinion of the management, all current assets and loan & advances as on 31st March, 2011 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

5. The figure of Other Expenses (Schedule – XVI) includes the provision made for Auditors Remuneration on the following account *includes Rs. Nil (Previous Year Rs.10.00 thousand) for prior period ** includes Rs. Nil (Previous Year Rs.1.00 thousand) for prior period

6. Employee Cost (Schedule XIV) and Other Expenses (Schedule XVI) includes Rs 4,048.48 thousand (Previous Year Rs.3,701.28 thousand) being apportioned expenses incurred by a group company on behalf of the Group.

7. The Company has not charged any interest on loans given to certain enterprises aggregating to Rs.425,773.99 thousand outstanding as on 31st March, 2011 in terms of an arbitration award, which was mutually accepted by the borrowers and the company. The terms of repayment have been extended to 31st March, 2012 by way of an understanding between borrowers and the company.

8. Disclosures pursuant to clause 32 of the listing agreement Loans and advances in the nature of Loans given to company in which the directors are interested

9. Market value of Equity Shares of Oswal Chemicals & Fertilizers Ltd as at 31st March, 2011 was Rs.5,327,699.03 thousand (Previous Year Rs. 477,964.97 thousand).

10. No provision is required for investment made in the subsidiary company, since the management is of the view that the company will make sufficient profit in coming years and the said subsidiary will continue as a going concern.

Previous year figures are given in bracket

11. Based on the information available with the Company, there are no dues as at March 31, 2011 payable to enterprises covered under "Micro, Small and Medium Enterprises Development Act, 2006". No interest is paid / payable by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006.

12. Earnings Per Share (EPS) – Numerators and Denominators used to calculate basic and diluted earning per share *Oswal Chemicals & Fertilizers Ltd becomes an associate of the company w.e.f. 22.10.2010.

13. Employee Benefits

The Company has classified various employee benefits as under:

a) Defined Contribution Plans

The company has recognized the following amounts in the Profit and Loss Account for the year:

Employees Provident Fund including family pension fund Rs.290.90 thousand (Previous Year Rs.120.88 thousand)

The Company expects to contribute Rs.34.86 thousand during the next year.

14. The corresponding figures of the previous year have been regrouped/ reclassified, wherever necessary


Mar 31, 2010

1. Contingent Liabilities (Rs.in thousand) Particulars As at 31.3.2010 As as 31.3.2009 Claims against the company not acknowledged as debt. 64,143.42 100,709.84

2. The leasehold land includes cost of 150 acres (previous year 150 acres) of land valuing Rs.3300.10 thousand ( previous year Rs 6441.50 thousand) acquired by the Company at Shahjahanpur (U.P.). The cost of this land represents payment of premium, development charges and stamp duty for execution of lease deed paid by the Company. The case regarding additional compensation is pending in the Court. Therefore, the additional compensation, if any, shall be accounted for as and when the case is decided.

3. During 1983 the Company had received interest free advance of USD 6 million from M/s Indo Europe Food Limited, London as against export contract of USD 60 millions. The above advance received by the company is secured against Bank Guarantee for USD 6 millions and in lieu whereof the bank holds first charge over the movable, immovable, present and future assets of the Soyabean Processing Unit at Mandideep (M.P.) and has counter guarantee by the Chairman of the Company. The Company has further given a FDR of Rs. 21,441.27 thousand (Previous Year Rs. 21,441.27 thousand) under Banks lien as margin for Bank Guarantee. As per accounting policy of the Company, no effect has been given in the accounts to the fluctuation in the exchange rate on the above amount of advance, which were reflected on the exchange rate prevalent on the date of receipt of advance. As such the fluctuation, if any, will be accounted for as and when the matter is finalized.

In addition to the above export contract, the Company had also made exports of goods valuing Rs.30,936.11 thousand to M/s Indo Europe Food Limited, London for which export bills remain outstanding. As against outstanding export bills, the Company obtained a Decree dated 9th May 1989 from the Honble Delhi High Court for an amount of Rs.38,386.29 thousand along with interest @ 12% p.a. from the date of Decree till the date of realization. In view of the above, Decree remains pending for execution, no provision for interest has been made in the Books of Accounts, which shall be accounted for in the year of realization. However, the Company has provisionally adjusted the over due export bills against the above referred advance received from M/s Indo Europe Food Limited.

4. Certain debit/credit balances are subject to confirmations and reconciliation. Consequential revenue impact, if any, is not ascertainable.

5. In the opinion of the management, Current Assets and loan & advances as on 31st March, 2010 have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

6. The company has contributed of Rs. 100 thousands for charitable purpose in excess of limit specified in Section 293(1)(e) of the Companies Act, 1956. The said contribution is subject to the approval of the shareholders.

7. Employee Cost (Schedule XIV) and Other Expenses (Schedule XVI) includes Rs 3,701.28 thousand (Previous Year Rs. 2,898.34 thousand) being apportioned expenses incurred by a group company on behalf of the Group.

8. The Company has not charged any interest on loans given to certain enterprises aggregating to Rs. 555,480.11 thousand outstanding as on 31st March 2010 in terms of an arbitration award, which was mutually accepted, by the borrowers and the company. The terms of repayment have been extended to 31st March, 2012 by way of an understanding between borrowers and the company.

9. Balances written off include business losses of Nil (Previous year Rs. 100,000 thousand) on account of assignment of real estate contract due to adverse market conditions.

10. Market value of Equity Shares of Oswal Chemicals & Fertilizers Ltd as at 31st March 2010 was Rs. 477,964.97 thousand (previous year Rs. 306,831.77 thousand).

11. No provision is required for investment made in the subsidiary company, since the management is of the view that the company will make sufficient profit in coming years and the said subsidiary will continue as a going concern.

12. Related Party Disclosures

Related parties and transactions with them as identified by the management are given below:

1. Enterprises over which major shareholders, key management personnel and their relatives have significant influence – Oswal Chemicals & Fertilizers Ltd.

– Lucky Star Entertainment Ltd. – Aruna Abhey Oswal Trust – Sohanaa International Pvt Ltd.

2. Key Management Personnel and their relatives:- Mr. Abhey Kumar Oswal, Mr. Anil Bhalla, Mr. Shael Oswal

3. Enterprises controlled by the Company (wholly owned subsidiary companies) – Oswal Overseas Ltd, Dubai, UAE

– Oswal Brasil Refinaria De Petroleo, Brazil

13. Segment Reporting

The business segment is the primary segment of the Company consisting of -

a) Investing Activities

b) Real Estate

14. Employee Benefits

The Company has classified various employee benefits as under:

a) Defined Contribution Plans

The company has recognized the following amounts in the Profit and Loss Account for the year:

Employees Provident Fund including family pension fund Rs.120.88 thousand (Previous Year Rs. 121.13 thousand)

15. The corresponding figures of the previous year have been regrouped/ reclassified, wherever necessary.