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Notes to Accounts of Shardul Securities Ltd.

Mar 31, 2015

1. The Company has followed the Reserve Bank of India Guidelines applicable to the Non Banking Financial Companies in respect of prudential norms for Income Recognition, Assets Classification and Capital Adequacy.

2. In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions of all known liabilities are adequate and neither in excess of or nor short of the amounts reasonably necessary.

3. Related Party Disclosures:

List of related parties with whom transactions have taken place during the year:

i) Subsidiary :

Shriyam Broking Intermediary Limited.

ii) Group Cos or Firms/Associate Co Chaturvedi & Shah

Antique Finance Pvt Ltd (upto 29/03/15)

iii) Key Managerial Personnel:

Mr R. Sundaresan - Executive Director

Ms Monika Agarwal - Executive Director & Company Secretary w.e.f. 11/02/15

Mr Saurabh Chaturvedi - CFO

4. Significant Related Party Transactions during the year:

1. Payment and provision for remuneration and services, includes Rs. 6.50 lacs as Salary paid to Shri R. Sundaresan, Executive Director, Rs. 9.50 lacs as Salary paid to Ms Monika Agarwal, Executive Director & Company Secretary and Rs. 10.00 lacs paid to Shri Saurabh Chaturvedi, CFO.

2. Expenses for Trading Activities includes Rs 8.10 lacs paid to Shriyam Broking Intermediary Ltd. Subsidiary Company.

3. Income from Compensation includes Rs. 96.00 lacs received from Chaturvedi & Shah, and Rs. 1.00 Lac from Antique Finance Pvt Ltd. (Excluding Service Tax).

5. In the opinion of the management, the Company is mainly engaged in the business of Investment Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments as per Accounting Standard (AS) 17 on "Segment Reporting".

6. The Company has followed Accounting Standard 15(revised), Accounting for Retirement benefits.

* Contribution to Provident Fund of Rs. 0.93 lacs is charged to the Statement of Profit and Loss as per applicable law / rules.

* The Company has taken Group Gratuity scheme of Life Insurance Corporation of India for gratuity payable to the employees. Liability for the year end obligation, based on an actuarial valuation as per the projected unit credit method as at the reporting date, is charged to the Statement of Profit and Loss and accordingly Provision for the gratuity liability amounting to Rs. 0.02 lacs has been made during the year by the company based on the valuation report of the Life Insurance Corporation (Actuarial Valuer).

* The Company belongs to an industry which faces a high attrition rate and hence the leave balance accrued is either availed or fully paid off.

7. Directors Remuneration :

Salary to Executive Directors as under (include under the head payment to employees):-

Shri R. Sundaresan Rs. 6.50 Lacs ( P.Y. Rs. 6.50 Lacs )

Ms. Monika Agarwal Rs. 9.50 Lacs (w.e.f. 11/02/2015)

8. Information relating to the payment to Executive Directors does not include payment for gratuity, which is provided for group of employees on an overall basis and as per the actuarial valuation report of the Life Insurance Corporation of India.

9. During the year, remuneration paid to the directors are within the prescribed limit of section 196,197 & 203 read with Schedule V of the Companies Act, 2013.

10. The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January 2011 has issued directions to all NBFC's to make provision of 0.25% against standard assets with immediate effect. Accordingly, the company has made reversal of provision of Rs. (3.93) Lacs during the year against standard assets which has been charged to Statement of Profit & Loss. The above provision is treated as Tier II Capital.

11. Contingent Liabilities:

(Rs. in Lacs

Particulars As at As at 31st March, 31st March, 2015 2014

Allotment money & Calls unpaid on 98.19 98.19 partly paid shares / Debentures

12. The Company has filed appeal with the Commissioner of Income Tax - Appeals - 8 for AY 2012 - 13 for disputed tax refund of Rs. 3,61,172/- arose on account of disallowance u/s 14A.

13. MAT credit entitlement of Rs. 252.81 lacs as per the returns filed upto assessment year 2014 - 15 is not considered in absence of certainty of encashment considering substantial exposure to equity market.

14. Company has applied the estimated useful lives of its fixed assets w.e.f. 01/04/2014 as per Schedule II of the Companies Act, 2013. Accordingly, depreciation for the Year ended 31st March, 2015 is higher by Rs.4.69 lacs respectively. The written down value of Fixed Assets whose lives have expired as at 1st April, 2014 have been adjusted net of tax, in the opening balance of Profit and Loss account amounting to Rs. 30.55 Lacs and against deferred tax amounting to Rs. 15.74 Lacs.

15. Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. The Company is in the process of compiling relevant information from its suppliers about their coverage under the Act. Since the relevant information is not readily available, no disclosures have been made in the Accounts. note 32

16. Previous year's figures have been regrouped, rearranged and / or reclassified wherever necessary.


Mar 31, 2014

Note 1

The Company has followed the Reserve Bank of India Guidelines applicable to the Non Banking Financial Companies in respect of prudential norms for Income Recognition, Assets Classification and Capital Adequacy.

Note 2

In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions of all known liabilities are adequate and neither in excess of or nor short of the amounts reasonably necessary.

Note 3

Related Party Disclosures:

List of related parties with whom transactions have taken place during the year: i) Subsidiary:

Shriyam Broking Intermediary Limited, ii) Associates/ Group Cos or Firms:

Antique Finance Private Limited

Chaturvedi & Shah i i i) Key Managerial Personnel:

Shri R. Sundaresan - Executive Director

Shri Saurabh Chaturvedi - CFO

iv) Transactions during the year with related parties. (Reimbursement of expenses has not been treated as related party transactions.)

Significant Related Party Transactions during the year:

1. Payment and provision for remuneration and services, includes Rs. 6.50 lacs as Salary paid to Shri R. Sundaresan Executive Director, and Rs. 8.29 lacs paid to Shri Saurabh Chaturvedi CFO.

2. Expenses for Trading Activities includes Rs 3.98 lacs paidtoShriyam Broking Intermediary Ltd. Subsidiary Company & Rs. 0.28 lacs paid to Antique Stock Broking Ltd, subsidiary of Antique Finance Pvt Ltd. an Associate Company.

3. Income from Compensation includes Rs. 63.00 lacs received from Chaturvedi & Shah, a Associate Firm.(Excluding Service Tax).

Note 4

In the opinion of the management, the Company is mainly engaged in the business of Investment Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments as per Accounting Standard (AS) 17 on "Segment Reporting".

Note 5

Disclosure of loans / advances and investments in its own shares by the listed companies, their subsidiary, associates etc. (as certified by the management)

Note 6

The Company has followed Accounting Standard 15(revised), Accounting for Retirement benefits.

Contribution to Provident Fund of Rs. 0.64 lacs is charged to the Statement of Profit and Loss as per applicable law / rules.

The Company has taken Group Gratuity scheme of Life Insurance Corporation of India for gratuity payable to the employees. Liability for the year end obligation, based on an actuarial valuation as per the projected unit credit method as at the reporting date, is charged to the Statement of Profit and Loss. And accordingly Provision for the gratuity liability amounting to Rs. 0.02 lacs has been made during the year by the company based on the valuation report of the Life Insurance Corporation (Actuarial Valuer).

The Company belongs to an industry which faces a high attrition rate and hence the leave balance accrued is either availed or fully paid off.

Note 7

Directors Remuneration :

Salary to Executive Directors as under (include under the head payment to employees):-

Shri R. Sundaresan Rs. 6.50 Lacs ( P.Y. Rs. 6.50 Lacs )

Information relating to the payment to Executive Directors does not include payment for gratuity, which is provided for group of employees on an overall basis and as per the actuarial valuation report of the Life Insurance Corporation of India.

During the year, remuneration paid to the directors are within the prescribed limit in the Part II of Schedule XIII of the Companies Act, 1956.

The company is of the opinion that the computation of net profit under section 349 of the Companies Act, 1956 is not required to be made as no commission is paid / payable to the Directors for the year ended 31st March, 2014.

Note 8

The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January 2011 has issued directions to all NBFC''s to make provision of 0.25% against standard assets with immediate effect. Accordingly, the company has made provision of Rs. 2.37 Lacs during the year against standard assets which has been charged to Statement of Profit & Loss. The above provision is treated as Tier II Capital.

Note 9

Contingent Liabilities: (Rs. in Lacs)

Particulars As at As at 31st March, 2014 31st March, 2013

Allotment money & Calls unpaid on partly paid shares/ Debentures 98.19 101.06

Note 10 Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. The Company is in the process of compiling relevant information from its suppliers about their coverage under the Act. Since the relevant information is not readily available, no disclosures have been made in the Accounts.

Note 11

Previous year''s figures have been regrouped, rearranged and /or reclassified wherever necessary.

Note 12

Disclosure of details as required by Revised Para 13 of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, earlier Para 9BB of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

Statement Pursuant To Section 212 Of The Companies act, 1956 relating To Companies Interest in the Subsidiary Company

a) Name of subsidiary Company : Shiryam Broking Intermediary limited

b) Date from which it became subsidiary : September 27, 1994

c) Number of shares held by Shardul Securities Limited with its nominee in the subsidiary as at 31/3/2013 : 1,00,00,000 Equity Shares of rs. 10/- each.

d) Extent of interest of holding Company in the subsidiary as at 31/03/2013 : 100%

e) Net aggregate amount of the subsidiary Company''s profit/(loss)

i For the subsidiary Company''s year ended 31/03/2014 : rs. (0.81) lacs

ii For the previous fnancial years since it became a subsidiary : rs. 3,132.14 lacs

f) Net aggregate amount of the subsidiary Company''s profit/loss dealt with in the Company''s accounts : Not applicable

i For subsidiary Company''s year ended 31/03/2013 : Nil

ii For the previous Financial year since it became subsidiary : Nil


Mar 31, 2013

Note 1

The Company has followed the Reserve Bank of India Guidelines applicable to the Non Banking Financial Companies in respect of prudential norms for Income Recognition, Assets Classification and Capital Adequacy.

Note 2

In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions of all known liabilities are adequate and neither in excess of or nor short of the amounts reasonably necessary.

Note 3

Related Party Disclosures:

List of related parties with whom transactions have taken place during the year : i) Subsidiary :

Shriyam Broking Intermediary Limited.

Shardul Energy Limited (Up to 23rd November, 2012) ii) Associates / Group Cos or Firms:

Antique Finance Private Limited

Chaturvedi & Shah iii) Key Managerial Personnel:

Shri R. Sundaresan - Executive Director

Shri K M Shah - Director

Shri Saurabh Chaturvedi - CFO

Note 4

In the opinion of the management, the Company is mainly engaged in the business of Investment Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments.

Note 5

Disclosure of loans / advances and investments in its own shares by the listed companies, their subsidiary, associates etc. (as certified by the management)

Note 6

The Company has followed Accounting Standard 15(revised), Accounting for Retirement benefits.

- Contribution to Provident Fund of Rs. 0.64 lacs is charged to the Statement of Profit and Loss as per applicable law / rules.

- The Company has taken Group Gratuity scheme of Life Insurance Corporation of India for gratuity payable to the employees. Liability for the year end obligation, based on an actuarial valuation as per the projected unit credit method as at the reporting date, is charged to the Statement of Profit and Loss. And accordingly Provision for the gratuity liability amounting to Rs. 0.02 lacs has been made during the year by the company based on the valuation report of the Life Insurance Corporation (Actuarial Valuer).

- The Company belongs to an industry which faces a high attrition rate and hence the leave balance accrued is either availed or fully paid off.

Note 7

Directors Remuneration :

Salary to Executive Directors as under (include under the head payment to employees) :-

Shri R. Sundaresan Rs. 6.50 Lacs ( P.Y. Rs. 6.50 Lacs )

Information relating to the payment to Executive Directors does not include payment for gratuity, which is provided for group of employees on an overall basis and as per the actuarial valuation report of the Life Insurance Corporation of India.

During the year, remuneration paid to the directors are within the prescribed limit in the Part II of Schedule XIII of the Companies Act, 1956.

The company is of the opinion that the computation of net profit under section 349 of the Companies Act, 1956 is not required to be made as no commission is paid / payable to the Directors for the year ended 31st March, 2013.

Note 8

During the year under review, Company has transferred its Investment into Stock in trade at cost as on 1st October,2012 and Stock in trade into Investment at cost as on 23rd October,2012.There is no impact on the Statement of Profit and Loss for the said transfers.

Note 9

The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January 2011 has issued directions to all NBFC''s to make provision of 0.25% against standard assets with immediate effect. Accordingly, the company has made provision of Rs. (0.56) Lacs during the year against standard assets which has been charged to Statement of Profit & Loss. The above provision is treated as Tier II Capital.

Note 10

During the year under review your company sold its entire investment of 5,00,000 fully paid of equity shares of Rs 10/- each held at par in its wholly owned subsidiary named Shardul Energy Limited and consequently the mentioned subsidiary has ceased to be wholly owned subsidiary of the Company with effect from 23rd November 2012.

Note 11

Contingent Liabilities:

(Rs. in Lacs)

Particulars As at 31st March, 2013 As at 31st March, 2012

Allotment money & Calls unpaid on partly paid shares / debentures 101.06 98.19

Note 12

Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. The Company is in the process of compiling relevant information from its suppliers about their coverage under the Act. Since the relevant information is not readily available, no disclosures have been made in the Accounts.

Note 13

Previous year''s figures have been regrouped, rearranged and / or reclassified wherever necessary.

Note 14

Disclosure of details as required by Revised Para 13 of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, earlier Para 9BB of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.


Mar 31, 2012

(A) The rights, preferences and restrictions attaching to each class of shares

Equity Shares- The Company has only one class of equity shares. Each holder of equity shares is entitled to one vote per share. The equity shareholders are entitled to dividend only if dividend in a particular financial year is recommended by the Board of Directors and approved by the members at the annual general meeting of that year. In case of winding up, if the assets available for distribution are less than the paid up share capital, then the shortfall will be borne by the members proportionately. Where there is an excess, the same shall be distributed proportionately among the members.

Notes:

Office Premises includes :

a) 15 shares of Rs. 50/- each of Tulsiani Chamber Prem i ses Co-op. Soci ety Limited.

b) 5 shares of Rs. 50/- each of Parekh Vora Chamber Premises Co-op. Society Limited.

c) 10 shares of Rs. 50/- each of Laxmi Finance & Leasing Companies Commercial Premises Co-op. Society Limited.

NOTE 1 -

The Company has followed the Reserve Bank of India Guidelines applicable to the Non Banking Financial Companies in respect of prudential norms for Income Recognition, Assets Classification and Capital Adequacy.

NOTE 2 -

In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions of all known liabilities are adequate and neither in excess of or nor short of the amounts reasonably necessary.

(Figures in bracket indicate figures of previous year).

Significant Related Party Transactions during the year:

1. Payment and provision for remuneration and services, includes Rs. 6.50 lacs as Salary paid to Shri R. Sundaresan Executive Director, and Rs. 6.00 lacs paid to Shri Saurabh Chaturvedi CFO.

2. Expenses for Trading Activities paid/(Refunded) (Net) includes Rs 3.43 lacs paid to Shriyam Broking Intermediary Ltd. Subsidiary Co. & Rs. 0.07 lacs paid to Antique Stock Broking Ltd, subsidiary of Antique Finance Pvt Ltd.

3. Income from Compensation includes Rs. 30.00 lacs received from Shriyam Broking Intermediary Ltd, a subsidiary Company.(Excluding Service Tax).

NOTE 3 -

In the opinion of the management, the Company is mainly engaged in the business of Investment Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments.

NOTE 4-

Disclosure of loans / advances and investments in its own shares by the listed companies, their subsidiaries, associates etc. (as certified by the management)

NOTE 5-

The Company has followed Accounting Standard 15(revised), Accounting for Retirement benefits.

- Contribution to Provident Fund of Rs. 0.64 lacs is charged to the Statement of Profit and Loss as per applicable law / rules.

- The Company has taken Group Gratuity scheme of Life Insurance Corporation of India for gratuity payable to the employees. Liability for the year end obligation, based on an actuarial valuation as per the projected unit credit method as at the reporting date, is charged to the Statement of Profit and Loss. And accordingly Provision for the gratuity liability amounting to Rs. 0.02 lacs has been made during the year by the company based on the valuation report of the Life Insurance Corporation (Actuarial Valuer).

- The Company belongs to an industry which faces a high attrition rate and hence the leave balance accrued is either availed or fully paid off.

NOTE 6 -

Directors Remuneration :

Salary to Executive Directors as under (include under the head payment to employees):- Shri R. Sundaresan Rs. 6.50 Lacs ( P.Y. Rs. 6.00 Lacs )

Information relating to the payment to Executive Directors does not include payment for gratuity, which is provided for group of employees on an overall basis and as per the actuarial valuation report of the Life Insurance Corporation of India.

During the year, remuneration paid to the directors are within the prescribed limit in the Part II of Schedule XIII of the Companies Act, 1956.

The company is of the opinion that the computation of net profit under section 349 of the Companies Act, 1956 is not required to be made as no commission is paid / payable to the Directors for the year ended 31st March, 2012.

NOTE 7 -

The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January 2011 has issued directions to all NBFC's to make provision of 0.25% against standard assets with immediate effect. Accordingly, the company has made provision of Rs.1.30 Lacs during the year against standard assets which has been charged to Profit & Loss Account. The above provision is treated as Tier II Capital.

NOTE 8 -

Contingent Liabilities: (Rs. in Lacs)

Particulars As at 31st March, 2012 As at 31st March, 2011

Allotment money & Calls unpaid on partly paid shares / Debentures 98.19 98.19

NOTE 9 -

Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. The Company is in the process of compiling relevant information from its suppliers about their coverage under the Act. Since the relevant information is not readily available, no disclosures have been made in the Accounts.

NOTE 10 -

Previous year's figures have been regrouped, rearranged and / or reclassified wherever necessary.

NOTE 11-

Disclosure of details as required by Revised Para 13 of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007, earlier Para 9BB of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.


Mar 31, 2010

(A) The Company has followed the Reserve Bank of India Guidelines applicable to the Non Banking Financial Companies in respect of prudential norms for Income Recognition, Assets Classification and Capital Adequacy.

Significant Related Party Transactions during the year:

1. Investment sold during the year includes Rs. 976.00 Lacs shares of Antique Stock Broking Ltd to Antique Finance Pvt Ltd.

2. Payment and provision for remuneration and services, includes Rs. 6.50 lacs as Salary paid to Shri R. Sundaresan Executive Director, and Rs. 3.36 lacs paid to Shri Saurabh Chaturvedi CFO.

3. Expenses for Trading Activities paid/(Refunded) (Net) includes Rs 3.47 lacs paid to Shriyam Broking Intermediary Ltd. Subsidiary Co. & Rs. 3.88 lacs paid to Antique Stock Broking Ltd. Associate Co.

4. Income from Compensation includes Rs. 15.00 lacs received from Shriyam Broking Intermediary Ltd, subsidiary Co.

(B) In the opinion of the management, the Company is mainly engaged in the business of Investment Activities and all other activities of the Company revolve around the main business, and as such, there are no separate reportable segments.

(C) Directors Remuneration :

Salary to Executive Directors as under (include under the head payment to employees):- Shri R. Sundaresan Rs. 6.50 Lacs ( P.Y. Rs. 6.50 Lacs )

Information relating to the payment to Executive Directors does not include payment for gratuity, which is provided for group of employees on an overall basis and as per the actuarial valuation report of the Life Insurance Corporation of India.

During the year, remuneration paid to the directors are within the prescribed limit in the Part II of Schedule XIII of the Companies Act, 1956.

The company is of the opinion that the computation of net profit under section 349 of the Companies Act, 1956 is not required to be made as no commission is paid / payable to the Directors for the year ended 31st March, 2010.

(D) Under the Micro, Small and Medium Enterprises Development Act, 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. The Company is in the process of compiling relevant information from its suppliers about their coverage under the Act. Since the relevant information is not readily available, no disclosures have been made in the Accounts.

(E) Contingent Liabilities:

(Rs. in Lacs)

Particulars As at As at

31st March, 2010 31st March, 2009

Allotment money & Calls unpaid on partly paid shares / Debentures 98.19 98.19

Capital Commitment 6.50 6.50

Income Tax disputed liability for the A.Y. - 2007 - 2008 pending with CIT (appeals). 12.10 -

(F) Previous years figures have been regrouped, rearranged and / or reclassified wherever necessary.

 
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