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Notes to Accounts of Sita Shree Food Products Ltd.

Mar 31, 2015

1. There is no Shares allotted without payment being receiving in cash, Share allotted by way of bonus shares and share buy back for the Period of five year immediately preceding the date of Balance Sheet.

2. Company has availed credit facilities from State Bank of India (Commercial Branch) Consortium with Union Bank of India (Mid Corporate Branch) of Rs. 142.51 Crore. Out of this Rs. 22.35 Crore Term Loan ( included in above) & Rs. 9.00 Crore included in current liabilities (refer Note No. 08).

3. These Credit Facilities is Secured by Entire Assets of the Company & the personal Guarantee of following Persons

i) Dinesh Agrawal ( Chairman & Director) ii) Ashish Goyal ( Managing Director) iii) Anoop Goyal ( Whole time Director) iv) Sapan Garg (Other) v) Sandesh Garg (Other) Name of Corporator Guarantor vi) GG Infra Pvt. Ltd.

4. This Credit Facilities are Secured by Entire Assets of the Company & the personal Guarantee of following Persons Name of Personal Guarantor

i) Dinesh Agrawal ( Chairman & Director) ii) Ashish Goyal ( Managing Director) iii) Anoop Goyal ( Whole time Director) iv) Sapan Garg (Other) v) Sandesh Garg (Other)

Name of Corporator Guarantor vi) GG Infra Pvt. Ltd.

5. Rate of interest on SBI CC @ 13.10% p.a. Rate of interest on UBI CC @ 13.20% p.a. Rate of interest on UBI TL 14.50% pa. Rate of interest on SBI TL @ 14.80% pa.

6. The company has Purchased Plant & Machinery during the year under EPCG scheme, the value of duty saved being Rs. 14.14 Lacs. The company has given an undertaking to make exports worth Rs. 84.86 Lacs over a period of Six Years from the date of license. Total exports liability under EPCG License is Rs. 357.13 Lacs as on 31.03.2015. However in case of non fulfillment of export obligation in given period, the liability to pay the proportionate duty saved along with interest will arise.

Above prior period items debited to Profit & Loss A/c of the current financial year and accordingly profit for the year is less by Rs.1639242.00/-

7. Expenditure on employees (excluding perquisite) who are in receipt of remuneration of not less than Rs. 6000000/- per annum or Rs. 500000/- per month when employed for past of the year.

8. Related Party Disclosures:

i) List of related parties with whom transaction have taken place and relationship. Details of related party disclosure as per AS-18 issued by the ICAI are as follows:-

* Yet to be completed. The original plan of expenditure was of Rs. 48.13 Crores at the time of public issue but as on 31st March 2015 the cost of expenditure incurred Rs. 95.13 Crores which is funded by Term Loan from the bank of Rs. 45.00 Crores and preferential share capital & unsecured loan.

9. Additional information to Note 5 of Part II of the Schedule III of the Companies Act, 2013 has been furnished as per Annexure – I.

10. In view of the insufficient information from suppliers regarding their status as SSI/SME Company amount overdue to such undertaking could not be ascertained but the management does not envisage any material impact on the Financial Statement.

11. In the opinion of the Board of Directors the current assets loans and advances including deposits have value on realization in the ordinary courses of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known liabilities is adequate and not in excess of the amount which is reasonably necessary.

12. High Court has approved amalgamation scheme of Sitashree Food Products Limited and GG Real Estate Private Limited by order dated 18/11/2014. Hence Company has prepared post amalgamation financial statements. These financial statements have been re-stated due to amalgamation of M/s GG Real Estate Private Limited with Company pursuant to order dated 18.11.2014 of the Hon'ble High Court, Indore Bench. Scheme of Amalgamation is having appointed date as 01.04.2012, therefore financial statement for FY 2012-13 and 2013-14 has been re-stated as per AS-14, by consolidating the audited financial statement of GG Real Estate Private Limited with the Company for the FY 2012-13 and FY 2013-14 respectively. Although, both the companies had prepared and adopted their standalone financial statement for the respective years and filed it with concerned authorities.

13. During the year a survey of Income Tax Authority has been taken place on 17.09.2014 and to avoid litigation, the Company given an undertaking cum declaration by way of an affidavit of income of Rs. 700.00 Lacs and the company considered this declaration in terms of current year (financial year 2014-15) income shown.

14. During the year a loss of Rs. 2,08,969 was booked as an Exceptional Item in Financial Statements. The said loss has been booked in the books due to theft of a Company's vehicle (Pajero Car) for the use of Directors of the Company. The book value of the vehicle at the time of theft was came out to Rs. 16,67,673/- and the amount of insurance claim received was Rs. 14,58,704/- 21. Previous year corresponding figures have been regrouped re-casted and re-arranged to make them comparable with current year's figures wherever necessary.


Mar 31, 2014

1. Considering the deduction and exemption available as per the provision of the Income Tax Act 1961 a provision of Rs. 5566269/- (P.Y 1558000/-) made in the account towards current income tax for the year.

2. a) Board has approved Scheme of Amalgamation of M/s GG Real Estate Private Limited (a 100% subsidiary) with the Company vide its board meeting held on 17/05/2013. Said scheme is having Appointed Date w.e.f. 01/04/2012, hence if the scheme got approval of all related authorities ie government, court and other approving authority then the same has major impact on this Financial Statements; it shall be re-prepared as post amalgamation financial statement for 31/03/2013 & 31/03/2014. The present status of the scheem as under:

(i) Court conveyed EGM was conducted by Court on 10.03.2014 and all the required resolutions were passed with required Majority.

(ii) Confirmation from Secured and Unsecured Creditors were obtained. (iii) Approaval from other statutory Authority and Court is awaited.

3. Contingent Liability not provided 2013-2014 2012-2013

1. Unexpired Letter of Credit Nil Nil

2. Bank Guarantee in favour of Authorities 2526000.00 Nil

3. Claim against the Company not Acknowledged as debts. Nil Nil

4. The company has Purchased Plant & Machinery during the year under EPCG scheme, the value of duty saved being Rs.54.97 Lacs. The company has given an undertaking to make exports worth Rs.329.84 Lacs over a period of Six Years from the date of license and in case of failure company has to pay back the amount of duty saved with interest of 18%

6. Previous year corresponding figures have been regrouped re-casted and re-arranged to make them comparable with current year''s figures wherever necessary

7. Additional information as far as applicable pursuant to the provision of Paragraph 3 4e 4D of part II of the Schedule VI of the Companies Act 1956 has been furnished as per Annexure -1.

8. In view of the insufficient information from suppliers regarding their status as SSI/SME Company amount overdue to such undertaking could not be ascertained but the management does not envisage any material impact on the Financial Statement.

9. In the opinion of the Board of Directors the current assets loans and advances including deposits have value on realization in the ordinary courses of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known liabilities is adequate and not in excess of the amount which is reasonably necessary.

10. All the mentioned FDR''s are pledge with the respective bank against credit facility taken.


Mar 31, 2013

1. Contingent Liability not provided

2012-2013 2011-2012

1. Unexpired Letter of Credit Nil Nil

2. Bank Guarantee in favor of* Authorities Nil 1575000.00

3. Claim against the Company not Acknowledged as debts. Nil Nil

2. The company has imported Plant & Machinery during the year under EPCG scheme at a concessional rate of custom duty, the value of duty saved being Rs.167.46 Lacs. The company has given an undertaking to make exports worth Rs.1339.68 Lacs over a period of eight years from the date of license i.e. 14/06/2012.

*During the year Bank Guarantee of Rs. 1575000/- was released from Bombay Stock Exchange.

3. Previous year corresponding figures have been regrouped re-casted and re-arranged to make them comparable with current year''s figures wherever necessary

a) Above prior period items debited to Profit & Loss A/c of the current financial year and accordingly profit for the year is less by Rs. 931650/-

* Expenditure for Plant and Machinery includes advance for Capital Expenditure.

As per prospectus of the Company said plant was expected to commence commercial production by Sept. 2008, and as per present status commercial production of soya Extraction plant has started on 06/02/2013 and there Soya Refinery is Still in Process which expected to commence by October 2013. Delay was occurred due to acquisition of new land, inflation in project cost and increase in capacity

4. All expenses (Public Issue & Preoperative Expenses) pertaining to soya division has allocated to division assets. Those expenses which are directly attributable to a specific asset are charged to that asset and expenses amounting to Rs. 80772079/-, which are not directly attributable to any specific asset are proportionally distributed on divisional assets.

5. Loans & Advance includes Rs.7,57,50,556/- (P.Y. Rs 10,80,88,148 /-) due from parties on account of advance against Capital Goods.

6. The provision of deferred tax Asset as on 31/03/2013 has been calculated as under after considering the timing difference in depreciation and other as per AS-22 of ICAI. Since company has not calculated differed tax in last year''s difference of WDV as per books and WDV as per Income tax has taken base for calculation

7. Related Party Disclosures:

i) List of related parties with whom transaction have taken place and relationship.

Details of related party disclosure as per AS-18 issued by the ICAI are as follows:-

8. Additional information as far as applicable pursuant to the provision of Paragraph 3 4e 4D of part II of the Schedule VI of the Companies Act 1956 has been furnished as per Annexure -1.

9. In view of the insufficient information from suppliers regarding their status as SSI/SME Company amount overdue to such undertaking could not be ascertained but the management does not envisage any material impact on the Financial Statement.

10. In the opinion of the Board of Directors the current assets loans and advances including deposits have value on realization in the ordinary courses of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known liabilities is adequate and not in excess of the amount which is reasonably necessary.

11. All the mentioned FDR''s are pledge with the respective bank against credit facility taken.


Mar 31, 2012

1 There is no Shares allotted without payment being receiving in cash, Share allotted by way of bonus shares and share buyback for the Period of five year immediately preceding the date of Balance Sheet.

2.1 During the year Company has opt fresh credit facility from State Bank of India (Commercial Branch) Consortium with Union Bank of India (SSI Branch) of Rs. 74.66 Crore. {Total 95.16, (74.66 New 20.50old)} Out of this Rs. 1.71 Crore Term Loan (included in above) & CC of Rs. 8.00 Crore included in current liabilities (refer Note No. 06) has been disbursed during the year .

2.2

This Credit Facilities is Secured by Entire Assets of the Company & the personal Guaranty of following Persons

i) Dinesh Agrawal ( Managing Director)

ii) Ashish Goyal ( Wholetime Director)

iii) Anoop Goyal ( Wholetime Director)

iv) Sapan Garg (Other)

v) Sandesh Garg (Other)

vi) GG Real Estate Pvt. Ltd. (Subsidiary Company)

vii) GG Infra Pvt. Ltd. (Group Company)

2.3 Secured loan in the form of Term Loan & Working Capital facility has been secured by way of mortgage of the Following Properties as collateral securities.

a) Land situated at plot No. 52, & 55 at Scheme No.91, New Dewas Road, Indore (Area-1100 Sqft.) in the name of Chandrika Agrawal (deceased) & Dinesh Agrawal.

b) Land situated at plot No.53 & 54 at Scheme No.91, New Dewas Road, Indore. (Area 1100 Sqft.) in the name of Rajababu Agrawal & Mr.Rupesh Agrawal.

c) Land situated at PaldaTehsil& Dist. Indore (Survey no. 366/3/2,Gram Palda, Tehlis & District Inodre)on pari pasu bais (Area 14914Sq ft.) in the name of Sapan Garg & Sandesh Garg.

d) Residential Flats/commericial Shops (179/1/2,Gram Sirpur, opposite Armed Police Traning College, Aerodrome Road, Inodre) in the name of Ashish Goyal & Anoop Goyal.

e) Land in the name of GG Infra Private Limited (PAN AADCG3862A)situated at Gram Musakhedi Tehsil & Distt. Indore, Patwari Halka Number 26 survey No. 362/1/1 admeasuring 0.334 hectares of 3340 sq.meters.

f) Land situated at Palda Tehsil & Dist Indore(Survey No. 366/3/2,Gram Palda, Tehsil & District Indore)on pari pasu basis (Area 14914Sq Ft.) in the name of Sapan Garg & Sandesh Garg.

The Company has invested Rs. 1.23 crore for aquiring 8.00 Lakhs convertiblewarrants of M/s Choksi Laboratories Ltd. Nominal value of warrants was Rs. 10/- each and has been allotted at a price of Rs. 21.50 per Warrant. 5.00 Lakhs warrants out of 8.00 Lakhs warrants has been converted into 5.00 Lakhs Equity Shares on 19.03.2012.These Equity Shares are under Lock-in for a period of one year from the date of allotment i.e. 18.03.2013. Balance 3.00 Lakhs convertiblewarrants were forfeited by the M/s Choksi Laboratories Ltd. due to non payment of balance amount due thereon and this resulted into forfeiture of amount of Rs. 16,12,500/-already paid thereon. Investment is considered as long term investment so, no provision has been made for temporary fall in the price of above Equity Shares.

The company has made an investmentby way of share application in M/s NJ InvestmentPvt. Ltd. in previous year and the same has been received back due to non allotment of shares during the year.

1. Considering the deduction and exemption available as per the provision of the Income Tax Act 1961 a provision of Rs. 5836124/- (P.Y 5850000/-) made in the account towards current income tax for the year.

2. Contingent Liability not provided

2011-2012 2010-2011

1. Unexpired Letter of Credit Nil Nil

2. Bank Guarantee in favour of 1575000.00 1575000.00 Authorities

3. Claim against the Company not Nil Nil Acknowledged as debts.

3. Payment to Auditors Current Year Previous Year

2011-2012 2010-2011

1. Audit Fees 80000=00 75000=00

2. Service Tax Nil Nil

Total 80000=00 75000=00

4. Previous year corresponding figures have been regrouped re-casted and re-arranged to make them comparable with current year's figures wherever necessary.

5. Information related to prior period items as per AS-5 is as under:-

6. The position of the fund raised by the company in F.Y. 2007-2008 (Listed in 2008-2009) by public offer including share premium and utilization thereof up to 31st March2012 is as under:

a) Fund raised through Initial Public Offer is Rs 31.50 Crores. This fund was raised for upcoming soya Project of the company & Project is under process.

* Expenditure for Plant and Machinery includes Advance for Capital Expenditure.

As per prospectus of the Company said plant was expected to commence commercial production by Sept. 2008, and as per present status commercial production is expected to commence by October 2012. Delay was occurred due to acquisition of new land, inflation in project cost and increase in capacity.

7. Loans & Advance includes Rs. 10,80,88,148 /- (P.Y. Rs 21752189/-) due from parties on account of advance against Capital Goods.

8. The provision of deferred tax Asset as on 31/03/2012 has been calculated as under after considering the timing difference in depreciation and other as per AS-22 of ICAI.

Note:

The company has identified two reportable segments viz. Manufacturing and Trading. Segments have been identified and reported taking into account nature of products and services the differing risks and returns internal business reporting systems.

9. Additional information as far as applicable pursuant to the provision of Paragraph 3 4e 4D of part II of the Schedule VI of the Companies Act 1956 has been furnished as per Annexure - I.

10. In view of the insufficient information from suppliers regarding their status as SSI/SME Company amount overdue to such undertaking could not be ascertained but the management does not envisage any material impact on the Financial Statement.

11. In the opinion of the Board of Directors the current assets loans and advances including deposits have value on realization in the ordinary courses of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known liabilities is adequate and not in excess of the amount which is reasonably necessary.


Mar 31, 2010

1. 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 said Act. Since the relevant information is not readily available no disclosure has been made in the accounts. However in view ofthe Management the Impact of Interest if any that may be payable in accordance with the provisions of this Act is not expected to be material.

2. The Company has taken Factory Land on lease and lease expenses Rs. 300000/- paid in current-year has been transferred to Preoperative expenses considering amortization ofthe same after starting use ofthe land for operation of business. The project for which the land has been acquired is yet to be implemented.

3. The Company has filed its return of income up to the Assessment Year 2009-2010 and the Income Tax Assessment ofthe Company has been completed upto Assessment Year 2007-2008.

4. Considering the deduction and exemption available as per the provision ofthe Income Tax Act 1961 a provision of Rs. 61250000/- (P.Y 3900000/-) made in the account towards current income tax for the year.

5. Conveyance and Traveling Expenses also includes expenditure incurred for the Directors of the Company on foreign tour & same was for the purpose of business ofthe Company.

6. The Company is engaged in the manufacturing of wheat products & Dall and also sales purchase of same item under trading activities.

7. Contingent Liability not provided

2009-2010 2008-2009

1. Unexpired Letter of Credit Nil Nil

2. Bank Guarantee in favour of 1575000.00 1575000.00 Authorities

3. Claim against the Company not Nil Nil acknowledged as debts.

4. Liability under Commercial Nil 53647.00

Tax Entry Tax and Central Sales Tax (company having total vat credit of Rs.540369/-)

8. The Company has obtained an SOD limit of Rs. 615.00 Lacks from Union Bank of India

SSI Branch against FDRs of the company of Rs. 184468592/-.

9. Director meeting fee represents the fee paid to Non executive directors of the company for their participation in the board meeting during the year.

10. All balances of debtors creditors and advances are subject to confirmation by the parties as letter of balance confirmation to parties have not been issued. However Management does not expect any material difference affecting the current year financial statement.

11. Previous year corresponding figures have been regrouped re-casted and re-arranged to make them comparable with current years figures wherever necessary.

12; In the opinion of the Board of Directors the current assets loans and advances including deposits have value on realization in the ordinary courses of business at least equal to the amount at which they are stated in the Balance Sheet and provision for all known liabilities is adequate and not in excess of the amount which is reasonably necessary.

13. The products of the company are exempted from VAT and excise duty and accordingly no provision for said liability is provided in the books of accounts. Although Company having VAT credit of Rs.5 40369/-

14. The company has not given any loan or advance in the nature of loan to its associates or group concerns firm/company in which Director are interested.

15. Loans & Advance includes Rs. Nil (P.Y. Rs 123943/-) due from parties on account of advance against Capital Goods.

16. All bank balances are reconciled and Balance confirmation with banks is held on the record.

17. Related Party Disclosures:

A) List of related parties with whom transaction have taken place and relationship. Details of related party disclosure as per AS-18 issued by the ICAI are as follows:-

A) LIST OFRELATED PARTIES AND RELATIONSHIP

1. Key Managerial Personnel

a) Mr. Rajababu Agrawal Chairman *

b) Mr. Dinesh Agrawal Managing Director

c) Mr. Rupesh Agrawal Whole Time Director *

d) Mr. Ashish Agrawal Whole Time Director

* Resigned with effect from 23rd Dec.2009

2. Relatives of Key Management Personnels

Name of the Relative Relation

a) Smt. Chadraika Devi Agrawal Wife of Mr. Dinesh Agrawal

b) Mr. Anoop Agrawal Son of Mr. Dinesh Agrawal

c) Mr. Manish Agrawal Son of Mr. Rajababu Agrawal

d) Mr. Manisha Agrawal Daughter in law of Mr. Rajababu Agrawal

e) Mrs. Ruchi Agrawal Wife of Mr. Rupesh Agrawal

f) S/s Rajababu Agrawal HUF HUF of Mr. Rajababu Agrawal

g) S/s Dinesh Agrawal HUF HUF of Mr. Dinesh Agrawal

h) Usha Devi Agrawal Wife of Rajababu Agrawal

i) Neha Agrawal Daughter of Dinesh Agrawal

j) Manish Agrawal HUF HUF of Mr. Manish Agrawal

3. List of concerns and nature of control headed by Related Parties in the reported year

Name of the Party Nature of Control

a) M/s. Manish Trading Co. (Partnership firm of family members)

b) M/s. Sitaram Shreenarayan Agrawal & Co. (Proprietorship firm of Mr.Manish Agrawal)

c) M/s. Sita Shree Marketing P. Ltd. (Group Company)

d) Ms. Anoop Foods Ltd. (Group Company)

e) M/s. Usha Dall Mill (Proprietorship Firm of Directors brother)

18. Additional information as far as applicable pursuant to the provision of Paragraph 3 4e 4D of part II of the Schedule VI of the Companies Act 1956 has been furnished as per Annexure -1.

19. Balance Sheet abstract and companys general business profile in pursuant to Part IV of Schedule VI to the Companies Act 1956 has been furnished as per Annexure - II.

 
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