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Notes to Accounts of Sam Industries Ltd.

Mar 31, 2015

1. EMPLOYEE BENEFIT

As required by Revised AS 15, Provident fund and gratuity are defined contribution scheme and the contributions made are charged to profit & loss account. Leave encashment liability is a defined benefit obligation and is provided for on the basis of actuarial valuation done using projected unit credit method at the end of the financial year. Defined Benefit Plans/ Long Term Compensated Absence as per Actuarial Valuation on 31st March 2015:-

2. LEASES

(i) The company has not taken so far any asset on finance lease during the year. In respect of operating lease of office premises the leasing arrangements which are not non cancelable range between 11 months and 39 months generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of lease rental payable are charged as rent under the head "office and administrative expenses Rs.573036 (Previous Year Rs.568945) has been charged to revenue accordance with the terms and conditions of respective lease agreement.

(ii) Future Minimum lease rental in respect of Assets given on operating lease in the form of Building and Plant & Machinery

The minimum future lease payment as on 31/03/2015 are as under:

3. Segment Reporting : 31.1 Business Segments :-

In the opinion of the management and as per the explanation given to us, there are four reportable segment of the company

(1) Soya Division (Up to August 2013)

(2) Welding Division

(3) Real Estate Division

(4) Investment Division

a. Segmental revenue includes sales and other income directly indentifiable with/allocable to the Particular segment.

b. Segmental expenses that are directly identifiable with allocable to particulars segment are considered for determining the segment result.

4. Related Parties Disclosure

As per Accounting Standard -18 issued by the Institute of Chartered Accountants of India, the Company's related parties and transactions are disclosed below:

(a) Holding Company - Sam Exim Limited.

(b) Associated Companies– Ability Dealtrade Pvt. Ltd., Chronos Retail Pvt. Ltd., Dwekam Electrodes Private Ltd., Dwekam Weld-Tech Private Ltd., Anisha Realty Pvt. Ltd., D&H Secheron Projects Pvt. Ltd., D&H Secheron Resources Pvt. Ltd., Dwekam Realty Pvt. Ltd., D&H Secheron Realty Pvt. Ltd., D&H Secheron Impex Pvt. Ltd,. Indian Organics & Pharmaceuticals Pvt. Ltd., Indore Aeromatics Pvt. Ltd., Indotrade India Ltd., Manapa Project Developers LLP, Mandhari Trading Pvt. Ltd., Minimart Tie-up Pvt. Ltd., Swan Finance Ltd., NSB Securities Pvt. Ltd., DKG Finvest Pvt. Ltd. Solartech Multitrade Pvt. Ltd., Venus Multitrade Pvt. Ltd.

(c) Key Managerial Person –Mr. Ashutosh A Maheshwari, Chairman, Mr. Anil Maloo, Executive Director (Up to December 2014), Mrs. Gitanjali A. Maheshwari, Whole Time Director (from August 2014) & Mrs. Kishore Kale, Director (from November 2014).

(d) Relative - Mrs. Seema A. Maheshwari & Suman A Maheshwari.

5. Derivative Instruments

The Company has not entered into any forward derivative instruments to hedge the foreign currency during the year.

6. Disclouser required under section 22 for Micro, Small & Medium Enterprises:

a. Trade payable includes Rs. NIL (Previous year Rs. NIL) due to Micro & Small Enterprises registered under the Micro, Small & Medium Enterprises Development Act, 2006 (MSMED, Act 2006) .

b. No interest is paid / payable during the year to any enterprise registered under the MSME.

c. The above information has been determined to the extent such parties could be identified on the basis of the information available to the company, regarding the status of the supplier under the MSME.

7. (a) The business activities of Soya Division have been discontinued during the previous year and the management has decided to close the operation of the said division by selling out its Plant & Machineries etc. (b) Certain Plant & Machinery of Soya Division retired from the Active use of the business in previous year and the company has sold out most of the assets during the year and some remaining assets have been stated as "Assets held for disposal" and shown under "Other Current Assets".

8. In the opinion of the Board, the current assets, loans and advances have a value on realization on the ordinary course of business, at least equal to the amount at which the same is stated in the Balance Sheet. There are no contingent liabilities other than those stated above.

9. The Company has reclassified and regrouped the Previous Year Figures to confirm the current classification.


Mar 31, 2014

I. BACKGROUND:

SAM INDUSTRIES LIMITED was incorporated on 7th February 1994 and commenced its business operation on 5th October 1994. The Company is presently doing the business of operating lease of Welding Electrodes, Real estate & Investment business. However the company has discontinued the business of Soya.

1. Terms / Rights Attached to Shares Equity Shares The Company has only one class of Equity shares having a par value of 10/-. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees if any

During the Year Ended 31st March 2014 the amount per share dividend recognized as distributions to equity shareholders was Rs. NIL( For 31st March 2013 was Rs NIL).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. EMPLOYEE BENEFIT

As required by Revised AS 15, Provident fund and gratuity are defined contribution scheme and the contributions made are charged to profit & loss account. Leave encashment liability is a defined benefit obligation and is provided for on the basis of actuarial valuation done using projected unit credit method at the end of the financial year.

Defined Benefit Plans/ Long Term Compensated Absence as per Actuarial Valuation on 31st March 2014:-

3. LEASES

(i) The company has not taken so far any asset on finance lease during the year. In respect of operating lease of office premises the leasing arrangements which are not non cancelable range between 11 months and 39 months generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of lease rental payable are charged as rent under the head "office and administrative expenses Rs.5,68,945 (Previous Year Rs.4,88,412) has been charged to revenue accordance with the terms and conditions of respective lease agreement.

4. Related Parties Disclosure

As per Accounting Standard -18 issued by the Institute of Chartered Accountants of India, the Company''s related parties and transactions are disclosed below:

(a) Holding Company - Sam Exim Limited.

(b) Associated Companies- Dwekam Electrodes Private Limited, Dwekam Weld- Tech Private Limited, AAM Venture Pvt. Ltd., Anisha Realty Pvt. Ltd., Dwekam Realty Pvt. Ltd., D&H Secheron Realty Pvt. Ltd., D&H Secheron Impex Pvt. Ltd,. Indore Aeromatics Pvt. Ltd., Swan Finance Ltd., NSB Securities Pvt. Ltd., DKG Finvest Pvt. Ltd.

(c) Key Managerial Person -Mr. Ashutosh A Maheshwari, Chairman, Mr. Anil Maloo, Executive Director & Mr. Ashish Dave, Technical Director (Up to December 2012).

(d) Relative - Mr. Arvind A. Maheshwari, Arvind A. Maheshwari-HUF and Mrs. Seema A. Maheshwari, Suman A Maheshwari.

5. Contingent Liabilities

Contingent Liabilities not provided for

36.1 Sales tax demands (in appeal/revision) 7,85,000 7,85,000

6. Derivative Instruments

The Company has not entered into any forward derivative instruments to hedge the foreign currency during the year.

7. Disclosure required under section 22 for Micro, Small & Medium Enterprises:

a. Trade payable includes Rs. NIL (Previous year Rs. 3,14,003/-) due to Micro & Small Enterprises registered under the Micro, Small & Medium Enterprises Development Act, 2006 (MSMED, Act 2006) .

b. No interest is paid / payable during the year to any enterprise registered under the MSME.

c. The above information has been determined to the extent such parties could be identified on the basis of the information available to the company, regarding the status of the supplier under the MSME.

8. (a) The business activities of Soya Division have been discontinued during the year and the management has decided to close the operation of the said division by selling out its Plant & Machineries etc. However the building & Other assets are being used by the other divisions of the company. In view of the above the company has impaired the assets of this division in 2012-13 also and booked a loss of Rs. 36,40,853/- considering the realizable value of Plant. Again the company got further valuation of the remaining Plant & Machinery which were lying as on 31.03.2014 and provided further impairment loss of Rs. 25,54,373 in this year.

(b) Certain Plant & Machinery of Soya Division retired from the Active use of the business and the company has decided to sell out the same have been stated as "Assets held for disposal" and shown under "Other Current Assets"

9. Assets held for disposal includes certain part of Assets that are lying with third Parties on our behalf.

10. In the opinion of the Board, the current assets, loans and advances have a value on realization on the ordinary course of business, at least equal to the amount at which the same is stated in the Balance Sheet. There are no contingent liabilities other than those stated above.

11. The Company has reclassified and regrouped the Previous Year Figures to confirm the current classification.


Mar 31, 2013

1. BACKGROUND:

SAM INDUSTRIES LIMITED was incorporated on 7th February, 1994 and commenced its business operation on 5th October, 1994. The Company is presently doing the business of Soya, operating lease of Welding Electrodes, Real estate & Investment business.

2 LEASES

The company has not taken so far any asset on finance lease during the year. In respect of operating lease of office premises the leasing arrangements which are not non cancelable range between 11 months and 39 months generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of lease rental payable are charged as rent under the head office and administrative expenses Rs.4,88,412 (Previous Year Rs.4,97,824) has been charged to revenue accordance with the terms and conditions of respective lease agreement.

3. Processing Charges Income includes commitment charges received on account of non execution of contract and also netting of Commitment charges paid during the year.

4. In the opinion of the Board, the current assets, loans and advances have a value on realization on the ordinary course of business, at least equal to the amount at which the same is stated in the Balance Sheet. There are no contingent liabilities other than those stated above.

5. The Company has reclassified and regrouped the Previous Year Figures to confirm the current classification.


Mar 31, 2012

I. BACKGROUND:

SAM INDUSTRIES LIMITED was incorporated on 7th February 1994 and commenced its business operation on 5th October 1994. The Company is presently doing the business of Soya, operating lease of Welding Electrodes, Real estate & Investment business.

Note - "1" EMPLOYEE BENEFIT

As required by Revised AS 15, Provident fund and gratuity are defined contribution scheme and the contributions made are charged to profit & loss account. Leave encasement liability is a defined benefit obligation and is provided for on the basis of actuarial valuation done using projected unit credit method at the end of the financial year. Defined Benefit Plans/ Long Term Compensated Absence as per Actuarial Valuation on 31st March 2012.

Note - "2" LEASES

The company has not taken so far any asset on finance lease during the year. In respect of operating lease of office premises the leasing arrangements which are not non cancelable range between 11 months and 39 months generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of lease rental payable are charged as rent under the head "office and administrative expenses Rs.4,97,824 (Previous Year Rs.4,82,508) has been charged to revenue accordance with the terms and conditions of respective lease agreement.

Note - "3" Segment Reporting:

3.1 Business Segments:-

In the opinion of the management and as per the explanation given to us, there are four reportable segments of the company

1) Soya Division

2) Welding Division

3) Real Estate Division

4) Investment Division

a. Segmental revenue includes sales and other income directly identifiable with allocable to the Particular segment.

3.2 Geographical Segments:-

The Company caters mainly to the need of Indian market. The Export Turnover is Nil.

Note - "4” Related Parties Disclosure

As per Accounting Standard -18 issued by the Institute of Chartered Accountants of India, the Company's related parties and transactions are disclosed below:

(a) Holding Company - Sam Exim Limited

(b) Associated Companies– Dwekam Electrodes Private Limited and Dwekam Weld-Tech Private Limited.

© Key Managerial Person –Mr. Ashutosh A Maheshwari, Chairman, Mr. Anil Maloo, Executive Director & Mr. Ashish Dave,

Technical Director (b) Relative – Mr. Arvind A. Maheshwari and Mrs. Seema A. Maheshwari

Note - "5" Contingent Liabilities

(Amount in Rs.)

Contingent Liabilities not provided for 2011-12 2010-11

Guarantee issued/ Letter of credit issued by the bankers

1. 3,00,000 3,00,000 covered by the counter Guarantee of the company

2. Sales tax demands (in appeal/revision) 7,85,000 7,85,000

3. Excise Duty

4. Guarantee to financial institution

5. Income Tax demands (in Appeal)

6. Claims against the company not acknowledged as debts

Note- "6" Derivative Instruments

The Company has not entered into any forward derivative instruments to hedge the foreign currency during the year.

Note - "7" Disclosure required under section 22 for Micro, Small & Medium Enterprises:

a. Trade payable includes Rs. 3,14,003/- (Previous year Rs. 6,33,929/-) due to Micro & Small Enterprises registered under t h e Micro, Small & Medium Enterprises Development Act, 2006 (MSMED, Act 2006) .

b. No interest is paid / payable during the year to any enterprise registered under the MSME.

c. The above information has been determined to the extend such parties could be identified on the basis of the information available to the company, regarding the status of the supplier under the MSME.

Note - "8" Processing Charges Income includes commitment charges received on account of non execution of contract and also netting of Commitment charges paid during the year.

Note - "9" In the opinion of the Board, the current assets, loans and advances have a value on realization on the ordinary course of business, at least equal to the amount at which the same is stated in the Balance Sheet. There are no contingent liabilities other than those stated above.

Note - "10" Till the Year End 31-03-2011 the company was using old Schedule VI of the Companies Act 1956, for the preparation and presentation of its Financial Statements. During the year ended 31-03-2012, the Revised Schedule VI notified under the Companies Act 1956, has became applicable to the Company. The Company has reclassified and regrouped the Previous Year Figures to confirm the current classification.


Mar 31, 2010

1. BACKGROUND:

SAM INDUSTRIES LIMITED was incorporated on 7™ February 1994 and commenced its business operation in 5TH October 1994. The Company is presently doing the business of Soya, on operating lease of Welding Electrodes, Real estate, & Investment business.

(Rs. in Lacs)

2009-2010 2008-2009

Estimated amount of contracts remaining to be executed on Capital - 5.13

2. Contingent Liability not Provided for

Guarantee issued / Letter of credit issued by the bankers _ covered by the counter Guarantee of the company 3.00 -

2.2 Sales tax demands (in appeal / revision) 7.85 7.85

2.3 Excise Duty - -

2.4 Guarantee to financial institution for - -

2.5 Income tax demands (in appeal) - -

2.6 Claims against the company not acknowledged as debts 3 Auditors Remuneration

3.1 Audit Fees 0.50 0.50

3.2 Tax Audit & Tax Accounts 0.25 0.25

3.3 Other Professional Sen/ices 0.01 0.00

3.4 Service Tax 0.08 0.08

4. In the opinion of the Board, the current assets, loans and advances have a value on realization on the ordinary course of business, at least equal to the amount at which the same is stated in the Balance Sheet. There are no contingent liabilities other than those stated above.

5. ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PARA 3 AND 4 OF PART II OF SCHEDULE VI OF THE COMPANIES ACT, 1956.

6. The Company, to confirm to accounting standard i.e. accounting for investment issued by the Institute of chartered Accountants of India that are mandatory, value the carrying amount of current investments at lower of cost or fair market value. Accordingly the company has reversed the excess provision for diminution in the value of investments to the extent of Rs. 31.95 Lacs during the year. (Previous Year Rs. 51.07 Lacs has been provided for diminution in the value)

7. Actuarial Valuation:

(a) As required by Revised AS 15, Provident fund and gratuity are defined contribution scheme and the contributions made are charged to profit & loss account. Leave encashment liability is a defined benefit obligation and is provided for on the basis of actuarial valuation done using projected unit credit method at the end of the financial year.

(b) Defined Benefit Plans/ Long Term Compensated Absence as per Actuarial Valuation on 31st March 2010-

(c) The Liability relating to current year has been debited to profit & loss account.

8. MICRO SMALL & MEDIUM ENTERPRISES:

Under, the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2nd October 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31st March 2010 has been made in the financial statements based on information received and available with the Company. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

9. The Company has made Reserve of Rs.2,10,00,000/- (Previous Year Rs. 1,05,00,000/-) towards redemption of 9% Cumulative Redeemable preference Shares of Rs.100/- each, during the year as per the Resolution approved by Board of Directors out of current year profits.

10. The company has not taken so far any asset on finance lease during the year. In respect of operating lease of office premises the leasing arrangements which are not non cancelable range between 11 months and 39 months generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of lease rental payable are charged as rent under the head "office and administrative expenses Rs.5.30 Lacs (Previous Year Rs.5.42 Lacs) has been charged to revenue accordance with the terms and conditions of respective lease agreement.

11. On the basis of the information and explanation given to us by the management, No impairment loss in respect of assets has been recognized during the financial year 2009-10.

12. Related Parties Disclosure

As per Accounting Standard -18 issued by the Institute of Chartered Accountants of India, the Companys related parties and transactions are disclosed below:

(a) Holding Company -Sam Exim Limited

(b) Associated Companies Dwekam Electrodes Private Limited and Dwekam Weld-Tech Limited.

(c) Key Managerial Person Mr. Anil Maloo, Executive Director, Mr. Ashutosh A Maheshwari, Vice Chairman, Mr. Ashish Dave, Technical Director and Mr. Brij Kishore Jalan, Director.

(d) Relative Mr. Arvind A. Maheshwari and Mrs. Seema A. Maheshwari

13. The Company has not entered into any forward derivative instruments to hedge the foreign currency during the year.

14. Segment Reporting

14.1 Business Segments:- In the opinion of the management and as per the explanation given to us, there are five reportable segments of the company

1) Soya Division

2) Welding Division

3) Investment Division

4) Real Estate Division

5) Biotech Division

a. Segmental revenue includes sales and other income directly identifiable with allocable to the Particular segment.

14.2 Geographical Segments :-

The Company caters mainly to the need of Indian market. The Export Turnover is only Rupees 11.77 lacs (0.55%).

15. Provision for Income Tax has been made as per normal rates applicable to a company as per the Income Tax Act.

16. The valuation of closing stock of finished goods includes excise Duty payable Rs. 10,448/- (Previous Year Rs. 3,08,344/-)

17. The Company is continue in claiming exemption from paying Vat Tax Collected Vide its notification Number A-3-(l)-95-ST-V (43) dated 6th June 1995.

18. Processing Charges Income includes commitment charges received on account of non execution of contract also.

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


Mar 31, 2009

(Rs. in Lacs)

1. Contingent liability 2008-2009 2007-2008

a) Estimated amount of contracts remaining to be executed 5.13 36.51 on capital amount and not provided for

b) Contingent Liability not Provided for

I. Guarantee issued / Letter of credit issued by the bankers .. .... covered by the counter Guarantee of the company

II. Sales tax demands (in appeal / revision) 7.85 7.85

III. Excise Duty (in appeal) Nil Nil

IV. Guarantee to financial institution for Nil Nil

V. Compound Interest, Commitment Charges & Liquidated Damage due to Secured Creditors Nil Nil (not provided / not ascertainable)

VI. Income tax demands (in appeal) Nil Nil

2. The Company, to confirm to accounting standard i.e. accounting for investment issued by the Institute of chartered Accountants of India that are mandatory, value the carrying amount of current investments at lower of cost or fair market value. Accordingly the company has made provision for diminution in the value of investments to the extent of Rs. 51.07 Lacs during the year.(Previous Year 21.25 lacs)

3. In the opinion of the Board, the current assets, loans and advances have a value on realization on the ordinary course of business, at least equal to the amount at which the same is stated in the Balance Sheet. There are no contingent liabilities other than those stated above.

4. Actuarial Valuation:

(A) As required by Revised AS 15, Provident fund and gratuity are defined contribution scheme and the contributions made are charged to profit & loss account. Leave encashment liability is a defined benefit obligation and is provided for on the basis of actuarial valuation done using projected unit credit method atthe end of the financial year.

(B) The Liability relating to current year has been debited to profit & loss account and gain/excess provisions relating to earlier years has been reduced from reserves.

(C) Defined Benefit Plans/ Long Term Compensated Absence as per Actuarial Valuation on 31st March 2009:-

5. SSI STATUS:

(a) In view of insufficient information from the suppliers regarding their status as Small Scale Industrial (SSI) Unit, amount over due to Small SSI Undertakings as on 31st March, 2009 cannot be ascertained at present.

(b) The company is still in the process of compiling details as required under the Micro small and medium Enterprise Development Act, 2006

6. Reserve of Rs. 1,05,00,000/- (Previous Year Rs. 2,10,00,000/-) towards redemption of 9% Cumulative Redeemable preference Shares of Rs.100/- each has been made during the year as per Board Resolution out of current profits as per Profit & Loss Account.

7. Director remuneration paid is as per approval of share holders and schedule XIII of the Companies Act 1956

8. In respect of accounting Standard AS-19 "lease" issued by the Institute of chartered Accountants of India that is mandatory w. e. f. 1st April 2001 and is applicable to all leased assets for which lease commences on or after 1st April 2001, the company has not taken so far any asset on finance lease during the year .In respect of operating lease of office premises the leasing arrangements which are not non cancelable range between 11 months and 39 months generally or longer and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of lease rental payable are charged as rent under the head "office and administrative expenses Rs.5.42 Lacs (Previous Year Rs. 4.05 Lacs) has been charged to revenue accordance with the terms and conditions of respective lease agreement.

9. On the basis of the information and explanation given to us by the management, No impairment loss in respect of assets has been recognized during the financial year 2008-09.

10. Segment Reporting

As per Accounting Standard -18 issued by the Institute of Chartered Accountants of India, the Companys related parties and transactions are disclosed below:

(a) Holding Company-Sam Exim Limited

(b) Associated Companies Dwekam Electrodes Private Limited and Dwekam Weld-Tech Limited.

(c) Key Managerial Person Mr. Anil Maloo, Executive Director, Mr. Ashutosh A Maheshwari, Vice Chairman, Mr. Ashish Dave, Technical Director and Mr. BriJ Klshore Jalan, Director

(d) Relative Mr. Arvind A. Maheshwari and Mrs. Seema A. Maheshwari

11. The Company has not entered Into any forward derivative instruments to hedge the foreign currency during the year.

12. Segment Reporting

In the opinion of the management and as per the explanation given to us, there are five reportable segments of the company

1) Soya Division

2) Welding Division

3) Investment Division

4) Real Estate Division

5) Biotech Division

a. Segmental revenue Includes sales and other income directly Identifiable with allocable to the Particular segment.

13. Provision for Income Tax has been made as per normal rates applicable to a company as per the Income Tax Act

14. The valuation of closing stock of finished goods includes excise Duty payable Rs.3,08,344/-

15. The Company is claiming exemption from paying Vat Tax Collected Vide its notification Number A-3-(l)-95-ST-V (43) dated 6th June 1995.

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