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0.71 (9.94%)| 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'' |
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| Source : Dion Global Solutions Limited | |
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