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Notes to Accounts of POCL Enterprises Ltd.

Mar 31, 2015

Notes forming part of the financial statements DEMERGER NOTE:

1. The Hon'ble High Court of Madras vide its Order dated December 4, 2014 sanctioned the Scheme of Arrangement (Demerger) in Company Petition No. 339 of 2014 for the Demerger of four undertakings of M/s. Pondy Oxides and Chemicals Limited (Demerged Company) namely Metallic Oxides Division, Plastic Additives Division, Zinc Refining Division and Lead Alloying & Refining Division along with their related assets and liabilities into POCL Enterprises Limited (Resulting Company), effective from April 1,2013, as the appointed date.

2. The Net Profit/Loss for the period from Appointed Date i.e.,1st April 2013 to 31st March 2014 is adjusted in Surplus/(Deficit) in Statement of Profit and Loss.

3. The Financial Statements of the Company for the year ended March 31,2015 includes Assets, Liabilities and Results of Operations of four demerged undertakings and therefore the current year financials are strictly not comparable with the previous year financials.

4. The excess of assets over liabilites of Rs. 1162.77 Lakhs as on March 31,2013 relating to four undertakings have been transferred into the Company and corresponding adjustments have been given in share capital and reserves and surplus in the following manner:

(i) Share Capital - Rs. 557.60 Lakhs

(ii) Securities Premium Account - Rs. 85.21 Lakhs

(iii) General Reserves - Rs. 14.08 Lakhs

(iv) Surplus/(Deficit) in Profit & Loss Account - Rs. 505.88 Lakhs

Total - Rs. 1162.77 Lakhs

5. As per the Scheme of Arrangement (Demerger) as referred above, each member of M/s. Pondy Oxides and Chemicals Limited, whose name stood recorded in the Register of Members as on January 9, 2015 (Record Date) have been allotted 1 (One) Equity Share of Rs. 10/- each in the Company for every 2 (Two) Equity Shares of Rs. 10/- each held by the shareholder in M/s. Pondy Oxides and Chemicals Limited. Consequently, the same has been credited to Share Capital Account.

6. The 7,81,465 equity shares of Rs. 10/- each held by M/s. Pondy Oxides and Chemicals Limited in the Company had been cancelled pursuant to the Scheme of Demerger. Consequently the Company ceases to be subsidiary of Pondy Oxides and Chemcials Limited.

7. The Effective Date for the Scheme of Demerger is December 22, 2014, being the date on which the Certified True Copy of the High Court Order was filed with Registrar of Companies, Tamilnadu.

8. The Company is in the process of changing the names of certain properties/assets covered by the Scheme.

9. The Company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

10. Rs. 1.27 (NIL) Lakhs of Term Loan for Vehicle is secured by hypotheciation and repayable as per the terms of loan.

11. The above term loan was originally sanctioned to M/s. Pondy Oxides and Chemicals Limited and transferred to the Company along with the asset, on account of Demerger

12. Working Capital loans are secured by hypothecation of present and future stock of raw materials, stock- in-process, finished goods, stores & spares, book debts, materials in transit, etc., and guaranteed by promoter directors of the company

13. Unsecured Loans from others includes loans from Directors and Inter Corporate Borrowings.

14. Capital work in Progress of Rs. 4.85 Lakhs (NIL) is machinery under installation.

15. Adjustments on account of Demerger

16. In accordance with the requirement of Schedule II to the Companies Act, 2013, the Company has reassessed the useful life of the fixed assets and accordingly revised the life as per Schedule II to the Companies Act, 2013. Consequently an amount of Rs. 10.75 Lakhs (net of taxes) has been charged to the opening balance of retained earnings in respect of assets whose useful life is NIL as on April 1,2014

17. Employee Benefits (AS -15 revised)

As per Accounting Standard 15 " Employee Benefits", the disclosures as defined in the Accounting Standard are given below:

18. Defined Benefit Plan :

The Employee's Gratuity Liability has been made on actuarial basis. The Present value of obligation is determined by using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.


No dividend has been declared by the Company in the previous financial years and hence question on remittance of dividend in foreign currency does not arise.


Sl. Particulars As at 31st As at 31st No. March, March, 2015 2014

(I) Contigent Liabilities

(a) Performance/ Finance Guarantees 26.87 -

(b) Other Money for which the company is contingently liable

* Liability in respect of Letter 500.23 - of Credit Opened

* Liability in respect of Bills 194.56 - Discounted with Banks

(II) Commitments

(a) Estimted amount of contracts remaining to be executed on capital - - account and not provided for

The Company was engaged in the business of trading activities in the previous year which in the opinion of the Management is considered to be the only reportable business segment in the context of Accouting Standard- 17 on "Segment Reporting". Further there is no geographical segment applicable to the Company. Hence previous year figures are not reported

21. Related Party Disclosure in accordance with Accounting Standard 18, the disclosure required is given below

I) Related Parties with whom transaction have taken place during the year:

a) Key Managerial Personnel

1) Dr. Padam C Bansal Chairman (w.e.f 12/01/2015)

2) Mr. Devakar Bansal Managing (w.e.f 24/12/2014) Director

3) Mr. Sunil Kumar Joint Managing (w.e.f 24/12/2014) Bansal Director

4) Mr. Y V Raman Whole Time (w.e.f 24/12/2014) Director

5) Mr. Aashish Jain Company (w.e.f 24/12/2014) Secretary

b) Relative of Key Managerial Personnel

1) Mrs. Vandana Bansal W/o Mr. Devakar Bansal

2) Mrs. Neelam Bansal W/o Mr. Sunil Kumar Bansal

3) Mrs. Vijaya Bansal W/o Dr. Padam C Bansal

4) Mr. Harsh Bansal S/o Mr. Sunil Kumar Bansal

5) Mr. Ambar Bansal S/o Mr. Devakar Bansal

6) Mr. Sagar Bansal S/o Mr. Devakar Bansal

7) Mr. Anil Kumar Bansal Brother of Mr. Devakar Bansal

8) Mr. R P Bansal Brother of Mr. Devakar Bansal

c) Enterprise owned or significantly influenced by Key Managerial Personnel or their relatives

1) M/s. Ardee Industries Private Limited

2) M/s. Bansal Chemicals (India)

3) M/s. Bansal Metallic Oxides

22. Previous year figures have been regroped/rearranged wherever necessary