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Notes to Accounts of Tara Jewels Ltd.

Mar 31, 2015

1. Terms / rights attached to equity shares

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

2. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive 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.

3. Term loans from others were taken for :

(i) purchase of Software Licenses and carries interest @ 13.20% p.a. The loan is repayable in 12 quarterly installments of Rs.2,182,950/- each including interest from February 2013.

(iii) purchase of Plant and Machinery and carried interest @ 13.00% p.a. The loan is repayable in 45 monthly installments of Rs.148,642/- each including interest starting from March 2014.

4. Finance lease obligations represents future lease payments towards cost of implementation and upgradation of Server and carried interest @ 13.20% p.a. The lease obligations are payable in 12 quarterly installments of Rs.166,410/- each including interest starting from May 2013, and

5. Vehicle loans are secured by hypothecation of vehicles. The interest rate ranges from 10.00% to 13.75% p.a. The loans are repayable in 36 to 60 monthly installments inclusive of interest from the date of loan.

6. Working capital loans from banks are secured by hypothecation of inventories, book debts, plant and machinery, other fixed assets, fixed deposits, other current assets and equitable mortgage of the Holding Company's factories at Seepz and MIDC, one office at Bandra Kurla Complex, seven flats in Mumbai, and Two Flats at Prabhadevi belonging to Divya Real Estate Pvt. Ltd.

7.The above facilities are further secured by

(i) personal guarantee of managing director, Mr. Rajeev Sheth,

(ii) corporate guarantee of Divya Real Estate Pvt. Ltd. and Fabrikant Tara International LLC and

(iii) fixed deposits of Rs. 7.00 Crores of managing director, Mr. Rajeev Sheth.

8 Working capital loans from others are secured by mutual fund investment in SBI MF Magnum Balanced Fund - Regular Plan Growth.

9. Consequent to the enactment of the Act and its applicability for the accounting periods after April 1,2014, the Company has computed depreciation with reference to the estimated economic lives of fixed assets prescribed by the Schedule II to the Act, except in respect of certain assets as disclosed in Accounting Policy on depreciation. For assets whose life has been completed as above, the carrying value, net of residual value, aggregating to Rs. 6,185,645 (net of deferred tax of Rs. 3,185,125) as at April 1,2014 has been adjusted to opening balance of Profit and Loss Account and in other assets the carrying value as at April 1,2014 has been depreciated over the remaining of the revised useful life of the assets. As a result, charge of depreciation is higher by Rs.40,519,367 for the year ended March 31,2015 and the net profit from ordinary activities before tax is lower by the same amount.

10. CONTINGENT LIABILITIES, COMMITMENTS AND OTHER ITEMS (TO THE EXTENT NOT RECOGNISED) (Amount in Rs.)

particulars As at As at march 31, march 31, 2015 2014

Claims against the company not acknowledged as debt in respect of:

a. Custom duty matter 1,900,563 1,900,563

b. Property tax 2,481,489 2,481,489

c. Service tax matter 6,723,389 6,723,389

d. Other matter 2,085,723 -

Corporate Guarantee given by the Company to the bankers of a subsidiary company 1,157,915,000 1,111,850,000

Bills discounted 2,555,801,018 2824436,778

Total 3,726,907,182 3,947,392,219

commitments

particulars As at As at march 31, 2015 march 31, 2014

Estimated amount of contracts remaining to be executed on capital account 43,687,095 188,735,653 and not provided for

Total 43,687,095 188,735,653

Income Tax Assessment

The Income- Tax assessments of the Company have been completed up to Assessment Year 2011-12. The disputed demand outstanding up to the said assessment year is approximately Rs. 37,765,000 Based on the decisions of the appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

11. DERIVATIVE iNSTRUMENTS AND UNHEDGED FOREiGN CURRENCY EXPOSURES

a) Forward Contracts outstanding as at the reporting date :

There are no forward contract outstanding as at the end of the current and previous year.

b) Unhedged foreign currency exposure as at the reporting date :

Net Foreign currency exposures that are not hedged by derivative instruments as at the end of the year amounts to Rs. 704,451,234 (Previous year : Rs.264,497,895).

12 SHARE WARRANTS

Pursuant to the approval of the Members of the Company obtained under Section 81 (1A) of the Companies Act, 1956 through Postal Ballot on March 19,2014 , the Management & Administration Committee of the Board of Directors at its meeting held on April 02,2014 has allotted 3,05,000 (Three Lac Five Thousand) Convertible Warrants ('Warrants"), to Bennett, Coleman & Company Limited ('BCCL') on a preferential allotment basis, with each warrant convertible into one equity share at a conversion price of Rs.160 per share, not later than 18 months from the date of allotment in accordance with the SEBI (ICDR) Regulations, 2009. In accordance with ICDR regulations, BCCL has paid Rs. 12,200,000 towards 25% value of total consideration payable for the Warrants.

13. RELATED PARTY DiSGLOSURE

Disclosures of Related Party Transactions as per AS-18 "Related Party Disclosure" is given below:

A. List of Related Parties Subsidiary Companies

1. Fabrikant Tara International LLC.

2. Tara Jewels Holding Inc.

3. Tara (Hong Kong) Ltd.

4. Tara China Jewelery Ltd.

5. Tara Jewels Honduras, Sociedad de Responsabilidad Limitada (Upto 29.08.2013)

Directors

1. Mr. Rajeev Sheth

2. Mr. Sanjay Sethi (From 01.07.2014)

3. Mrs. Nalini Rajan (Upto 01.07.2014)

4. Mr.Vikram Raizada (Upto 02.01.2015)

5. Ms. Fern Mallis

6. Mr. Nikkhil Vaidya

7. Mr. Rakesh Kalra

8. Mr. Shanti Saroop Khindria

9. Mr. Rajiv Jain

10. Mr. Sandro Brodbeck (Upto 12.11.2014)

11. Mr. Francois Arpels (From 16 May 2013)

12. Mr. Mariano De La Torre (From 10.02.2015)

Key Management Personnel

1. Mr. Rajeev Sheth

2. Mr. Sanjay Sethi (From 01.03.2014)

3. Mr. Amol Raje (Upto 05.04.2014)

4. Mrs. Jayshree Soni (From 21.04.2014 to 02.12.2014)

5. Mrs. Nivedita Nayak (From 22.12.2014)

Relatives of Directors

1. Mrs. Aarti Sheth

2. Mrs. Divya Sheth

3. Mrs. Purnima Sheth

4. Mr. Vishnukumar Raizada

Entities in which Key Managerial Personnel/ their relatives are able to exercise significant influence or control

1. F. T. Diamonds

2. Divya Jewels International Pvt. Ltd.

3. Divya Real Estate Pvt. Ltd.

4. Aarti Jewellers Pvt Ltd.

5. Karan Arjun Jewellery Pvt. Ltd.

6. Tara Duniya Corporation

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the company has constituted the Corporate Social Responsibility Committee in terms of Section 135 of the Companies Act, 2013 and the board has adopted a CSR Policy as recommended by the Committee, however the Company has not made any expenditure on CSR as the Company is still in the process of identifying the eligible project. The Company intends to contribute to the money for CSR activities as soon as the project is identified.

15. PRIOR YEAR COMPARATIVES

Prior year comparatives have been reclassified to confirm with the current year's presentation, wherever applicable.










Mar 31, 2014

1 CONTINGENT LIABILITIES, COMMITMENTS AND OTHER ITEMS (TO THE EXTENT NOT RECOGNISED)

Contingent liabilities (Rs) Particulars Year ended Year ended March March 31, 2014 31, 2013 Claims against the company not acknowledged as debt in respect of:

a. Custom duty matter 1,900,563 1,900,563

b. Property tax 2,481,489 1,366,031

c. Service tax matter 6,723,389 6,728,389

Corporate Guarantee given by the Company to 1,111,850,000 870,240,000 the bankers of a subsidiary company

Bills discounted 2,824,436,778 1,634,111,158

TOTAL 3,947,392,219 2,514,346,141

Commitments Estimated amount of contracts remaining to 188,735,653 108,075,758 be executed on capital account and not provided for

TOTAL 188,735,653 108,075,758

Income Tax Assessment

The Income- Tax assessments of the Company have been completed up to Assessment Year 2010-11. The disputed demand outstanding (net of refund due) up to the said assessment year is approximately Rs. 84,100,000 Based on the decisions of the appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

2 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURES

a) Forward Contracts outstanding as at the reporting date :

There are no forward contract outstanding as at the end of the current and previous year.

b) Unhedged foreign currency exposure as at the reporting date :

Net Foreign currency exposures that are not hedged by derivative instruments as at the end of the year amounts to Rs. 264,497,895 (Previous year : Rs 208,220,683).

3 OPERATING LEASES

a. The Company has given commercial premises on operating lease. In respect of this arrangements, lease rentals income of Rs. 900,000 (Previous Year : Rs. 600,000) are recognised in the statement of profit and loss for the year and are included under Rent (disclosed under Other Income in Note 18)

b. The Company''s significant leasing arrangements are in respect of residential flats and commercial premises taken on lease.

The arrangements range between 11 months and 9 years generally and are usually renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent (disclosed under Other Expenses in Note 25).

The aggregate rental expenses of all the operating leases for the year are Rs. 97,392,794 (Previous year : Rs. 68,055,242).

The future minimum lease payments to be paid under non-cancellable operating leases are as follows: (Rs.)

4 SHARE WARRANTS

Pursuant to the approval of the Members of the Company obtained under Section 81 (1A) of the Companies Act, 1956 through Postal Ballot on March 19, 2014 , the Management & Administration Committee of the Board of Directors at its meeting held on April 02, 2014 has allotted 3,05,000 (Three Lac Five Thousand) Convertible Warrants (“Warrants”), to Bennett, Coleman & Company Limited (‘BCCL’) on a preferential allotment basis, with each warrant convertible into one equity share, not later than 18 months from the date of allotment in accordance with the SEBI (ICDR) Regulations, 2009.

The Company has followed the intrinsic value-based method of accounting for stock options based on Guidance Note on Accounting for Employee Share -based Payments, issued by the Institute of Chartered Accountants of India. Had the compensation cost for the Company’s stock based compensation plans been determined in the manner consistent with the fair value approach as described in the said Guidance Note, (a) the Company’s net income would be lower by Rs. 940,488 (previous year : Rs. 8,649,483), (b) General Reserve would have been lower by Rs. 2,421,610 (Previous year : Rs. 29,229,594) due to surrender of options and (c) earnings per share as reported would be lower as indicated below:

5. RELATED PARTY DISCLOSURE

Disclosures of related party transactions as per AS-18 "Related Party Disclosure" is given below:

A. List of Related Parties Subsidiary Companies

1. Fabrikant Tara International LLC.

2. Tara Jewels Holding Inc.

3. Tara (Hong Kong) Ltd.

4. Tara China Jewelery Ltd.

5. Tara Jewels Honduras, Sociedad de Responsabilidad Limitada (Upto 29.08.2013)

Key Management Personnel/ Relatives

1. Mr.Rajeev Sheth

2. Mrs. Nalini Rajan

3. Mr.Vikram Raizada

4. Miss Aarti Sheth

5. Mrs. Divya Sheth

6. Mrs. Purnima Sheth

7. Miss Alpana Deo (Resigned on 31.01.2013)

8. Mr. Vishnukumar Raizada

Entities in which Key Managerial Personnel/ their relatives are able to exercise significant influence or control

1. F. T. Diamonds

2. Divya Jewels International Pvt. Ltd.

3. Divya Real Estate Pvt. Ltd.

4. Aarti Jewellers Pvt Ltd.

5. Karan Arjun Jewellery Pvt. Ltd.

6. Tara Duniya Corporation

* Includes mainly United States of America, Australia, China (including Hong kong), United Arab Emirates, Europe, South- Africa, Canada, Israel and United kingdom

Note: The figures in brackets are in respect of the previous year ended March 31, 2013

Notes:

(a) Segment Revenue in the geographical segment considered for disclosure are as follows:

- Revenue within India includes sales to customers located within India and earnings in India

- Revenue outside India includes sales to customers located outside India and earnings outside India.

(b) Segment revenue, results, assets and liabilities includes the respective amounts identified to each the segment and amounts allocated on a reasonable basis.


Mar 31, 2013

1 CONTINGENT LIABILITIES, COMMITMENTS AND OTHER ITEMS

(to the extent not recognised)

Contingent liabilities (Rs.)

Particulars Year ended Year ended March 31, 2013 March 31, 2012

Claims against the Company not acknowledged as debt in respect of:

a. Custom duty matter 1,900,563 1,900,563

b. Property tax 1,366,031 342,004

c. Service tax matter 6,728,389 6,728,389

Corporate Guarantee given by the Company to the bankers of a subsidiary company 326,340,000 153,480,000

Bills discounted 1,634,111,158 2,187,753,468

TOTAL 1,970,446,141 2,350,204,424

2 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURES

a) Forward Contracts outstanding as at the reporting date :

There are no forward contract outstanding as at the end of the current and previous year.

b) Unhedged foreign currency exposure as at the reporting date :

Net Foreign currency exposures that are not hedged by derivative instruments as at the end of the year amounts to Rs.208,220,683/- (Previous year : Rs. 696,468,964).

3 PRIOR PERIOD ITEMS

Prior period items amounting to Rs. Nil (previous year : Rs. 1,458,335) have been recognised in the current year statement of profit and loss and is included under Miscellaneous Expenses disclosed under Other Expenses.

"Profit before tax" before prior period items would be Rs. 854,511,947 (Previous Year : Rs. 675,815,957).

4 ACCOUNTING AND DISCLOSURE OF BILLS DISCOUNTED WITH BANKS

During the previous year, the Company followed the practice of separately disclosing the gross amount of trade receivables and the amount of monies received from the banks on discounting of bills as short term borrowings. During the current year, the Company adopted the practice of disclosing bills discounted with banks as contingent liabilities and hence trade receivables and short term borrowings have accordingly been netted off to the extent the same represent bills discounted with banks.

5 OPERATING LEASES

a. The Company has given commercial premises on operating lease. In respect of this arrangements, lease rentals income of Rs. 600,000 (Previous Year : Rs. 600,000) are recognised in the statement of profit and loss for the year and are included under Rent (disclosed under Other Income in Note 18)

b. The Company''s significant leasing arrangements are in respect of residential flats and commercial premises taken on lease. The arrangements range between 11 months and 9 years generally and are usually renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent (disclosed under Other Expenses in Note 25).

The aggregate rental expenses of all the operating leases for the year are Rs. 68,055,242 (Previous year : Rs. 63,174,454).

The future minimum lease payments to be paid under non-cancellable operating leases are as follows:

6 SEGMENT INFORMATION

A. INFORMATION ABOUT PRIMARY BUSINESS SEGMENT_

The Company is exclusively engaged in the "Diamond and Gold Jewellery" Business Segment.

B. INFORMATION ABOUT SECONDARY GEOGRAPHICAL SEGMENT.

* Includes mainly United States of America, Australia, China (including Hong kong), United Arab Emirates, Europe, South- Africa and United kingdom

Note: The figures in brackets are in respect of the previous year ended March 31, 2012 Notes:

(a) Segment Revenue in the geographical segment considered for disclosure are as follows:

- Revenue within India includes sales to customers located within India and earnings in India

- Revenue outside India includes sales to customers located outside India and earnings outside India.

(b) Segment revenue, results, assets and liabilities includes the respective amounts identified to each the segment and amounts allocated on a reasonable basis.

7 ISSUE OF SHARES

a) During the year, the Company has made Initial Public Offer (IPO) and Pre-IPO of Equity shares as follows :

(i) Pre-IPO of 1,800,000 equity shares of Rs. 10/- each for cash at Rs. 225/- per share (including share premiumof Rs. 215/- per equity share)

(ii) IPO of 4,760,869 equity shares of Rs. 10/- each for cash at Rs. 230/- per equity share (including share premium of Rs. 220/- per equity share).

(iii) An offer for sale in IPO of 3,043,478 shares by Fabrikant H.K. Trading Limited (a selling shareholder) of Rs. 10/- each for cash at Rs. 230/- per equity share (including share premium of Rs. 220/- per equity share).

The Company''s shares got listed on Bombay Stock Exchange and National Stock Exchange on December 6, 2012.

8 ISSUE OF SHARES

Disclosures of related party transactions as per AS-18 "Related Party Disclosure" is given below:

A. LIST OF RELATED PARTIES ~

Subsidiary Companies

1. Fabrikant Tara International LLC.

2. Tara Jewels Holding Inc.

3. Tara (Hong Kong) Ltd.

4. Tara China Jewelery Ltd.

5. Tara Jewels Honduras, Sociedad de Responsabilidad Limitada

Key Management Personnel/ Relatives

1. Mr. Rajeev Sheth

2. Ms. Aarti Sheth

3. Ms. Alpana Deo (Resigned on 31.01.2013)

4. Mrs. Nalini Rajan

5. Mr.Vikram Raizada

6. Ms. Divya Sheth

7. Mrs. Purnima Sheth

Entities in which Key Managerial Personnel/ their relatives are able to exercise significant influence or control

1. F. T. Diamonds

2. Divya Jewels International Pvt. Ltd.

3. Divya Real Estate Pvt. Ltd.

4. Aarti Jewellers Pvt Ltd.

5. Karan Arjun Jewellery Pvt. Ltd.

6. Tara Duniya Corporation

9 PRIOR YEAR COMPARATIVES

Prior year comparatives have been reclassified to confirm with the current year''s presentation, wherever applicable.

 
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