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Notes to Accounts of Walchand Peoplefirst Ltd.

Mar 31, 2015

1A General Information:

Walchand PeopleFirst Limited (the 'company') is engaged in the business to impart training in soft skills like leaderships, communication, presentation, etc. The Company had acquired the franchise rights to offer, sell, teach and impart the training methods, techniques and programs developed by Dale Carnegie Training & Asso ciates, U.S.A. to individual and employees of the corporate.

2.1 Of the above Equity shares :

(a) 11,666 Shares were issued in 1961 by converting 35,000 Promoters' Shares of Rs. 3.75 each (Rs. 1,31,250) into 11,666 Shares of Rs.11.25 each and by utilising Rs. 2,18,730 from Capital Reserves for issue of 11,666 Shares of Rs. 18.74936 each and consolidating the two.

(b) 43,333 Shares of Rs. 30 each were issued in 1961 as Bonus Shares by utilising Capital Reserve of Rs. 12,99,990.

(c) During 1966, the face value of 1,71,675 Equity Shares was increased from Rs. 30 each to Rs. 50 each by utilising Rs. 34,33,500 from Reserve for Investments and Advances. Further 34,335 bonus Equity Shares of Rs. 50 each were issued as fully paid by capitalisation of Rs. 17,16,750 out of General Reserve.

(d) During 1970, the face value of equity Shares was increased from Rs. 50 to Rs. 60 per share by capitalising Rs. 20,60,100 from General Reserve.

(e) During 1984, the face value of Equity Shares was increased from Rs. 60 to Rs. 100 per share by capitalising Rs. 82,40,400 from General Reserve.

(f) During 1994-95, 78,880 Equity Shares of Rs. 100 each were issued to the promoters on the preferential basis.

(g) During 2009-10, 5499 Equity Shares of Rs 100 each were issued to one of the shareholder of the transferor company - Walchand TalentFirst Limited, on account of the scheme of amalgamation.

(h) During 2011-12, 2,90,389 Equity shares of Rs 100 each were subdivided into 29,03,890 shares of Rs 10/ each.

2.2 Terms and rights

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. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting.During the year the amount of dividend per share recommended by the Board of Directors to equity shareholders was Re 1. (31st March,2014 - Nil).

2.3 Holding company share holding details:-

Out of the 29,03,890 Equity shares, 15,20,486 Equity Shares are held by the holding company.(Previous year out of 29,03,890 Equity shares, 15,05,974 Equity Shares are held by the holding company).

The Board of Directors have recommended a final dividend of 10% in its Board meeting held on 6th May,2015 which is subject to shareholders' approval.The total amount of dividends proposed to be distributed to equity shareholders for the period April,2014 to March,2015 is Rs 29.04 Lacs.

Disclosures under Micro, Small and Medium Enterprises Act

Company has sent letters to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Act, 2006 as well as they have filed required memorandum with the prescribed authorities. This information is required to be disclosedunder the Micro, Small and Medium enterprises development Act,2006 and has been determined to the extent such parties have been identified on the basis of the information available with the company and have been relied upon by the auditors.

2.4 CONTINGENT LIABILITIES AND COMMITMENTS

Particulars As at As at March 31, 2015 March 31, 2014

Income tax Demands for A.Y 09-10 to A.Y. 12-13 amounting to Rs 178.70 lacs (previous year Rs 87.58 lacs) has been disputed by the company before CIT (Appeals)/Income Tax Tribunal. The management doesn't expect any liability crystallizing in these cases. 178.70 87.58

Municipal Corporation of Greater Mumbai (BMC) has demanded Rs 276.88 lacs (Previous year Rs 146.28 lacs) on account of Property Tax payable for the period 01st April, 2000 to 31st March, 2015. The company had filed an appeal and has been successful in the Court of Small Causes, Mumbai against which BMC has filed an appeal which is pending in Bombay High Court. Subsequently, around 2012 BMC changed the method of computation w.e.f A-Y 2010 to " Capital Based System" and had demanded new bills amounting to Rs 134.83 Lacs for the period FY-2010-11 till FY-2014-15 and taken further action. This has been also challenged before the Assessment Officer. Based on the legaladvice obtained in this case, the management believes that the ultimate outcome of this proceeding will be in companies favor and will not adversely impact the company's financial position. 276.88 146.28

2.5 RELATED PARTY DISCLOSURES:- A Description of Companies:

Name of the Related Party Walchand & Company. Pvt. Ltd. Walchand Netsoft Pvt Ltd.

Walchand Diamond Jubilee Trust

Nature of Relationship Holding Company Controlled Company Directors as Trustee

B Key Management Personnel: Name of the Related Party Mrs. Pallavi Jha Mr. Sanjay Jha Ms Shruthi Patni

Nature of Relationship

Chairperson & Managing Director Whole Time Director Chief Financial Officer

C Relative of Key Management Personnel: Name of the Related Party Mrs. Kamalini Bahubali Ms. Maithili Jha

Nature of Relationship

Mother of Chairperson & Managing Director Daughter of Chairperson & Managing Director


Mar 31, 2014

1 CONTINGENT LIABILITIES AND COMMITMENTS Rs. in Lacs

Particulars As at As at March 31, 2014 March 31, 2013

Income tax liability on disputed dues 87.58 76.89

In relation to payment of Rates and Taxes payable to Municipal Corporation of Great Mumbai (BMC) for the period from 1st April,2000 to 31st March 2014 the demand amount stated is disputed and Appeal is pending before the High Court. 146.28 145.66

In relation to Lease rental payable to Mumbai Port Trust the disputed amount stated has been challenged by the Company in the City Civil Court. 110.84 103.23

2 RELATED PARTY DISCLOSURES:- A Description of Companies: Name of the Related Party Walchand & Company Pvt. Ltd. Walchand Netsoft Pvt Ltd. Walchand Diamond Jubilee Trust Nature of Relationship Holding Company Controlled Company Directors as Trustee

B Key Management Personnel: Name of the Related Party Mrs. Pallavi Jha Mr. Sanjay Jha

Nature of Relationship Chairperson & Managing Director Whole Time Director

C Relative of Key Management Personnel: Name of the Related Party Mrs. Kamalini Bahubali

Nature of Relationship

Mother of Chairperson & Managing Director

3 Employee benefit disclosure

The Company has classified various employee benefits as under.


Mar 31, 2013

1.1 Of the above Equity shares:

(a) 11,666 Shares were issued in 1961 by converting 35,000 Promoters'' Shares of Rs. 3.75 each (Rs. 1,31,250) into 11,666 Shares of Rs.11.25 each and by utilising Rs. 2,18,730 from Capital Reserves for issue of 11,666 Shares of Rs. 18.74936 each and consolidating the two.

(b) 43,333 Shares of Rs. 30 each were issued in 1961 as Bonus Shares by utilising Capital Reserve of Rs. 12,99,990.

(c) During 1966, the face value of 1,71,675 Equity Shares was increased from Rs. 30 euch to Rs. 50 each by utilising Rs.34,33,500 from Reserve for Investments and Advances. Further 34,335 bonus Equity Shares of Rs. 50 each were issued as fully paid by capitalisation of Rs. 17,16,750 out of General Reserve.

(d) During 1970, the face value of equity Shares was increased from Rs. 50 to Rs. 60 per share by capitalising Rs. 20,60,100 from General Reserve.

(e) During 1984, the face value of Equity Shares was increased from Rs. 60 to Rs. 100 per share by capitalising Rs. 82,40,400 from General Reserve.

(f) During 1994-95, 78,880 Equity Shares of Rs. 100 each were issued to the promoters on the preferential basis.

(g) During 2009-10,5499 Equity Shares of Rs 100 each were issued to one of the shareholder of the transferor company - Walchand TalentFirst Limited, on account of the scheme of amalgamation.

(h) During 2011-12, 2,90,389 Equity shares of Rs 100 each were subdivided into 29,03,890 shares of Rs. 10/ each.

1.2 Terms and rights

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. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.During the year ended 31st March,2013 the amount of dividend per share recommended by the Board of Directors to equity shareholders was Re 1. (31st March,2012 - Re 1).

1.3 Holding company share holding details:-

Out of the 29,03,890 Equity shares, 15,01,556 Equity Shares are held by the holding company.(Previous year out of 29,03,890 Equity shares, 15,00,064 Equity Shares are held by the holding company).

2.1 The term loan from bank which is secured by the hypothecation of vehicles carries interest @ 10.87 % p.a. The loan is repayable in 35 equal monthly installments of Rs 1,08,162 each along with the interest from the 10th October, 2011. The balance number of months left for the payment of EMI from 31st March,2013 is 17.

2.2 The term loan from bank which is secured by the hypothecation of moveable and immoveable fixed asset carries interest @ 13.50 % p.a. The loan is repayable in 28 equal monthly installments of Rs 3,93,151 each along with the interest from the 7th February,2011. The balance number of months left for the payment of EMI from 31st March,2013 is 2.


Mar 31, 2012

1.1 Oi the above Equity shares :

(a) 11,666 Shares were issued in 1961 by converting 35,000 Promoters' Shares of Rs. 3.75 each (Rs. 1,31,250) into 11,666 Shares of Rs.11.25 each and by utilising Rs. 2,18,730 from Capital Reserves for issue of 11,666 Shares of Rs. 18.74936 each and consolidating the two.

(b) 43,333 Shares of Rs. 30 each were issued in 1961 as Bonus Shares by utilising Capital Reserve of Rs. 12,99,990.

(c) During 1966, the face value of 1,71,675 Equity Shares was increased from Rs. 30 each to Rs. 50 each by utilising Rs.34,33,500 from Reserve for Investments and Advances. Further 34,335 bonus Equity Shares of Rs. 50 each were issued as fully paid by capitalisation of Rs. 17,16,750 out of General Reserve.

(d) During 1970, the face value of equity Shares was increased from Rs. 50 to Rs. 60 per share by capitalising Rs. 20,60,100 from General Reserve.

(e) During 1984, the face value of Equity Shares was increased from Rs. 60 to Rs. 100 per share by capitalising Rs. 82,40,400 from General Reserve.

(f) During 1994-95, 78,880 Equity Shares of Rs. 100 each were issued to the promoters on the preferential basis.

(g) During 2009-10, 5499 Equity Shares of Rs 100 each were issued to one of the shareholder of the transferor company - Walchand Talent First Limited, on account of the scheme of amalgamation.

(h) During 2011-12, 2,90,389 Equity shares of Rs 100 each were subdivided into 29,03,890 shares of Rs 10/ each.

1.2 Terms and rights

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. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March,2012 the amount of dividend per share recommended by the Board of Directors to equity shareholders was Re 1. (31st March,2011 - Nil).

1.3 Holding company share holding details:-

Out of the 29,03,890 Equity shares, 15,00,064 Equity Shares are held by the holding company.(Previous year out of 2,90,389 Equity shares, 147,769 Equity Shares are held by the holding company).

The Board of Directors have recommended a final dividend of 10% in its Board meeting held on 18th May,2012 which is subject to shareholders' approval.

The total amount of dividends proposed to be distributed to equity shareholders for the period April, 2011 to March,2012 is Rs 29.04 Lacs.

2.1 The term loan from bank which is secured by the hypothecation of vehicles carries interest @ 10.87 % p.a. The loan is repayable in 35 equal monthly installments of Rs 1,08,162 each along with the interest from the 10th October, 2011. The balance number of months left for the payment of EMI from 31st March,2012 is 29.

2.2 The term loan from bank which is secured by the hypothecation of moveable and immoveable fixed asset carries interest @ 13.50 % p.a. The loan is repayable in 26 equal monthly installments of Rs 3,43,354 each along with the interest from the 7th February,2011. The balance number of months left for the payment of EMI from 31st March,2012 is 14.

Disclosures under Micro, Small and Medium Enterprises Act

Company has sent letters to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Act, 2006 as well as they have filed required memorandum with the prescribed authorities. Out of the letters send to the parties, some confirmations have been received till the date of finalization of Balance Sheet.

b) The company has entered into operating lease arrangements for its office premises and employee accomodation which are cancellable and renewable as per terms. The related rent expenses is Rs 29.49 Lacs.(Previous Year - Rs 22.00 Lacs).

c) Lease training centre expenses is Rs 142.83 Lacs . (Previous year - Rs 169.38 Lacs).

3 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

Rs. in Lacs

Particulars As at As at March 31, 2012 March 31, 2011

Income tax liability on disputed dues 59.98 46.14

Corporate Guarantee given to a bank on behalf of Walchand and Company Private Limited - 20.26

In relation to payment of Rates and Taxes payable to Municipal Corporation of Great Mumbai (BMC) for the period from 1st April,2000 to 31st March 2012 the demand amount stated is disputed and Appeal is pending before the High Court. 210.18 176.98

In relation to Lease rental payable to Mumbai Port Trust the disputed amount stated has been challenged by the Company in the City Civil Court. 95.91 88.87

(ii) Defined Benefit plan - Gratuity:

The following table summarizes the components of expense related to defined benefit plan recognized in the Profit and Loss account, the funded status and amounts recognized in the Balance Sheet for the plan.


Mar 31, 2011

1) Contingent Liabilities

S. Particulars As at March 31, 2011 As at March 31, 2010 No Rs in Lakhs Rs in Lakhs

(a) Income tax liability on disputed dues

- Disputed amount 89.16 390.05

- Tax amount on above 46.14 151.36

(b) Corporate Guarantee given to a bank on behalf of Walchand and Company Private Limited (Balance outstanding as on March,31) 20.26 60.89

(c) In relation to payment of Rates and Taxes payable to Municipal Corporation of Great Mumbai (BMC) for the period from 1st April,2000 to 31st March 2011 the demand amount stated is disputed and Appeal is pending before the High Court. 176.98 143.78

(d) In relation to Lease rental payable to Mumbai Port Trust the disputed amount stated has been challenged by the Company in the City Civil Court. 88.87 33.39

2) Capital commitment

The estimated amount of contract remaining to be executed on capital account and not provided for as on March 31, 2011 is Rs 21.29 Lakhs (Previous Year - Rs NIL).

3) Related Party Disclosures

A. Description of Companies:

Name of the Related Party Nature of Relationship

i) Walchand & Company Pvt. Ltd. Holding Company

ii) Walchand Netsoft Pvt. Ltd Controlled Company

B. Key Management Personnel:

Name of the Related Party Nature of Relationship

(i) Mrs. Pallavi Jha Chairperson & Managing Director

(ii) Mr. Sanjay Jha Whole Time Director

C. Relative of Key Management Personnel:

Name of the Related Party Nature of Relationship

(i) Mrs. Kamalini Bahubali Mother of Ms.Pallavi Jha

4) Segment Reporting

Walchand PeopleFirst Limited is engaged in the business of training in soft skills. Also, there are investments held from which income is derived. All the operations are carried out in India.

5) Leases taken

b) The Company has entered into operating lease arrangements for its office premises and employee accommodation which are cancelable and renewable as per terms. The related rent expense is Rs 22.00 Lakhs (Previous Year - Rs 114.57 Lakhs including equipments).

c) Lease training center expense is Rs.169.38 lakhs (previous year - Rs 150.77 lakhs).

6) Disclosures under Micro, Small and Medium Enterprises Act

Company has sent Setters to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Act, 2006 as well as they have filed required memorandum with the prescribed authorities. Out of the letters send to the parties, some confirmations have been received till the date of finalization of Balance Sheet.

7) In the opinion of the Board, the current assets, loans and advances are realizable in the ordinary course of business at least at the value as stated in the financials statements.

8) Additional information pursuant to the provisions of paragraph 3 & 4 of Part II of Schedule VI to the Companies Act, 1956 is either NIL or not applicable.

9) Previous years figures have been regrouped/ recast wherever found necessary.



 
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