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Notes to Accounts of VJTF Eduservices Ltd.

Mar 31, 2015

1. Contingent Liabilities not provided for in respect of:

a. Disputed Income Tax matters: Rs. 834,014 (Previous period: Rs. 834i014).

b. Corporate Guarantees/ Securities given as under:

2. In tbe opinion of tbe Board, assets otber tban fixed assets and non-current investments bave a value on realization in tbe ordinary course of business, at least equal to tbe amount at wbicb tbey are stated.

3. Balances in Trade Receivables, Trade Payables and Advances and Deposits given are subject to confirmation.

4. Tbere are no dues payable to Micro, Small and Medium Enterprises as at tbe Balance sbeet date.

5. Related Party Disclosures:

Tbe information as required by Accounting Standard 18 relating to 'Related Party Disclosures' is given below:

i. List of Related Parties:

(As identified by tbe Management)

A. Enterprises wbere control exists:

1. Subsidiaries:

- VJTF Buildcon Private Limited

- VJTF Infrastructure Private Limited

- Risbi Reality Leasing Services Private Limited

2. Others (Enterprises where the Company or its Directors/ Shareholder are exercising significant influence):

- VJTF Construction Private Limited

B. Key Management Personnel and their Relatives:

1. Dr. Vinay Jain, Director

2. Dr. Raina Jain, Director

3. Mr. Dharamchand Shah, Relative

4. Smt. Bimladevi Shah, Relative

5. Dharamchand Shah (HUF)

6. Vinay Jain (HUF)

ii. Transactions during the year (at arm's length) and balances outstanding as at the period end with related parties are as follows :

6. Disclosure as required under Section 186 (4) of the Companies Act, 2013:

i. There are no Investments made and Loans given except in/to Related Parties for which refer Note 13.

ii. The purpose of Investments made and loans given – Business purposes and Deployment of surplus fund of the Company.

7. Gratuity:

The following tables summaries the components of net benefit:

8. Pursuant to enactment of the Companies Act, 2013 and its applicability for accounting period commencing from 1st April, 2014, the estimated useful lives of fixed assets have been reviewed and revised generally to align with the provisions of Schedule II to the Act. Consequently:

i. The Company has fully depreciated the carrying value of assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1, 2014, and has added an amount of Rs. 1,328,928 (Net of Deferred Tax Credit of Rs. 638,251) to the opening Deficit in the Statement of Profit and Loss under Reserves and Surplus.

ii. As a result, the net depreciation charge for the year is lower by Rs. 1,709,000

9. LEASE:

Disclosures in accordance with Accounting Standard 19- Leases as specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 are given below:

The Company has taken commercial premises under cancellable Operating Lease. The Lease Agreement is usually renewable by mutual consent on mutually agreeable terms.

Expenses in respect of Operating Leases are disclosed under Note 23.

10. As the Company has only one segment, "Segment Reporting" in terms of Accounting Standard 17 as specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is not applicable.

11. Basic and Diluted Earnings Per Share (EPS) for the Eighteen months period ended on 31st March, 2015:

12. DEFERRED TAX:

In accordance with Accounting Standard 22 "Accounting for Taxes on Income" notified under Companies (Accounting Standards) Rules, 2006, the company has accounted for deferred tax in the books. Deferred tax Assets/ (Liabilities) at the period end comprises timing difference on account of:

13. a. Figures in brackets are related to the previous period.

b. The previous period consisted of eighteen months as compared to twelve months in current year and therefore, the current years' figures are not comparable with those of the previous period.


Mar 31, 2014

1.(a) Terms, Rights and Preferences attached to Equity shares:

Each holder of equity shares is entitled to one vote per share. The shareholders have the right to receive interim dividends declared by the Board of Directors and Final dividend proposed by the Board of Directors and approved by the shareholders In the event of liquidation of the Company , the shareholders will be entitled in proportion to the number of equity shares held by them to receive remaining assets of the Company, after distribution of all preferential amounts. However, presently there are no such preferential amounts.

The shareholders have all other rights as available to equity shareholders as per the provisions of the Companies Act,1956, read together with the memorandum and Articles of Association of the Company, as applicable.

Term of Repayment of Term Loans I From Greater Bank

(a) During the month of July,2011, the Company changed the terms of the loan of Greater Bank; previously held as Flexi Overdraft now converted to Mortgage Loan.

(b) Term Loan Rs. 8.00 Crores in August, 2011 and Rs. 6.00 Crores in March, 2013 taken from Greater Bank and carries interest at 15.50%p.a. The Term loan is secured by Equitable Mortgage of Immovable properties of Company, Directors and a subsidiary and personally guaranteed by the Directors and certain Relatives and also guaranted by a subsidiary. The loan is repayable in 120 monthly installments commencing from 10th September, 2011 and ending on September, 2023.

* The overdraft was taken from Greater Bank carries an interest of 12.25% p.a. The overdraft is secured by margin money deposit.

NOTE:

* Net of provision for diminution written back Rs. 1,52,61,954 (previous year Rs. Nil)

NOTE 2:

a.Contingent Liabilities not provided for in respect of:

i.Disputed Income Tax matters: Rs.8,34,014, (Previous period: Rs.8,34,014).

ii.Corporate guarantees/ securities given as under:

(Figures in Rs.) Sr. As at 30th As at 31st No. Entity/Persons March 2014 September, 2012

1 VJTF Infrastructure Private Limited 25,00,00,000 25,00,00,000

2 Mr.Dharamchand Shah, Mrs. Bimla Devi Shah, Dr. 3,00,00,000 3,00,00,000

Mrs. Raina Jain and Dr. Vinay Jain_

3 Dr. Mrs. Raina Jain and Dr. Vinay Jain 4,00,00,000 4,00,00,000

4 Dr. Mrs. Raina Jain 60,00,000 - Total 32,60,00,000 32,00,00,000

b. In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business, at least equal to the amount at which they are stated.

c. Balances in Trade Receivables, Trade Payables and Advances and Deposits given are subject to confirmation.

d. There are no dues payable to Micro, Small and Medium Enterprises as at the Balance sheet date.

NOTE: No amounts pertaining to related parties have been written off / back or provided for.

Note: The estimates of rate of escalation in salary considered in actuarial valuation have taken into account the inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

e. LEASE:

Disclosures in accordance with Accounting Standard 19- Leases prescribed by Companies (Accounting Standards) Rules, 2006 are given below:

The Company has taken / given commercial premises under cancellable Operating Lease. The Lease Agreement is usually renewable by mutual consent on mutually agreeable terms.

The rental income and expenses in respect of Operating Leases are disclosed under Note 19 and i. As the Company has only one segment, "Segment Reporting" in terms of Accounting Standard 17 as notified under the Companies (Accounting Standard) Rules, 2006, is not applicable.

3. a. Figures in brackets are related to the previous period.

b. Effect of amalgamation was given in the previous period and therefore, the previous period figures, as such, are not comparable with the current period. Previous period figures have been regrouped / rearranged wherever considered necessary so as to make them comparable with those of the current year.


Sep 30, 2012

1. Contingent liability not provided for in respect of:

a) Disputed Income Tax matters: -8,34,014, (Previous year: NIL).

2. In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business, at least equal to the amount at which they are stated.

3. Balances in Trade Receivables, Trade Payables, Advances and Deposits given and unsecured loans taken are subject to confirmation.

4. There are no dues payable to Micro, Small and Medium Enterprises as at the Balauce sheet Date.

5. Amalgamation of Vinay Jain''s Training Forum Private Limited. (VJTF) (Transferor) with the Company:

a. Pursuant to the scheme of amalgamation (''scheme'') under section 391 to 394 of Companies Act, 1956 sanctioned by the Honorable High Court of Bombay vide Order dated 20th December, 2012 and filed with Registrar of Companies, Mumbai on 6th February, 2013 (the effective date), VJTF whose core activity was providing for educational services, was amalgamated with the Company, with effect from the appointed date i.e. 1st April, 2011.

Upon the scheme becoming effective, all the assets and liabilities, contractual obligations etc. of the VJTF have been transferred and stand vested with the Company from the effective date and from the said date, VJTF has carried on all its business and activities for the benefit of and in trust for the Company. Accordingly, all the income and expenses accruing to VJTF Pvt. Ltd. have been treated as that of the Company.

The Amalgamation has been accounted for under the "pooling of interest" method as prescribed by the Accounting Standard AS-14, "Accounting for Amalgamations" notified under the Companies (Accounting Standards) Rules, 2006. Accordingly, the assets and liabilities and reserves of the erstwhile VJTF Pvt. Ltd. as on appointed date have been taken over at their book values, summarized as under:

b) Purchase Consideration:

I. Four Equity Shares of Re. 10/- each credited as fully paid up for every One Equity Shares of Rs.10/- each fully paid up held in VJTF aggregating to Rs. 12,20,00.000.

II. One Equity Shares of Re. 10/- each credited as fully paid up for every One Preference Shares of Rs.10/- each fully paid up held in VJTF issued after appointed date though covered by the ''scheme'' aggregating to Rs.4,00,00,000.

III. Pending issue of Equity shares as stated above, the consideration is reflected as ''Shares Suspense Account'' in the Financial Statements.

c) From the Effective date:

i) The Authorised Share Capital of the Transferor Company shall stand transferred to and combined with the Authorised Share Capital of the Transferee Company without any- further act or deed.

ii) The name of the Transferee Company shall stand altered and changed from "Artheon Finance Limited" to "VJTF Eduservices Limited" without any further procedure and other applicable provisions of the Companies Act, 1956.

iii) The registered office of the Transferee Company shall stand altered and changed from "201, Sumer Kendra, Pandurang Budhkar Marg, Worli, Mumhai - 400018, Maharashtra, India" to "1st Floor, Neelkanth Apartments, Rainchandra Lane, Malad (West) - 400084, Maharashtra, India" without any further procedure and other applicable provisions of the Companies Act, 1956.

iv) The Directors of the Transferor Company shall continue to be the Directors of the amalgamated Company and the Directors of the Transferee Company shall cease to become the Directors of the Transferee Company.

v) The promoters of the Transferor Company shall continue to be the promoters of the Transferor Company and the promoters of the Transferee Company shall cease to become the promoters of the Transferee Company and the promoters of the Transferor Company shall become the promoters of the Transferee Company.

vi) All employees of the Transferor Company on the rolls of the Transferor Company on the Effective Date shall become the employees of the Transferee Company- on such date without any break or interruption hi service and on terms and conditions not less favorable than those on which they are respectively engaged by the Transferor Company as on the

Effective Date.

vii) The statutory auditors of the Transferee Company shall cease to be the statutory auditors of the Company and M/s. J. Kala & Associates shall "he appointed as the statutory auditors of the Company without, following any further procedure as laid under the Companies Act, 1956.

d) The title of the assets of the transferor and transferee companies in the name of the Company would be carried out in due course.

The Financial Year of the Company has changed to eighteen months for the period ended 30th September, 2012 and includes the effect of amalgamation as stated above. Therefore, previous year figures are not comparable.

6. Related Party Disclosures:

The information as required by Accounting Standard 18 relating to ''Related Party Disclosures'' is given below:

I. List of Related Parties:

(As identified by the Management)

A) Enterprises Where Directors And/or Shareholders having Significant Influence (with whom Company had transactions):

Integrated Documentation Consultants Pvt. Ltd.

B) Key Management Personnel and their relatives:

a) Mr. M. L. Tulsyan, Director (Till 31st March, 2011)

b) Mr. Susbil Jiwarajka, Director

8. LEASE;

Disclosures in accordance with Accounting Standard 19- Leases prescribed by Companies (Accounting Standards) Rules, 2006 are given below:

The Company has taken / given commercial premises under cancellable Operating Lease. The Lease Agreement, is usually renewable by mutual consent on mutually agreeable terms.

The rental income and expenses in respect of Operating Leases are disclosed under Note 18 and 21, respectively.

7. As the Company has only one segment, "Segment Reporting" in terms of Accounthig Standard 17 as notified under the Companies (Accounting Standard) Rules, 2006, is not applicable.

8. a) The revised Schedule VI has become effective from lsl April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Accordingly, the company has reclassified the previous year figures to this year classification. The adoption of revised Schedule VI does not impact revenue recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2010

1) Contingent liability not provided for in respect of demand raise by Income Tax department for the Assessment Year 2005-06 amounting to Rs.750795/-.The Company has preferred an appeal and same is pending before commissioner of income tax (appeal).

2) In the opinion of the Board, Current Assets, Loans & Advances are approximately of the same value as stated in the Balance Sheet, if realized in the ordinary course of business.

3) Loans & advances include Rs 1411500/- due from a Associate Companies ( Previous year Rs. 1411922/-)

4) Related Parties Disclosure :

As per the Accounting Standard-18 on "related party disclosure", issued by the "Institute of Chartered Accountants of India, the related parties of the Company are as follows:

I) Associated Companies / Firms.

a) Artheon Battery Company Pvt Ltd

b) Artheon Energy Pvt Ltd.

c) Artheon Electronics Limited.

d) Essjay Ericsson Private Limited

II) Key Managerial Person: Shri. S. K. Jiwarajka

III) The nature of volume of transaction the company during the year with the related parties were as Follows :

a) Associated Companies / Firms: Rs NIL (Balance As on 31.03.2009 Rs.200000/-)

b) Advance for property to associate company Rs 1411500/-(Balance As on 31.03.2009 Rs. v^ns>l411922/-)

5) Previous years figures have been re grouped wherever necessary so as to make them comparable with those of the current year.

 
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