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Almondz Global Securities
BSE: 531400|NSE: ALMONDZ|ISIN: INE326B01027|SECTOR: Finance - Investments
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« Mar 11
Notes to Accounts Year End : Mar '12
Rights, preferences and restriction attached to equity shares
 
 The Company has only one class of shares referred to as equity shares
 having a par value Rs. 6 each. Each member of the Company has voting
 rights on a poll, in proportion to his share in the paid-up equity
 share capital. On show of hands every member present in person and
 being holder of equity share shall have one vote.
 
 Each shareholder is entitled to receive interim dividend when it is
 declared by the Board of Directors. The final dividends proposed by the
 Board of Directors are paid when approved by the shareholders at annual
 general meeting.
 
 In the event of liquidation of the Company, the holders of the equity
 shares will be entitled to receive any of the remaining assets of the
 Company, after distribution of all preferential amounts. The
 distribution will in proportion of the equity shares held by the
 shareholders.
 
 Employees Stock Option Scheme 2007
 
 The Company has instituted an Employee Stock Option Scheme in the year
 2000, known as ''Employee Stock Option Scheme (''ESOS'' or ''Scheme'')
 2007. This Scheme was adopted by the Board of Directors on 3 January
 2008 and subsequently by shareholders of the Company on 4 March 2008,
 and is for issue of 4,500,000 options of the Company convertible into
 equal number of equity shares of the par value of Rs. 6 each. The
 scheme was further amended by the Board of Directors on 5 March 2010
 and subsequently by shareholders of the Company on 13 April 2010 to
 increase number of options from 4,500,000 options to 15,000,000 options
 of the Company convertible into equal number of equity shares. A
 compensation committee comprising independent members of the Board of
 Directors administers the scheme. The Compensation Committee has framed
 various series under the scheme from time to time.
 
 The weighted average share price of options exercised under the scheme
 during the year ended 31 March 2012 and 31 March 2011 was Rs. 26.65 and
 Rs. 52.14 respectively.
 
 During the year ended 31 March 2012, the Company has revised the
 exercise price for the outstanding options as at date of revision. The
 revised exercise price for all the outstanding options of series A, B,
 C, D and E is Rs. 26.65 per option. The revision of exercise price was
 approved by Compensation Committee on 7 July 2011, being the closing
 price of the shares of the Company at Bombay Stock Exchange Ltd.
 (having higher trading volume) on 6 July 2011.
 
 The following table summarise information about the series of options
 outstanding under as at 31 March 2012 and 31 March 2011 respectively.
 
 As at 31 March 2012, the Company had 3,294,300 (previous year
 3,446,800) number of shares reserved for issue under employee stock
 option plans. Out of above 2,560,631 (previous year 2,753,800) employee
 stock options are vested and are exercisable at any point of time.
 
 The exercise prices of all the Company''s stock options granted are
 equal to fair market price on the respective grant dates, accordingly
 there is no compensation cost to be recognised based on the intrinsic
 value of the options.
 
 Had the Company used the fair value of options based on black scholes
 option pricing model, compensation cost for the year ended 31 March
 2012 is Rs. 6,511,047 (previous year Rs. 18,936,909) and proforma loss
 after tax would have been Rs. 43,385,423 (previous year profit after
 tax of Rs. 46,687,964). On a proforma basis, basic and diluted earnings
 per share of the Company would have been Rs. 1.64 (previous year Rs.
 1.84) respectively.
 
 1Money received against warrants
 
 The Company had allotted 4,510,000 share warrants during the year ended
 31 March 2010 at a price of Rs. 57.26 per share warrant. These share
 warrants were convertible to equal numbers of equity shares at the
 option of the holder within 18 months from the date of the allotment.
 The Company had received Rs. 64,560,650 as an advance from the
 allottees. Since the holders of the warrants did not exercise option to
 convert the share warrants into equity shares, the advance of Rs.
 64,560,650 has been forfeited and transferred to Capital reserve during
 the year ended 31 March 2012.
 
 2Proposed dividends
 
 Proposed dividend for the current year represents dividend in respect
 of 400,000 equity shares issued on exercise of employee stock options
 by certain employees of the Company before the book closure date for
 declaration of dividends for the financial year ended 31 March 2011.
 Since the financial statements for the year ended 31 March 2011 had
 been approved by the Board of Directors prior to the book closure date,
 the amount has been recorded as appropriation of profits for the year
 ended 31 March 2012. The Board of Directors has not proposed any
 dividend for the financial year ended 31 March 2012.
 
 1 The Company has carried out computation of deferred tax in accordance
 with Accounting Standard 22 - Accounting for Taxes on Income notified
 in the Companies (Accounting Standards) Rules, 2006. Management is of
 the view that it is not virtually certain to realise the deferred tax
 assets arising on carried forward losses and unabsorbed depreciation.
 Accordingly, in the absence of virtual certainty deferred tax asset has
 been recognised to the extent of deferred tax liability.
 
 1 The Ministry of Micro, Small and Medium Enterprises has issued an
 Office Memorandum dated 26 August 2008 which recommends that Micro and
 Small Enterprises should mention in their correspondence with their
 customers the Entrepreneurs Memorandum number as allocated after filing
 of the Memorandum. Based on information received and available with the
 Company, there are no trade payable and other current liabilities
 payable to Micro and Small Enterprises as at 31 March 2012 and 31 March
 2011.
 
 2 There are no amounts due for payment to the Investor Education and
 Protection Fund under Section 205C of the Companies Act, 1956 as at the
 year end.
 
 3 The balance includes salary payable amounting to Rs. 16,403,887
 (previous year Rs. 21,514,595).
 
 1 During the previous year, remuneration paid by the Company to its
 executive directors exceeded the limits specified in Section 309 of the
 Companies Act, 1956. The excess remuneration amounted to Rs. 4,732,590.
 Payment of remuneration in excess of limits specified in Section 309
 required prior approval of the Central Government. As at 31 March 2011,
 the Company''s application for waiver of recovery of remuneration paid
 in excess of limits specified under section 309 was under consideration
 of the Central Government. Accordingly, pending approval of the waiver
 application made by the Company, the amount of Rs. 4,732,590 was held
 under trust by the executive directors of the Company.
 
 During the current year, the Company has received approval of the
 Central Government. The amount has been recognised as personnel
 expenses in the Statement of Profit and Loss for the year ended 31
 March 2012.
 
 Long-term deposits with maturity of more than 12 months includes Rs.
 Nil (previous year Rs. 25,500,000) being deposit made with the banks as
 margin money for obtaining bank guarantees to be submitted with stock
 exchanges. Further, it also includes Rs. 2,800,000 (previous year Rs.
 300,000) earmarked by the management for the settlement of certain
 liabilities.
 
 1.1 Contingent Liabilities Particulars 
 
                                                 As at           As at 
                                         31 March 2012   31 March 2011
 
 1 Suit filed by clients on the Company 
 for recovery on account of unauthorized 
 trades on stock exchanges/ deficiency 
 in services.
 
 These matters are pending before 
 various dispute resolution authorities.     1,629,009       1,629,009
 
 2 Suit filed by previous employees on 
 the Company for recovery of their
 dues from Company. These matters are 
 pending before various courts.                446,544         296,544
 
 3 Show cause notice for service tax 
 demand in relation to the financial
 year ended 31 March 2007 and 31
 March 2008.                                 3,221,550       3,221,550
 
 4 Show cause notice for service tax 
 demand in relation to the financial
 year ended 31 March 2006 till the 
 financial year ended 31 March 2009.         1,272,868       1,272,868
 
 5 Show cause notice for service tax 
 demand in relation to the financial
 year ended 31 March 2010.                           -       1,297,359
 
 6 Corporate guarantee issued for
 Almondz Finanz Limited, a wholly
 owned subsidiary of the Company.          300,000,000     800,000,000
 
 7 Corporate guarantee issued for
 Almondz Commodities Private Limited,
 a subsidiary of the Company.               50,000,000               -
 
 8 Income-tax demand raised by 
 assessing officer in respect of 
 financial year ended 31 March 2006.         4,054,709       4,054,709
 
 9 Income-tax demand raised by assessing 
 officer in respect of financial
 year ended 31 March 2007.                   2,723,937       2,723,937
 
 10 Tax deducted at sources demand
 raised by assessing officer in
 respect of financial year ended 31 
 March 2008 for Salary and non salary 
 return.                                     3,137,010       3,137,010
 
 Total 366,485,627 817,632,986
 
 1.2 In relation to two of the merchant banking assignments executed by
 the Company, Securities Exchange Board of India (''SEBI'') had passed
 an ex parte ad-interim order prohibiting the Company from taking up any
 new merchant banking assignments or involvement in any new issue of
 capital including initial public offerings, follow-on issue and
 etcetera from the securities market.  The Company has filed its
 response with the SEBI and the matter is under the SEBI''s
 consideration. In view of the uncertainty of the ultimate outcome, the
 impact, if any, cannot be presently ascertained and therefore, no
 provisions for any liability or any other adjustments that might be
 required has not been recognised in the financial statements.
 
 1 Amount of dividend net of tax of Rs. 215,653 for the year ended 31
 March 2011 remitted during the year ending 31 March 2012.
 
 2 Amount of dividend net of tax of Rs. 220,668 for the year ended 31
 March 2010 remitted during the year ending 31 March 2011.
 
 1.3 Related Party Disclosures
 
 (A) Names of related parties and description of relationship:
 
 (i) Holding company
 
 Almondz Capital and Management Services Limited (ACMS) [till 11 June
 2010]
 
 (ii) Investing parties in respect of which the company is an associate
 
 Almondz Capital and Management Services Limited (ACMS) [w.e.f. 12 June
 2010]
 
 (iii) Subsidiaries (entities over which the Company exercises control)
 
 Almondz Finanz Limited (AFL)
 
 Almondz Commodities Private Limited (ACPL)
 
 Almondz Retail Equity Limited (AREL)
 
 Almondz Insurance Brokers Private Limited (AIBPL) [with effect from 23
 January 2010]
 
 Almondz Re-insurance Brokers Private Limited (ARBPL) (Subsidiary of
 Almondz Insurance Brokers Private Limited) [with effect from 23 January
 2010]
 
 (iv) Associates
 
 Almondz Insurance Brokers Private Limited (AIBPL) [till 22 January
 2010]
 
 Almondz Re-insurance Brokers Private Limited (ARBPL) (Subsidiary of
 Almondz Insurance Brokers Private Limited) [till 22 January 2010]
 
 (v) Enterprises over which Key Managerial Personnel and relatives of
 such personnel exercise significant influence
 
 Innovative Money Matters Private Limited (IMMPL)
 
 Rinku Sobti Fashions (P) Limited (RSFPL)
 
 (vi) Key Managerial Personnel
 
 Mr. Vinay Mehta Mr. Navjeet Singh Sobti Mr. Jagdeep Singh
 
 (vii) Relatives of Key Managerial Personnel
 
 Mrs. Bulbul Dhir Mehta (transaction in previous year only)
 
 Mrs. Gurpreet N.S. Sobti
 
 Navjeet Singh Sobti (HUF)
 
 Jagdeep Singh (HUF)
 
 Mr. Surinderjeet Singh
 
 Mrs. Bimla Kaur
 
 Mr. Manpreet Singh
 
 Mrs. Parmeet Kaur (transactions in previous year only)
 
 Notes :
 
 (I) Business Segments: The Company''s business segments have been
 classified as above. This business segregation forms the basis for
 review of operating performance by the management. The following are
 the business segments identified by the management :
 
 - Debt Market operations comprises dealing/trading in securities and
 bonds which involves exposure to market risk.
 
 - Corporate finance comprises merchant banking, underwriting
 commission, corporate and infrastructure advisory and loan syndication
 fees and arranger of debts/bonds, etc. These are mainly in the nature
 of services involving no or negligible risk.
 
 - Distribution activities comprises broking and commission of mutual
 funds, equity initial public offerings, capital gain bonds, fixed
 deposits of government undertakings and RBI taxable bonds, etc. These
 are mainly in the nature of services involving no or negligible risk.
 
 - Equity division activity comprises Stock and Share broking on
 National Stock Exchange of India Limited and Bombay Stock Exchange
 Limited and other related ancillary services.
 
 (II) The shareholders of the Company approved transfer or otherwise
 disposal of the Company''s undertakings comprising debt arrangement
 operations, portfolio management services and wholesale debt market
 operations to Almondz Finanz Limited, a 100% subsidiary of the Company.
 However, the procedural formalities for implementing the approval
 granted by the shareholders have not yet been finalised. The Board has
 decided not to proceed further in the matter for the time being.
 
 (III) Accounting policies for segment reporting
 
 - Segments are identified by the management, keeping in view the
 dominant source and nature of risks and returns and the internal
 organization and management structure.
 
 - Revenue and expenses have been identified to a segment on the basis
 of relationship to the operating activities of the segment.
 
 - Revenue and expenses, which relate to the company as a whole and
 are not allocable to a segment on reasonable basis, have been disclosed
 as ''unallocable''.
 
 - Segment assets and liabilities represent assets and liabilities in
 respective segments. Tax related assets, and other assets and
 liabilities that are not reported or cannot be allocated to a segment
 on a reasonable basis, have been disclosed as ''unallocable''
Source : Dion Global Solutions Limited
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