Home  »  Company  »  Vishal Fabrics Ltd.  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Vishal Fabrics Ltd.

Mar 31, 2015

NOTE: 1 COMPANY INFORMATION

The company was incorporated as private limited company as Vishal Fabrics Private Limited on 22/10/1985 under the Companies Act, 1956, in the state of Gujarat at Ahmedabad. The company was then converted in to public limited company on 31/03/2014, subsequently name change to Vishal Fabrics Limited. The company had came out with IPO by offering 3474000 equity shares of Rs. 45/- (including premium Rs. 35/-) and listed on BSE SME Platform.

Vishal Fabrics Limited promoted by Chiripal Group engaged in manufacturing of wide range of textile fabrics on Job work and own requirement having manufacturing fabrics at Ranipur, Opp. Kashiram Mills, Narol Road, Narol, Ahmedabad.

2.1 3474000 Equity Shares @ Rs. 45/- each (including premium Rs. 35/-) were alloted under IPO Issue as on 31st July 2014 in Accounting year 2014-15

2.2 There was a sub division of Equity Share Capital from Rs. 100/- to Rs. 10/- per share vide board resolution dt. 25th February 2014 in Accounting year 2013-14

2.3 Terms attached to Equity Share

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.

In the event of liquidation of the Company, the holders of the equity shares would 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 the equity shares held by the shareholders.

2.4 As per the records of the Company including its Register of Shareholder/members, the above shareholding represent both legal & beneficial ownership of the shares

3.1 Term Loan Rs. 71436140/- (P.Y. Rs. 96073599/-) are secured by way of first pari passu over all fixed assets/ immovable properties of the company situated at Ranipur, Narol Road, Narol, Ahmedabad over the movable assets including Plant & Machineries situated at Ranipur Narol road, Narol Ahmedabad, further corporate guarantee given by certain companies and personal guarantee of Managing Director and relative of such Managing Director, repayable in 28 to 32 equal quarterly installments having rate of interest of 14.25% to 14.50% p.a. Further Term Loans are secured by second pari passu charge over current assets.

3.2 Vehicles Loans are secured by hypothecation of vehicles in favour of Bank.

3.3 Other loans and advances from bank (un secured) is collaterally secured by property situated at A-621 Sushant Lok-1, Nr. Centre Point Pizza Hut, Gurgaon, Delhi owned by partnership firm own by relatives of Managing Director, further guarantee of Managing Director, relative of such Managing Director of the company and corporate guarantee of Chiripal Industries Ltd.

4.1 Working capital loans are secured by hypothecation of present and future stock of Raw Materials, Stock In Process, Semi Finished Goods, stores and spares, Book Debts and receivables further corporate guarantee given by certain companies and personal guarantee of Managing Director and relatives of such Managing Director of the Company repayable on demand having interest rate of 13.50% to 14.25%.

Note: 5 Contingent Liabilities

a) The estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 250.00 Lac. (P.Y. 500.00 Lac.) against which advance have been paid Rs. 111.30 Lac. (P.Y. 409.98 Lac.)

b) Un-expired Letter of Credits and Bank Guarantee (net of margins) Rs. 740.27 Lacs (Previous Year Rs. 480.28 Lacs)

c) As per information and explanation given to us, an employee fraud had occurred in the company for the amount aggregating to Rs. 1193137/- as per the FIR filed with the Police station, Ahmedabad out that Rs. 66927/- covered in the F.Y.2007-08. The company has not provided for that in the books of account and shown as recoverable in the name of employee under the head Loans and Advances as the board is of the opinion that the amount is fully recoverable.

d) During the F.Y. 2010-11 Fire has occurred in the factory premises of the company and the company has acknowledge the claim of Rs. 763.65 lacs with insurance company for loss of damaged goods, out of total Rs. 717.92 Lacs for goods received from various parties for job work. The company has not provided for the same as the claim/matter is pending with insurance company till the date. The company has also not provided for loss of own goods costing Rs. 45.73 Lacs.

e) Civil Suit is filed against the company for recovery of Rs. 457378/- in City Civil Court, Ahmedabad and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

f) Deputy Commissioner of Customs, Custom Division, Jamnagar has imposed a penalty amounting to Rs. 90000/- and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

g) Company has filled petition against order of Textile Cess Appellate Tribunal for demand amounting to Rs. 1775285/- and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

h) There are seven cases filed against the company for aggregating to Rs. 250000/- with Labour Court Ahmedabad and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

Note: 6 During the year the Company has made an Initial Public Offer (IPO), for 34,74,000 equity shares of Rs. 10/- each at a price of Rs. 45/- per share (including premium of Rs. 35/- per share). The company is listed on BSE SME Platform.

Note: 7 The company has incurred Rs. 6050000/- for IPO and it has been treated as deferred revenue expenditure to be written off in next 5 years, commencing for F.Y. 2014-15.

Note: 8 Provision for current year's income tax aggregating to Rs. 60,00,000/- (P.Y. Rs. 77,00,000/- ) has been made on estimated basis for the accounting year ended on 31.03.2015. The actual tax liabilities of the company will be determined on the basis of taxable income of the company for F.Y 2014-15.

Note: 9 Foreign Exchange difference Credited to Profit and Loss Account amounting to Rs. NIL/- (P.Y. Rs. 12606/-)

Note: 10 Expenses includes following payments to Directors Employment cost include managerial remuneration paid / payable during the year in accordance with the provisions of the Companies Act, 2013

The employee wise break up & facility on account of gratuity based on an actual evaluation is not ascertainable. The amounts related to the Directors are therefore, not considered above.

Note: 11 Related Party

The Company has identified the following related parties under Accounting Standard – 18 on related parties, issued by the Institute of Chartered Accountants of India and as per Section 188 of the Companies Act, 2013.

a. Related parties with whom transaction have taken place during the year Associates /Enterprise which has significant influence

i. Chiripal Industries Ltd.

ii. Nandan Exim Ltd

iii. Shanti Export Pvt. Ltd.

iv. Chiripal Poly Films Ltd

v. Shanti Educational Initiative Limited

vi. Millestone Educom Trust

vii. Shanti Polytechnic Foundation Ltd.

viii. Dholi Integrated Spinning Park Ltd.

b. Key Management Personnel

i. Mr. Jyotiprasad D. Chiripal (Managing Director) (Appointment w.e.f. 20.07.04)

ii. Mr. Vinodkumar Ajmera (Vice President)

iii. Mr. Amit Kadmawala (Additional Director) (Appointment w.e.f. 13.11.14)

iv. Mr. Arakhita Khandul (Director)

v. Ms. Nitika D. Chiripal (Director) (Appointment w.e.f. 04.04.14)

vi. Ms. Dhara S. Shah (Additional Director) (Appointment w.e.f. 05.03.15)

vii. Mr. Maheshchandra Kawat (Chief Financial Officer) (Appointment w.e.f. 04.04.14)

viii. Ms. Poonam Pabla (Company Secretary)

ix. Mr. Vinodkumar Shah (Resignation w.e.f. 04.04.14)

x. Mr. Gautam Gandhi (Additional Director) (Resignation w.e.f. 29.04.15)

Note: 12 Deferred Taxes

In accordance with the Accounting Standard 22 "Accounting for Taxes on Income issued by the ICAI, the company has accounted for deferred taxes during the year.

Tax Impact for the above purpose has been arrived by applying a tax rate of 32.45% being the rate prevailing for the Indian Companies under the Income Tax Act, 1961

Note: 13 The Company is not a subsidiary company as on 31/03/2015. The Company was subsidiary of Chiripal Industries Limited in F.Y. 2013- 14.

Note: 14 Borrowing cost incurred during the year, which are attributable to the acquisition or construction of qualifying assets to the extent of Rs. Nil (P.Y. Rs. Nil) capitalized by the company.

Note: 15 Segment Information

a) The segments have been identified in line with the AS-17, taking into account the organization structure as well as the differential risks and returns of these segments. Business segments have been considered as primary segments.

b) Inter segment revenue have been accounted for based on the transaction price agreed between segments which is primarily market led.

c) Geographical segment is not considered as exports are insignificant.

Note: 16 Impairment of assets

The company has not recognized any loss on impairment in respect of assets of the Company as is required in terms of Accounting Standard 28 on Impairment of Assets issued by The Institute of Chartered Accountants of India, since in the opinion of the management the reduction in value of any assets, to the extent required, has already been provided for in the books.

Note: 17 Employee Benefit Plans

a) Defined Contribution Plans : Provident Fund

The Company makes Provident Fund contributions to defined contribution plans for qualifying employee. Under the schemes the company is required to contribute a specified percentage of the payroll costs to fund the benefits. The company recognized Rs. 3253943/- (P.Y. Rs. 4242228/-) for Provident Fund contributions in the statement of Profit and Loss. The contributions payable to these plans by the company are at rates specified in the rules of the schemes.

b) Defined Benefit Plans : Gratuity

The following table sets out the funded status of the defined benefit schemes and the amount recognized in the financial statements.

Note: 18

- The Previous year figures have been regrouped / rearranged to make them comparable with the current year's figures. Figures in brackets are of previous year's.

- In the opinion of the Board, all the current assets, Loans and advances have a value on the realization in the ordinary course of the business at least equal to the amount at which they are stated.

- Balances of sundry debtors, sundry creditors and loans and advances etc., are subject to confirmation and reconciliation, and consequential adjustment, if any.


Mar 31, 2014

1.1 345000 Shares @ Rs. 100/- each ware alloted as Bonus Shares by capitalisation of Securities Premium and General Reserves in the ratio of 3:1 vide board resolution dt. 20th January 2014.

1.2 There was a sub division of Equity Share Capital from Rs. 100/- to Rs. 10/- per share vide board resolution dt. 25th February 2014

1.3 4600000 shares @ Rs. 10/- each were allotted as Bonus shares by capitalisation of Securities Premium and General Reserves in the ratio of 1:1 vide board resolution dt. 25th February 2014

1.4 250000 shares allotted to M/s. Devkinandan Corporation LLP @ Rs. 10/- each and 250000 shares were allotted to M/s. Chiripal Exim LLP @ Rs. 10/- each vide board resolution passed dt. 29th March 2014.

1.5 Terms attached to Equity Share

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.

In the event of liquidation of the Company, the holders of the equity shares would 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 the equity shares held by the shareholders.

1.6 The details of Shareholders holding more than 5% shares

1.7 As per the records of the Company including its Register of Shareholder/members, the above shareholding represent both legal & beneficial ownership of the shares.

2.(a) 3. The maturity of unsecured loans and Other parties is between 1 to 2 year

2.(b) 1. Details of Security, Rates of Interest and Repayment and Terms (Secured)

In absence of available information regarding suppliers / buyers fall within definition of section 16 of Micro, Small and Medium Enterprises Development Act, 2006, the amount outstanding and interest due thereon to Micro, Small and Medium Enterprises is not ascertainable as on Balance Sheet date.

Note: 3 C

CONTINGENT LIABILITIES

(a) The estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 500.00 Lacs (P.Y. NIL) against which advance have been paid Rs. 409.98 (P.Y. NIL)

(b) Un-expired Letter of Credits and Bank Guarantee (net of margins) Rs. 480.28 Lacs (Previous Year Rs. 222.28 Lacs)

(c) As per information and explanation given to us, an employee fraud had occurred in the company for the amount aggregating to Rs.1193137/- as per the FIR filed with the Police station, Ahmedabad out that Rs.66927/- covered in the F.Y.2007-08. The company has not provided for that in the books of account and shown as recoverable in the name of employee under the head Loans and Advances as the board is of the opinion that the amount is fully recoverable.

(d) During the F.Y. 2010-11 Fire has occurred in the factory premises of the company and the company has acknowledge the claim of Rs.763.65 lacs with insurance company for loss of damaged goods, out of total Rs.717.92 Lacs for goods received from various parties for job work. The company has not provided for the same as the claim/matter is pending with insurance company till the date. The company has also not provided for loss of own goods costing Rs.45.73 Lacs.

(e) During the year company has received demand notice from the Income Tax Department for A.Y. 2011-12 amounting to Rs.730110/- against which the company has filed appeal with CIT(A) and matter is still pending at Balance sheet date. Accordingly company has not provided for demand of Rs. 730110/- in the books of account.

(f) Civil Suit is filed against the company for recovery of Rs. 457378/- in City Civil Court, Ahmedabad and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

(g) Deputy Commissioner of Customs, Custom Division, Jamnagar has imposed a penalty amounting to Rs. 90000/- and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

(h) Company has filled petition against order of Textile Cess Appellate Tribunal for demand amounting to Rs. 633613/- and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

(i) There are seven cases filed against the company for aggregating to Rs. 265000/- with Labour Court, Ahmedabad and according to the company the matter is still pending at the Balance sheet date hence not provided in the books of account.

Note: 4 Provision for current year''s income tax aggregating Rs.77,00,000/- (Previous Year Rs. 88,00,000/- ) has been made on estimated basis for the accounting year ended on 31.03.2014. The actual tax liabilities of the company will be determined on the basis of taxable income of the company for F.Y year 2013-14.

Note: 5 Foreign Exchange difference debited to Profit and Loss Account amounting to Rs. NIL/- (P.Y. Rs. 2121189/-) and Profit and Loss Account credited amounting to Rs. 12606/- (P.Y. Rs. NIL)

Note: 6 Expenses includes following payments to Directors Employment cost include managerial remuneration paid / payable during the year in accordance with the provisions of Section 198 of the Companies Act, 1956

The Company has identified the following related parties under Accounting standard - 18 on related parties, issued by the institute of chartered accountants of India.

a) Holding Company

Chiripal Industries Ltd.

b) Other related parties with whom transaction have taken place during the year Associates /Enterprise which has significant influence

i. Nandan Exim Ltd

ii. Prakash Calender Pvt. Ltd.

iii. Dindayal Processors Pvt. Ltd

iv. Shanti Export Pvt. Ltd.

v. S.D.Education Trust

vi. Chiripal Poly Films Ltd

vii. Shanti Education Initiative Ltd

viii. Quality Exim Pvt. Ltd.

ix. Deepak Impex Pvt. Ltd.

c) key management personnel

i. Mr. Mahavirsing Yadav (Resignation w.e.f. 04.04.2014)

ii. Mr. Jyotiprasad D. Chiripal

iii. Mr. Vinodkumar Ajmera

iv. Mr. Arakhita Khandual ( Appointment w.e.f. 04.04.2014)

v. Mrs. Nitika D. Chiripal ( Appointment w.e.f. 04.04.2014)

vi. Mr. Gautam C. Gandhi (Appointment w.e.f. 04.04.2014)

vii. Mr. Vinodkumar Shah ( Resignation w.e.f. 04.04.2014)

viii. Mrs. Binaben Khatri ( Appointment w.e.f. 31.03.2014 and Resignation w.e.f. 31.03.2014)

Note: 7 Deferred Taxes

In accordance with the Accounting Standard 22 "Accounting for Taxes on Income issued by the ICAI, the company has accounted for deferred taxes during the year.

a) The segments have been identified in line with the AS-17, taking into account the organization structure as well as the differential risks and returns of these segments. Business segments have been considered as primary segments.

b) Inter segment revenue have been accounted for based on the transaction price agreed between segments which is primarily market led.

Note: 8 Impairment of assets

The company has not recognized any loss on impairment in respect of assets of the Company as is required in terms of Accounting Standard 28 on Impairment of Assets issued by The Institute of Chartered Accountants of India, since in the opinion of the management the reduction in value of any assets, to the extent required, has already been provided for in the books.

Note: 9 Others

- The Previous year figures have been regrouped/rearranged to make them comparable with the current year''s figures. Figures in brackets are of previous year''s.

- In the opinion of the Board, all the current assets, Loans and advances have a value on the realization in the ordinary course of the business at least equal to the amount at which they are stated.

- Balances of sundry debtors, sundry creditors and loans and advances etc., are subject to confirmation and reconciliation, and consequential adjustment, if any.

 
Subscribe now to get personal finance updates in your inbox!