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Notes to Accounts of Transwarranty Finance Ltd.

Mar 31, 2015

1) Terms and rights attached to Equity Share.

The company has only one class of Equity share having a Par Value of Rs. 10/- each. Each holder of equity share is entitled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by the share holders in the ensuring Annual General Meeting.

In the event of liquidation of the company, the holder 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.

2) Employees Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employee Stock Option Scheme has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs. 10/-

g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

3. CONTINGENT LIABILITIES

1) Guarantees issued by the company on behalf of its associates for acquiring office premises 40,600,000 40,600,000

2) Counter Guarantees issued by Transwarranty Finance Limited to bankers on behalf of 30,000,000 30,000,000 its subsidiary company Vertex Securities Limited for Exchange Margin requirements

3) Corporate Guarantees issued by Transwarranty Finance Limited to bankers on behalf 20,000,000 - of its subsidiary company Vertex Securities Limited for OD Facility

4) Claims against the Company not acknowledged as debt a) Tax Demand in respect of * Income tax for Assessment Year 2012-13 2,358,110 -

92,958,110 70,600,000

4. RELATED PARTY DISCLOSURES

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company : Vertex Securities Limited (VSL) Vertex Commodities and Finpro (P) Ltd. (VCFPL)

(b) Associated Company : Transwarranty Advisors Private Limited (TAPL) Transwarranty Private Limited (TPL) (Until 16/12/2013)

(c) Key Management Personnel : Mr. Kumar Nair (Managing Director)

5. The company is primarily engaged in a single segment viz. Financial Services and related activities, therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

6. (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

(b) Debit and Credit balances are subject to confirmation of parties.

7. Provision for taxation has been made during the year under "Minimum Alternate Tax" (MAT) as per the provisions of the Indian Income Tax Act, 1961, which can be setoff in the subsequent year based on the provisions of Section 115 JB.

8. The Company has revised depreciation rates on Fixed Assets effective 1st April, 2014 in accordance with requirements of Schedule II of Companies Act, 2013 ("the Act"). The remaining useful life of the Fixed Assets has been revised by adopting standard useful life as per new Companies Act 2013. The carrying amount of the Fixed Assets as on 1st April, 2014 is depreciated over the remaining useful life. As a result of this changes

(a) The depreciation charge for the year ended 31st March, 2015 is lower by Rs. 180,545/-

(b) There is a debit to retained earnings of Rs. 135,725/- for the Fixed Assets whose remaining life as on 1st April, 2014 is expired in accordance with revised life as per Companies Act 2013.

9. Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures


Mar 31, 2014

1) Terms and rights attached to Equity Share.

The company has only one class of Equity share having a Par Value of Rs. 10/- each. Each holder of equity share is entitled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by the share holders in the ensuring Annual General Meeting.

In the event of liquidation of the company, the holder 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.

2) Aggregate Number of Shares allotted as fully paid up without payment being received in cash during a period of 5 years preceding the date at which the balance sheet is prepared.

As per records of the company, including its register of share holders/ members and other declarations received from the shareholders regarding beneficial interest, the above represents both legal and beneficial ownership of shares.

3) Employees Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employee Stock Option Scheme has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs. 10/-

g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

h) Details of movement of Options

Terms of Repayment

1) Overdraft Facility from ICICI Bank The loan was sanctioned on 19th August, 2006. The bank may at its sole discretion on expiry of 12 months, renew the facility for an additional 12 months on each renewal, such that original term and subsequent renewal terms does not exceed 10 years. The bank on each renewal would reduce the Overdraft limit by Rs. 14.20 Lakhs. Type of Interest is Floating Rate of Interest presently at 17 %.p.a.

2) Vehicle loan from HDFC Bank was sanctioned on 17.09.2012 for a period of 5 years. Current EMI per month is Rs. 42,620/-.

4. CONTINGENT LIABILITIES

Particulars For the year For the year Ended Ended 31st March 31st March 2014 2013

1) Guarantees issued by the company on 40,600,000 67,500,000 behalf of its associates for acquiring office premises

2) Counter Guarantees issued by 30,000,000 17,000,000 Transwarranty Finance Limited to bankers on behalf of its subsidiary company Vertex Securities Limited for Exchange Margin requirements

70,600,000 84,500,000

5. RELATED PARTY DISCLOSURES

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company : Vertex Securities Limited (VSL)

Vertex Commodities and Finpro (P) Ltd. (VCFPL)

(b) Associated Company : Transwarranty Advisors Private Limited (TAPL) ( Until 16/12/2013)

Transwarranty Private Limited (TPL) (Until 16/12/2013)

(c) Key Management Personnel : Mr. Kumar Nair (Managing Director)

6) The company is primarily engaged in a single segment viz. Financial Services and related activities , therefore the separate disclosures required under Accounting Standard (AS-17) on "Segment Reporting" issued by ICAI are not applicable.

7) (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business, (b) Debit and Credit balances are subject to confirmation of parties.

8) Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures


Mar 31, 2013

Particulars For the year For the year Ended on Ended on 31st March, 31st March 2013 (Rs.) 2012(Rs.)

1. Contingent Liabilities

1) Guarantees issued by the company on behalf of its associates for acquiring 67,500,000 67,500,000 office premises

2) Counter Guarantees given to bankers on behalf of subsidiary companies for 17,000,000 60,000,000 Exchange Margin Requirements

3) Guarantees issued by the company on behalf of its Subsidiary Company for Inter - 12,500,000 Corporate Deposits taken.

4) Claims against the company not acknowledged as debt

a) Tax Demand in respect of which company''s Appeal is pending before the first - 1,164,113 appellate authority (Income Tax) for the Assessment Year 2008-09.

a) Tax Demand in respect of which company''s Appeal is pending before the first appellate authority (Income Tax) for the Assessment Year 2009-10. - 3,429,838 84,500,000 144,593,951

2. RELATED PARTY DISCLOSURES

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company

Vertex Securities Limited (VSL)

Vertex Commodities and Finpro (P) Ltd. (VCFPL)

(b) Associated Company

Transwarranty Advisors Private Limited (TAPL) Transwarranty Private Limited (TPL)

(c) Key Management Personnel

Mr. Kumar Nair (Managing Director)

3. The company is primarily engaged in a single segment viz. Financial Services and related activities, therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

4. (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

(b) Debit and Credit balances are subject to confirmation of parties.

5. Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures.


Mar 31, 2012

1) Terms and rights attached to Equity Share

The company has only one class of Equity share having a Par Value of Rs. 10/- each. Each holder of equity share is entitled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by the share holders in the ensuring Annual General Meeting.

In the event of liquidation of the company, the holder 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.

2) Employees Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employee Stock Option Scheme has been approved by the Board of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs. 10/- g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on

Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

h) Details of movement of Options

Note:-

Terms of Repayment

1) Overdraft Facility from ICICI Bank The loan was sanctioned on 19th August, 2006. The bank may at its sole discretion on expiry of 12 months, renew the facility for an additional 12 months on each renewal, such that original term and subsequent renewal terms does not exceed 10 years. The bank on each renewal would reduce the Overdraft limit by Rs. 14.20 Lakhs. Type of Interest is Floating Rate of Interest presently at 15.75%.p.a.

2) Overdraft from CSB is Working Capital Facility for Gold Loan against the securities not older than six months and personal guarantee of the Managing Director. Tenure of the loan is for 12 months and repayable on demand. Limit shall be renewed before the expiry of the sanctioned period of one year. Current Interest rate is 15.50% p.a.

3) Vehicle loan from Federal Bank was sanctioned on 12.02.2009 for a period of 5 years. Current EMI per month is Rs. 57,213/-.

1) Aggregate amount of Quoted investments is Rs. 107,448,340/- (P.Y. Rs. 97,440,644/-) and market value is Rs. 189,859,591/- (P.Y. Rs. 615,540,979/-)

2) Aggregate amount of Un Quoted investments is Rs. 33,673,630/- (P.Y. Rs. 48,713,600/-)

(a) Aggregate amount of quoted investments is Rs. 561,911/- ( P.Y. Rs. Nil/-) and market value Rs. 362,778/- (P.Y. Rs. Nil).

(b) Aggregate provision made for dimunution in value of investments is Rs. 355,385/- ( P.Y. Rs. 139,687/-).

3. CONTINGENT LIABILITIES

1) Guarantees issued by the company on behalf of its associates for acquiring 67,500,000 68,799,162 office premises

2) Counter Guarantees given to bankers on behalf of subsidiary companies for 60,000,000 125,000,000 Exchange Margin Requirements

3) Guarantees issued by the company on behalf of its Subsidiary Company for Inter 12,500,000 10,000,000 Corporate Deposits taken.

4) Claims against the company not acknowledged as debt

a) Tax Demand in respect of which company's Appeal is pending before the first 1,164,113 1,164,113 appellate authority (Income Tax) for the Assessment Year 2008-09.

b) Tax Demand in respect of which company's Appeal is pending before the first 3,429,838 - appellate authority (Income Tax) for the Assessment Year 2009-10. 144,593,951 204,963,275

4. The company is primarily engaged in a single segment viz. Financial Services and related activities , therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

5. (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business.

(b) Debit and Credit balances are subject to confirmation of parties.

6. Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures


Mar 31, 2011

1) CONTINGENT LIABILITIES

S.No Particulars 2010-11 2009-10 (Rs.) (Rs.)

1 Guarantees issued by the company on behalf of its 68,799,162 68,799,162 associates for acquring office premises

2 Counter Guarantees given 125,000,000 - to bankers on behalf of subsidiary companies for Exchange Margin Requirements

3 Guarantees issued by the company on behalf of its 10,000,000 - Subsidiary Company for Inter Corporate Deposits taken.

4 Claims against the company

not acknowledged as debt a) Tax Demand in respect of 1,164,113 - which company's Appeal is pending before the first appellate authority (Income Tax) for the Assessment Year 2008-09.

5) Pursuant to the Scheme of Amalgamation ["the Scheme"] under section 391 to 394 of the Companies Act, 1956, Transwarranty Credit Care Pvt. Ltd(TCCPL), and Transwarranty Forex & Commodities Pvt. Ltd.(TFCPL) are merged with Transwarranty Finance Limited (TFL) (Transferee Company) vv.e.f April 01, 2009 ["the Appointed date"] in terms of the Order dated October 15 ,2010 of Hon'ble High Court of Judicature at Mumbai, sanctioning the Scheme and is effective from November 01, 2010.

With effect from the Appointed date, all the business undertakings, assets,liabilities, rights and obligations of each of the Transferor Companies stood transferred to and vested in the Transferee Company in consideration for issue of,

(i) for every 3 (three) equity shares of TCCPL, 2 (two) equity shares of TFL, and allotment of 3,506,667 equity shares of Rs.10/- each fully paid up , and 3,486,333 equity shares of Rs.10/- each, credited as Rs. 2.50 paid up in the capital of TFL to equity shareholders of TCCPL holding Rs.2.50/- paid up equity shares of Rs.10/- each.

(ii) for every 3 (three) equity shares of TFCPL, 2 (two) equity shares of TFL, and allotment of 3,118,346 equity shares of Rs.10/- each, credited as fully paid-up and 328,207 equity shares of Rs.10/- each, credited as Rs. 2.50 paid up in the capital of TFL to equity shareholders of TFCPL holding Rs.2.50/- paid up equity shares of Rs.10/- each.

In terms of Clause 10.7 of the Scheme, the shares totaling 5,225,000 [Fifty two Lakhs twenty five thousand only] equity shares of Rs. 10 each fully paid up of Transwarranty Finance Limited ('Transwarranty Shares') to be issued by TFL in lieu of equity shares held by TFL in the share capital of TCCPL and TFCPL are issued to a trustee which would hold such shares in trust together with additions and accretions thereto, exclusively for the benefit of the share holders of TFL subject to the powers, provisions,discretions, rights and agreements contained in the instrumen incorporating( TFL - TCCPL and TFCPL Merger Scheme Trust). The Amalgamation has been accounted for under the "Pooling of Interests method" as prescribed by Accounting Standard 14- Accounting for Amalgamations [AS-14] issued by the Institute of Chartered Accountants of India. Accordingly, the assets, liabilities and reserves of the Transferor Companies have been taken over at their book values on the Appointed date.

Consideration

6,625,013 fully paid equity shares of Rs. 10 each and 3,814,540 partly paid (Rs. 2.50 paid up)equity shares of Rs.10 each were issued to the share holders of erstwhile TCCPL and TFCPL by TFL which amounts to an increase of Rs 75,786,480 in the paid up capital of the TFL. The difference between the transfer of Assets and Liabilities after considering issue of equity shares as mentioned above is adjusted in Goodwill on amalgamation / Reserve on amalgamation. Goodwill on amalgamation is to be written off over a period of five years as per the AS-14.

Pursuant to sanction of the Scheme of Amalgamation:

(a) Authorised Share Capital of TFL stands increased as under:

Equity Share Capital 31,000,000 Equity Shares of Rs. 10 each Rs. 310,000,000

In view of the aforesaid amalgamations, the figures for the current year are not comparable with those of the previous year, which have not been restated.

EPS for the year has been worked after taking into effect number of shares to be allotted on amalgamation.

6) Employe Stock Option Scheme

a) The Transwarranty Finance Limited (TFL) Employe Stock Option Scheme has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

f) The exercise price has been determined to be Rs.10/-

g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance Note on Accounting for Employee Share-Based payments" issued by the Institute of Chartered Accountants of India".

i) Had fair value method been used, the compensation cost would have been higher by Rs.7.46 Lakhs (Previous Year Rs. 11.72 Lakhs) Loss after tax would have been higher by Rs.7.46 Lakhs (Previous year Rs.11.72 Lakhs) and EPS - both basic and diluted - would have been Rs.0.20 Per share (Previous Year Rs.(0.68 )Per share)

7) The company is primarily engaged in a single segment viz. Financial Services and related activities, therefore the separate disclosures required under Accounting Standard (AS-17) on Segment Reporting issued by ICAI are not applicable.

8) Related Party Disclosures

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(I) List of Related parties

(a) Subsidiary of the company : Vertex Securities Limited

Vertex Commodities and Finpro (P) Ltd.

(b) Associated Company : Transwarranty Advisors Private Limited

Transwarranty Private Limited

(c) Key Management Personnel : Mr. Kumar Nair (Managing Director)

9) (a) Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business. (b) Debit and Credit balances are subject to confirmation of parties.

10) Previous Year figures are regrouped or rearranged wherever necessary to correspond with the current year figures

11) Advances recoverable in cash or kind or for value to be received includes Rs. 4.34 Crores (P.Y. Rs.4.33) as advance against capital expenditure outstanding for a period more than 180 days.


Mar 31, 2010

1) CONTINGENT LIABILITIES

a) Guarantees issued by the company on behalf of its subsidiaries and associates is Rs. 6,87,99,162/- (p.y. Rs. 4,19,00,000/-).

2) AUDITORS REMUNERATION

31.03.2010 31.03.2009

(Rs.) (Rs.)

(I) As Auditors 60,000 50,000

(II) In other capacities

- taxation matters - 20,000

- tax Audit Fees 20,000 20,000

- For other Matters 15,000 10,000

95,000 100,000

3) EARNING / EXPENDITURE in FOREIGN CURRENCY

Earnings in Foreign exchange as fees for professional Services rendered Nil Nil

Expenditure incurred in Foreign CurrencyNil Nil

4) petition to Honble High Court at Bombay has been fled for Scheme of Amalgamation of transwarranty Credit Care private limited (TCCPL ) and transwarranty Forex & Commodities private limited (TFCPL ) with transwarranty Finance limited (TFl) with effect from 1st April, 2009. parent company holds 50.05% of shares in TCCPL at a cost of Rs. 525.00 lakhs and holds 50.05% of shares in TFCPL at a cost of Rs.258.75 lakhs. the Honble High Court of Bombay has directed TFL to conduct a meeting of equity shareholders on 7th June, 2010. As the process of Amalgamation has not yet been completed, the impact of said Amalgamation has not been accounted for in the above fInancial results.

5) employe Stock option Scheme

a) the transwarranty Finance limited (TFL) employe Stock option Scheme has been approved by the Board of Directors of the company on 10th March, 2008.

b) the vesting period is over five years from the date of grant, commencing after one year from the date of grant.

c) exercise period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) the options will be settled in equity shares of the company.

e) the company used the intrinsic value method to account for ESOPS..

f) the exercise price has been determined to be Rs.10/- g) Consequently, no compensation cost has been recognized by the company in accordance with the "Guidance note on Accounting for employee Share- Based payments"issued by the Institute of Chartered Accountants of India".

i) Had fair value method been used , the compensation cost would have been higher by Rs.11.72 lakhs (previous year Rs. nil) loss after tax would have been higher by Rs.11.72 lakhs (previous year Rs.nil) and EPS - both basic and diluted - would have been Rs.(0.68) per share (previous year Rs.0.49 per share)

7) the company is primarily engaged In a single segment viz. Financial Services and related activities , therefore the Accounting Standard (AS-17) on Segment Reporting issued by ICAI is not applicable.

8) Related party Disclosures

As per Accounting Standard (AS-18) on Related party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(i) List of Related parties

(a) Subsidiary of the company : Transwarranty Credit Care private limited,

Transwarranty Forex & Commodities private limited

Vertex Securities limited

Vertex Commodities and Finpro (p) ltd.

(b) Key Management personnel : Mr. Kumar nair (Managing Director)

9) (a) Current Assets, loans and Advances are approximately of the value stated, if realised in the ordinary course of business. (b) Debit and Credit balances are subject to confirmation of parties.

10) previous year figures are regrouped or rearranged wherever necessary to correspond with the current year figures

11) Advances recoverable in cash or kind or for value to be received includes Rs. 4.33 Crores as advance against capital expenditure outstanding for a period more than 180 days.

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