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Notes to Accounts of TVS Electronics Ltd.

Mar 31, 2016

1 Employee Stock Option Scheme 2011 (ESOP - 2011)

In accordance with Board resolution dated 23rd July, 2011 and Shareholders'' special resolution dated 21st September, 2011 the ESOP-2011 was instituted and following are the details :

i) During the year, 5,30,000 options granted earlier to a Director of the holding Company who has also become a Non Executive Non Independent Director of the Company effective 6th May, 2015 have been allotted. ESOP reserve in the books of Rs.109.45 Lakhs has been transferred to Securities premium on allotment of shares.

ii) During the year, 60,000 options has been granted on 6th May, 2015 to Managing Director of the Company and ESOP Reserve of Rs.15.55 Lakhs has been created.

iii) Further 3,00,000 options has been granted on 14th October, 2015 to Chief Operating Officer of the Company and ESOP Reserve of Rs.35.39 Lakhs has been created.


Mar 31, 2015

Right and preferences attached to equity share:

(i) Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act, 2013.

(ii) There are no restrictions attached to the equity shares.

2 Previous year figures have been regrouped wherever necessary to confirm to current year's classification.

Rs. in Lakhs

As at / Year ended As at / Year ended 31.03.2015 31.03.2014

3 Contingent liabilities and Commitments not provided for

a Contingent Liabilities

On Gurantees furnished by the Banks 316.36 154.36

b Claims against the Company not acknowledged as debt 2.00 2.00

c On Letters of Credit opened with Banks 1,401.84 847.54

d Commitments

Estimated amount of contracts remaining to be executed on capital account 241.37 83.21

4 Employee Stock Option Scheme 2011 (ESOP - 2011)

In accordance with Board resolution dated 23rd July, 2011 and Shareholders' special resolution dated 21st September, 2011 the ESOP-2011 was instituted and following are the details :

i) 12,000 options granted on 2nd May, 2012 to eligible directors has been vested on 2nd May, 2013 and Rs. 0.84 Lakhs has been debited to Statement of Profit & Loss

ii) 12,000 options granted on 5th February, 2014 to Independent directors with a vesting period of 12 months and Rs. 0.54 Lakhs has been debited to Statement of Profit & Loss.

iii) 5,30,000 options granted on 29th July, 2014 to a Director of holding Company and Rs. 72.96 Lakhs has been debited to Statement of Profit & Loss on pro-rata basis.


Mar 31, 2014

1. Right and preferences attached to equity share:

(i) Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act, 1956.

(ii) There are no restrictions attached to the equity shares.

Shares alloted during the year : 3,50,000 numbers of equity shares were alloted on 20th May 2013 to the holder of 3,50,000 numbers of warrants viz., M/S Tranzmute Business Advisory LLP, Mumbai on preferential basis. The premium received on allotment of Rs. 44,62,500/- is credited to Securities premium account.

2 Previous year figures have been regrouped wherever necessary to conform to current year''s classification.

3 Contingent liabilities and Commitments not provided for a Contingent Liabilities

Claims against the Company not acknowledged as debt 2.00 59.23

Bank Guarantees 154.36 138.51

Rs. in Lakhs

As at / Year As at / Year ended ended 31.03.2014 31.03.2013

Other money for which the company is contingently liable

On Letters of Credit opened with Banks 847.54 826.96 b Commitments

Estimated amount of contracts remaining to be executed on capital account 83.21 59.30

4 Employee Stock Option Scheme 2011 (ESOP - 2011)

In accordance with Board resolution dated 23rd July, 2011 and Shareholders'' special resolution dated 21st September, 2011 the ESOP-2011 was instituted during the year.

As per the above scheme, the company issued 2,15,000 numbers of options to six eligible employees / directors on 2nd May, 2012 at face value of Rs. 10/-. Of this 2,03,000 options lapsed. The cost of the vesting of live options in respect of the remaining 12000 options of Rs. 0.84 lakhs has been provided. This represents the excess of the market price viz., Rs. 7/- equity share over the issue price of Rs. 10/- per equity share as on the "Grant Date".


Mar 31, 2012

Right and preferences attached to equity share:

(i) Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act, 1956.

(ii) There are no restrictions attached to the equity shares.

Money received against share warrants:

This is in respect of 3,50,000 warrants. The holder of the warrants has the option to exercise the right to be allotted equal number of Equity shares of par value of Rs,10/- each at a premium of Rs.12.75 per equity share. The aggregate price of warrants is Rs.79.62 Lakhs. As per terms of allotment 25% is to be paid immediately on allotment. Thus a sum of Rs.19.91 Lakhs is received on 3™ October, 2011 viz., the date of allotment. Each warrant carries an option for conversion into equity. The option can be exercised in respect of any number of warrants. The conversion option is to be exercised before 2"d April, 2013. In case the warrant holder does not exercise the option before the said date the option to that extent not exercised shall lapse and the consideration paid in respect of such warrants shall be forfeited. Pending allotment of equity shares the warrants do not bear any interest. The equity shares allotted on exercise of option shall rank pari passu in all respects with the then existing fully paid up equity shares. The warrants allotted and equity shares allotted pursuant to the exercise of option shall be locked-in for a period of one year from the date of their allotment.

Particulars of shares held by the Holding Company

Out of equity shares issued by the Company, shares held by the Holding Company are as below:

The financial statements have been prepared in accordance with the norms and principles prescribed in the Accounting Standards issued by the Institute of Chartered Accountants of India which are itemised below.

1 Previous year figures have been regrouped wherever necessary to conform to current year's classification.

2 Contingent liabilities and Commitments not provided for a Contingent Liabilities

Claims against the Company not acknowledged as debt 49.22 127.50

Guarantees 229.30 296.74 Other money for which the company is contingently liable

On Letters of Credit opened with Banks 2,821.79 2,433.18

Central Excise Duty 45.62 45.62

Customs Duty (Including Special Additional Duty of Rs 41.26 Lakhs) 339.06 339.06

Service Tax 2.78 2.78


Mar 31, 2011

1 Previous year figures have been regrouped wherever necessary to conform to current year's classification.

2 Current Liabilities

There are three Micro and Small Enterprises, with whom the Company had transactions. However dues to them as at Balance Sheet date is Rs. NIL (Previous year Rs. 1.68 Lakhs). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act, 2006), has been determined to the extent such parties have been identified on the basis of information available with the Company.

3. Contingent liability not provided for Rs. in Lakhs

As at/ As at Year ended Year ended 31.03.2011 31.03.2010

a) On Letters of Credit opened with Banks 2,433.18 1,525.27

b) Bank Guarantees 296.74 498.71

c) Estimated amount of contracts remaining to be executed on capital account 2.70 5.68

d) Central Excise Duty 45.62 42.22

e) Customs Duty (including Special Additional Duty of Rs. 41.26 Lakhs) (Previous year -Rs. NIL) 339.06 50.53

f) Service Tax 2.78 123.92

g) Capital commitment made to TVS Shriram Growth Fund, Chennai (Formerly known as TVS Private Equity Trust) 1,050.00 2,100.00

h) Claims against the Company not acknowledged as debt 127.50 142.85

4 In accordance with the Board resolution dated 31st January, 2003 and Shareholders' Special Resolution dated 9th August, 2000 the Employee Stock Option Scheme, 2003 (ESOP - 2003) was instituted during year ended 31st December, 2003.

As per the above Scheme, the Company issued 2,11,000 numbers of options to 22 eligible employees. Of this 9,000 options have lapsed consequent to the resignation of an employee during year ended 31st December, 2003 and the total cost of the vesting of live options in respect of the remaining 2,02,000 options was Rs. 50.10 Lakhs. This represented the excess of the market price viz., Rs. 94.80 per Equity Share over the issue price of Rs. 70/- per Equity Share as on the "Grant Date".

As per the vesting plan of the Scheme, eligible employees shall exercise the option within 60 months from the date of vesting and any options not exercised within the aforesaid period shall lapse. Since inception of the Scheme, 2,10,000 options lapsed on account of non exercise of the options within the period permitted as above. In respect of an eligible employee 1,000 options continue to be live as of 31st March, 2011. During the year on account of lapse of 24,500 options, there is a credit to the Profit and Loss Account amounting to Rs. 6.07 Lakhs.


Mar 31, 2010

1 Previous year figures have been regrouped wherever necessary to confirm to current years classification.

2 Current Liabilities

There are three Micro and Small Enterprises, to whom the company owes dues (Previous year Nil), which are outstanding for more than 45 days as at 31st March 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

Rupees in Lakhs

As at /Year ended As at /Year ended 31.03.2010 31.03.2009

3 Contingent liability not provided for:

a) On letters of credit opened with banks 1,525.27 1,158.83

b) Bank Guarantees 498.71 479.13

c) Estimated amount of contracts remaining to be executed on capital account 5.68 89.18

d) Central Excise Duty 42.22 42.22

e) Customs Duty 50.53 172.53

f) Service Tax 123.92 123.92

g) Capital commitment made to TVS Shriram Growth Fund, Chennai (Formerly known as TVS Private Equity Trust) 2,100.00 2,100.00

j) Claims against the company not acknowledged as debt 142.85 100.02

4 In accordance with the Board resolution dated 31st January 2003 and shareholders special resolution dated 9th August 2000 the Employee Stock Option Scheme 2003 (ESOP - 2003) was instituted during year ended 31/12/2003.

As per the above scheme, the company issued 2,11,000 numbers of options to 22 eligible employees. Of this 9000 options have lapsed consequent to the resignation of an employee during year ended 31/12/2003 and the total cost of the vesting of live options in respect of the remaining 2,02,000 options was Rs.50.10 lakhs. This represented the excess of the market price viz., Rs. 94.80 per equity share over the issue price of Rs.70/- per equity share as on the "Grant Date".

On account of resignation of two employees during the period ended 31st March 2005, six employees during the year ended 31st March 2006, an employee during the year ended 31st March 2007, three employees during the year ended 31st March 2008, and two employees during the year ended 31st March 2009, and two employees during the year ended 31st March 2010, Rs 3.97 lakhs, Rs 13.39 lakhs, Rs. 14.88 lakhs, Rs 5.17 lakhs, Rs. 2.98 lakhs and Rs 3.35 lakhs respectively have been reversed.

During the year, there is a credit to the profit and loss account amounting to Rs. 3.35 lakhs on account of resignation of two employees. The revised total cost of vesting of remaining 25,500 live options as on 31.03.2010 is Rs 6.32 lakhs.

5 LICENSED AND INSTALLED CAPACITY

Information is not furnished in view of the abolition of the Industrial Licensing requirements.