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| Notes to Accounts | Year End : Mar '05 |
1. Contingent liabilities not provided for in respect of:
As at As at
31.03.2005 31.03.2004
Rupees Rupees
a) Guarantees executed by the Bank for
which Company has given counter guarantee 4,31,400 2,52,085
4,31,400 2,52,085
There is no reimbursement possible on account of Contingent Liability.
2. Claims against the company not acknowledged as debts on account of
revenue is Rs 175000/- (Rs 175000/- previous year).
3 Estimated amount of contracts remaining to be executed on Capital A/c
Rs. 1450000/- (Rs. 96000/- previous year).
4 Sundry creditors include Small Scale undertakings (SSI) based on the
information available with the company, whose balances outstanding for
more than 30 days, are Associated Chemicals,Associated Chemical
Corporation,Didesu Chemicals Pvt Ltd,Dipsi Chemical, Pooja Industries.
5. Deferred Taxes
Deferred Tax Liability (Net) for the year provided to Rs. 11,44,190/-
Major components of Deferred Tax balances as below :-
(Rs. in Lacs)
Particulars As At As At
31.03.2005 31.03.2004
Deferred Tax Liabilities
(i) Difference between Accounting & 56.74 42.72
Tax Depreciation (Cumulative)
(ii) Others - -
TOTAL 56.74 42.72
Deferred Tax Assets
(i) Provision for Gratuity 12.39 10.25
(ii) Others 3.35 2.90
TOTAL 15.74 13.15
Net Deferred Tax Liability 41.00 29.57
6. Related Party Disclosures
The Company has identified all the related parties during the year as
per details given below :
1. Relationship
(a) Associate Concern
Banswara Syntex Limited Banswara Fabrics Limited
(b) Key Management Personnel Shri R.L. Toshniwal Shri Shaleen Toshniwal
(c) Relatives of Key Management Personnel & their enterprises where
transaction have taken place are none.
Note : Related party relationship is as identified by the company and
relied upon by the Auditors.
7. Accounting Standard - 20 Earning Per Share
Calculation of Earning Per Share (EPS) are given below :
Units 2004-2005 2003-2004
a. Amount used as Numerator Rs. 9150766 10351035
Profit available to Equity Shareholders
b. Shares used as Denominator No. 840000 840000
c. Earning Per Share Rs. 10.89 12.32
d. Nominal Value per Share is Rs. 10/-
8. Managerial Remuneration & Perquisites of: -
Executive Director-
Unit 2004-2005 2003-2004
Salary Rs. 445500.00 300000.00
Provident Fund Rs. 53460.00 36000.00
Total 498960.00 336000.00
9. Amalgamation of the Company with Banswara Syntex Limited:
The Company had filed an application Under Section 391 and 393 of the
Companies Act, 1956 in the Honble High Court of jurisdiction Rajasthan
at Jodhpur in the matter of Amalgamation of the Company (the transferor
Company) with Banswara Syntex Ltd. (the transferee Company). The
appointed date is 01.04.2004. In accordance with the order of the
Honble High Court, General meetings of Shareholders, Secured and
Unsecured Creditors have been held on 29th March,2005. In such
meetings, the scheme of amalgamation has been approved as required
under the law. The significant features of the scheme affecting the
financial statements are as under :-
1. TRANSFER AND VESTING
1.1. (a) Upon the coming into effect of this Scheme and with effect
from the Appointed Date and subject to the provisions of this Scheme,
the Undertaking of the transferor Company shall, pursuant to Section
394(2) and other applicable provisions of the Act, stand transferred to
and vest in or be deemed to be Transferred to and vest in the
Transferee Company as a going concern without any further act,
instrument or deed, matter or thing so as to become on the Appointed
Date, the assets or liabilities of the Transferee Company.
(b) Without prejudice to sub-clause (a) above, in respect of such of
the assets of the Undertaking as are movable in nature or are otherwise
capable of transfer by manual delivery or by endorsement and delivery,
the same may be so transferred by the Transferor Company without
requiring any deed or instrument of conveyance for the same and shall,
upon such transfer, become the property of the Transferee Company as an
integral part of the undertaking hereby transferred.
(c) On and from the Appointed Date and subject to any corrections and
adjustments as may, in the opinion of the Board of Directors of the
Transferee Company, be required, the reserves and the balance in the
Profit and Loss Account of the Transferor Company will be merged with
those of the Transferee Company.
(d) Upon the coming into effect of this Scheme and with effect from the
Appointed Date, all the debts, liabilities (contingent or otherwise),
duties and obligations of the Transferor Company shall, pursuant to
Section 394(2) and other applicable provisions of the Act and without
any further act or deed, be also transferred or deemed to be
transferred to and vest in and be assumed by the Transferee Company, so
as to become as from the Appointed Date the debts, liabilities, duties
and obligations of the Transferee Company on the same terms and
conditions as were applicable to the Transferor Company.
(e) Upon this Scheme becoming effective, any loans or other obligations
due between or amongst the Transferor Company and the Transferee
Company shall stand discharged and there shall be no liability in that
behalf.
(f) All the licenses, permits, quotas, approvals, permissions,
incentives, loans, subsidies, concessions, grants, rights, claims,
leases, tenancy rights, liberties, rehabilitation schemes, special
status and other benefits or privileges enjoyed or conferred upon or
held or availed of by and all rights and benefits that have accrued,
which may accrue to the Transferor Company shall, pursuant to the
provisions of Section 394(2) and other applicable provisions of the
Act, without any further act, instrument or deed, be and stand
transferred to and vested in and or be deemed to have been transferred
to and vested in and be available to the Transferee Company so as to
become as and from the Appointed Date the licenses, permits, quotas,
approvals, permissions, incentives, sales tax deferrals, loans,
subsidies, concessions, grants, rights, claims, leases, tenancy rights,
liberties, rehabilitation schemes, special status and other benefits or
privileges of the Transferee Company and shall remain valid, effective
and enforceable on the same terms and conditions to the extent
permissible under law. It is hereby clarified that all inter party
transactions between the Transferor Company and the Transferee Company
shall be considered as intra party transactions for all purposes from
the Appointed Date.
(g) All Assets, estate, rights, title, interest, loans or benefits
including under Income Tax, Excise (including Modvat/Cenvat), Sales Tax
(including deferment of Sales Tax), subsidies, concessions, grants,
rights, claims, leases, tenancy rights, liberties, rehabilitation
schemes and other assets, special status and other benefits or
privileges enjoyed or conferred upon or held or availed of by and/or
all rights and benefits that have accrued or which may accrue to the
Transferor Company after the Appointed Date and prior to the Effective
Date in connection or in relation to the operation of the Undertaking
shall, pursuant to the provisions of Section 394(2) and other
applicable provisions of the Act, without any further act, instrument
or deed, be and stand transferred to and vested or deemed to have been
transferred to and vested in the Transferee Company.
1.2 Upon the coming into effect of this Scheme and with effect from the
Appointed Date:
(a) All secured and unsecured debts, all liabilities, duties and
obligations of the Transferor Company along with any charge,
encumbrance, lien or security thereon (hereinafter referred to as the
said Liabilities) shall, pursuant to the provisions of Section 394(2)
and other applicable provisions of the Act, without any further act,
instrument or deed, be and stand transferred to and vested in or deemed
to have been transferred to and vested in, so as to become the debts,
liabilities, duties and obligations of the Transferee Company, and
further that it shall not be necessary to obtain the consent of any
third party or other person who is a party to any contract or
arrangement by virtue of which such debts, liabilities, duties and
obligations have arisen in order to give effect to the provisions of
this clause.
It is clarified that in so far as the Assets of the Transferor Company
are concerned, the security or charge over such Assets or any part
thereof, relating to any loans or borrowing of the Transferor Company,
shall, without any further act or deed continue to relate to such
Assets or any part thereof, after the Effective Date and shall not
relate to or be available as security in relation to any or any part of
the assets of the Transferee Company, save to the extent warranted by
the terms of the existing security arrangement to which the Transferor
Company and the Transferee Company are party, and consistent with the
joint obligations assumed by them under such arrangement.
(b) Loans, advances and other obligations (including any guarantees,
letters of credit, letters of comfort or any other instrument or
arrangement which may give rise to a contingent liability in whatever
form), if any due or which may at any time in future become due between
the Transferor Company and the Transferee Company shall stand
discharged and there shall be no liability in that behalf on either
party.
(i) Any debentures or notes, or other debt securities, if any, issued
by the Transferor Company and held by the Transferee Company, and vice
versa, shall, unless sold or transferred by the Transferor Company or
the Transferee Company, as the case may be, at any time prior to the
Effective Date, stand cancelled as on the Effective Date, and shall be
of no effect and the Transferor Company or the Transferee Company, as
the case may be shall have no further obligation in that behalf.
(c) (i) Where any of the liabilities and obligations of the Transferor
Company as on the Appointed Date transferred to the Transferee Company
have been discharged by the Transferor Company after the Appointed Date
and prior to the Effective Date, such discharge shall be deemed to have
been for and on account of the Transferee Company.
(ii) All loans raised and utilized and all debts, duties, undertakings,
liabilities and obligations incurred or undertaken by the Transferor
Company in relation to or in connection with the Undertaking after the
Appointed Date and prior to the Effective Date shall be deemed to have
been raised, used, incurred or undertaken for and on behalf of the
Transferee Company and to the extent they are outstanding on the
Effective Date, shall, upon the coming into effect of this Scheme,
pursuant to the provisions of Section 394(2) and other applicable
provisions of the Act, without any further act, instrument or deed be
and stand transferred to or vested in or be deemed to have been
transferred to and vested in the Transferee Company and shall become
the debt, duties, undertakings, liabilities and obligations of the
Transferee Company which shall meet, discharge and satisfy the same.
(iii) All estates, assets, rights, title interests and authorities
accrued to and/or acquired by the Transferor Company in relation to or
in connection with the Undertaking after the Appointed Date and prior
to the Effective Date shall have been deemed to have been accrued to
and/or acquired for an on behalf of the Transferee Company and shall,
upon the coming into effect of this Scheme, pursuant to the provisions
of Section 394(2) and other applicable provisions of the Act, without
any further act, instrument or deed be and stand transferred to or
vested in or be deemed to have been transferred to or vested in the
Transferee Company to that extent and shall become the - estates,
assets, right, title, interests and authorities of the Transferee
Company.
1.3. (a) With effect from Appointed Date and up to the Effective Date:
(i) The Transferor Company shall carry on and shall be deemed to have
carried on all its business and activities as hitherto and shall hold
and stand possessed of and shall be deemed to have held and stood
possessed of the Undertaking on account of, and for the benefit of and
in trust for, the Transferee Company.
(ii) All the profits or incomes accruing or arising to the Transferor
Company, or expenditure or losses arising or incurred (including the
effect of taxes, if any, thereon) by the Transferor Company shall, for
all purposes, be treated and be deemed to be and accrue as the profits
or incomes or expenditure or losses or taxes of the Transferee Company,
as the case may be.
(b) With effect from the date of filing of this Scheme with the High
Court of Rajasthan, Jodhpur and upto and including the Effective Date:
(i) The Transferor Company shall carry on its business and activities
with reasonable diligence and business prudenceand shall not,
undertake any additional financial commitments of any nature
whatsoever, borrow any amounts nor incur any other liabilities or
expenditure, either for itself or associate companies or any third
party, or sell, transfer, alienate, charge, mortgage or encumber or
deal with the Undertaking save and except in each case in the following
circumstances:
(ia) if the same is in its ordinary course of business as carried on by
it as on the date of filing this Scheme with the High Court of
Rajasthan, Jodhpur; or
(ib) if the same is expressly permitted by this Scheme; or
(ic) if written consent of the Transferee Company has been obtained.
(ii) The Transferor Company and the Transferee Company shall not make
any change in their respective capital structure either by any
increase,
(by issue of equity or shares on a right basis, bonus shares,
convertible debentures or otherwise) decrease, deduction,
reclassification, sub-division or consolidation, re-organization, or in
any other manner which may, in any way, affect the Share Exchange Ratio
(as defined in Clause 9(a) below), except by mutual consent of the
respective Boards of Directors of the Transferor Company and the
Transferee Company or except as may be expressly permitted under this
Scheme.
(iii) The Scheme, though operative from the appointed date, shall be
effective from the Effective Date.
1.4 (a) Upon the coming into effect of this Scheme, all suits, -
actions and proceedings by or against the Transferor Company pending
and/or arising on or before the Effective Date shall be continued and
be enforced by or against the Transferee Company as effectually and in
the same manner and to the same extent as if the same had been pending
and/or arising by or against the Transferee Company.
(b) The Transferee Company undertakes to have all legal or other
proceedings initiated by or against the Transferor Company referred to
in sub-clause (a) above transferred to its name and to have the same
continued, prosecuted and enforced by or against the Transferee
Company.
1.5 (a) Upon the coming into effect of this Scheme, and subject to the
provisions of this Scheme, all contracts, deeds, bonds, agreements,
arrangements and other instruments (including all tenancies, leases,
licenses and other assurances in favour of the Transferor Company or
powers or authorities granted by or to it) of whatsoever nature to
which the Transferor Company is a party or to the benefit of which the
Transferor Company may be eligible, and which are subsisting or having
effect immediately before the Effective Date, shall, without any
further act, instrument or deed, be in full force and effect against or
in favour of the Transferee Company, as the case may be, and may be
enforced as fully and effectually as if, instead of the Transferor
Company, the Transferee Company had been a party or beneficiary or
obligee thereto. The Transferee Company shall, at any time prior to the
Effective Date, wherever necessary, enter into, and/or issue and/or
execute deeds, writings, confirmations, any tripartite arrangements or
novations to which the Transferor Company will, if necessary, also be a
party in order to give formal effect to the provisions of this Clause.
(b) The Transferee Company may, at any time after the coming into
effect of this Scheme in accordance with the provisions hereof, if so
required, under any law or otherwise, enter into, or issue or execute
deeds, writings, confirmations, novations,, declarations, or other
documents with, or in favour of any party to any contract or
arrangement to which the Transferor Company is a party or any writings
as may be necessary to be executed in order to give formal effect to
the above provisions. The Transferee Company shall be deemed to be
authorised to execute any such writings on behalf of the Transferor
Company to carry out or perform all such formalities or compliances
required for the purposes referred to above on the part of the
Transferor Company.
(c) In particular, upon the Scheme becoming effective, with effect from
the Appointed Date, all licenses, approvals, registrations and
permissions of the Transferor Company (including factory and excise
licenses) shall vest in the Transferee Company and the concerned
licensors and grantors of such approvals, registrations and permissions
shall forthwith endorse and record the Transferee, Company on such
approvals, registrations, permissions and licenses and facilitate the
vesting of the said Assets of the Transferor Company in the Transferee
Company without any hindrance with effect from the Appointed Date.
(d) The Transferor Company is entitled to various benefits, excise
credits under incentive schemes and policies under various laws,
regulations and notifications, including relevant state excise laws.
Pursuant to this Scheme, it is declared that the benefits under all of
such incentive schemes and policies shall automatically be transferred
to the Transferee Company, without any further act or deed and shall be
appropriately novated by the respective statutory authorities in favour
of the Transferee Company. All such benefits, entitlements and
incentives of any nature what-so-ever, including sales tax concessions,
excise credits and incentives shall be claimed by the Transferee
Company and these shall relate back to the Appointed Date as if the
TransfereeCompany was originally entitled to all such benefits,
subject to the continued compliance by the Transferee Company of all
the terms and conditions pursuant to which the benefits under the
incentive schemes and policies were made available to the Transferor
Company.
(e) In so far as the various incentives, subsidies, rehabilitation
schemes, special status and other benefits or privileges enjoyed or
availed of by the Transferor Company is concerned, the same shall vest
with and be available to the Transferee Company on the same terms and
conditions, without any need for seeking any specific approval in this
regard.
1.6 Upon the coming to effect of this Scheme:
(a) All the employees of the Transferor Company in service on the
Effective Date, shall become the employees of the Transferee Company on
such date without any break or interruption in service and on terms and
conditions as to remuneration not less favourable than those subsisting
with reference to the Transferor Company as on the said date. It is
clarified that the employees of the Transferor Company who become
employees of the Transferee Company by virtue of this Scheme, shall not
be entitled to the employment policies, and shall not be entitled to
avail of any schemes and benefits that are applicable and available to
any of the employees of the Transferee Company, unless otherwise
determined by the Transferee Company. The Transferee Company undertakes
to continue to abide by any agreemenV settlement, if any entered into
by the Transferor Company with any union/employee of the Transferor
Company.
(b) The existing provident fund, gratuity fund,, and pension and/or
superannuation fund or trusts created by the Transferor Company or any
other special funds created or existing for the benefit of the
employees of the Transferor Company shall at an appropriate stage be
transferred to the relevant funds of the Transferee Company and till
such time shall be maintained separately. In the event that the
Transferee Company does not have its own fund with respect to any such
matters, the Transferee Company shall create its own funds to which the
contributions pertaining to the employees of Transferor Company shall
be transferred.
(c) It is the aim and intent of the Scheme that all the rights, duties,
powers and obligations of the Transferor Company in relation to such
funds or trusts shall become those of the Transferee Company.
2. REORGANISATION OF CAPITAL
2.1. Upon the coming into effect of this Scheme, and in consideration
of the transfer of and vesting of the Undertaking of the Transferor
Company in the Transferee Company in terms of this Scheme, the
Transferee Company shall without any further application, act,
instrument or deed, issue and allot to the equity shareholders of the
Transferor Company whose names are recorded in the Register of members
(the Members) on a date (hereinafter referred to as the Record
Date) to be fixed by the Board of Directors of the Transferee Company
or a committee of such Board of Directors, equity shares of Rs. 10/-
(Rupees ten only) each, credited as fully paid up, in the ratio of 1
(one) equity share of the face value of Rs. 10/- (Rupees ten only) in
the Transferee Company for every 2 (two) equity shares of the face
value of Rs. 10/- (Rupees ten only) each held in Transferor Company. In
case of Equity Shares to be allotted by the transferee company in
fraction, it shall be rounded off to the next whole number (the above
ratio in which the shares of the Transferee Company are to be allotted
to the shareholders of the Transferor Company by the Transferee Company
is hereinafter referred to as the Share Exchange Ratio)
2.2 All Equity Shares held by the Transferee Company in the Share
Capital of the Transferor Company shall stand cancelled.
2.3 Equity shares issued and allotted by the Transferee Company in
terms of this Scheme shall be subject to the provisions of the
Memorandum and Articles of Association of the Transferee Company and
shall rank pari passu in all respect with the then existing equity
shares of the Transferee Company, including in respect of dividends, if
any, that may be declared by the Transferee Company, on or after the
Effective Date.
3. GENERAL TERMS AND CONDITIONS
3.1 (a) With effect from the date of filing of this Scheme
with the High Court of Rajasthan at Jodhpur and upto and including the
Effective Date, the Transferor Company and the Transferee Company shall
be entitled to declare and pay dividends, whether interim or final, to
their respective equity shareholders in respect of the accounting
period after the Appointed Date and prior to the Effective Date,
provided that the Transferor Company shall not make any such
declaration, except with the prior approval of the Board of Directors
of the Transferee Company.
(b) Until the coming into effect of this Scheme, the holder of equity
shares of the Transferor Company and the Transferee Company shall, save
as expressly provided otherwise in this Scheme, continue to enjoy their
existing rights under their respective articles of association
including the right to receive dividends, if any.
(c) It is clarified that the aforesaid provisions in respect of
declaration of dividends, whether interim or final, are enabling
provisions only and shall not be deemed to confer any right on any
member of the Transferor Company to demand or claim any dividends
which, subject to the provisions of the Act, shall be entirely at the
discretion of the respective Boards of Directors of the Transferor
Company and the Transferee Company and subject, wherever necessary, to
the approval of the shareholders of the Transferor Company and the
Transferee Company, respectively.
3.2 (a) Upon the coming into effect of this Scheme and with effect from
the Appointed Date, for the purpose of accounting for and dealing with
the value of the assets and liabilities of the Transferor Company in
the books of the Transferee Company, the fair value of the assets and
liabilities of the Transferor Company shall be determined as of the
Appointed Date, and accounted appropriately.
(b) Any excess of the fair value of the net assets (determined as per
sub-clause (a) above) of the Transferor Company over the paid-up value
of the shares to be issued and allotted pursuant to this Scheme
(including in terms of Clauses 9 and 11 hereof), shall be accounted for
and dealt with in the books of the Transferee Company as follows:
(i) The balance in Capital Reserve and the Profit and Loss Account
of the Transferor Company shall be transferred and aggregated to the
corresponding Capital Reserve and the Profit and Loss Account, as the
case may be, in the books of the Transferee Company;
(ii) The net balance thereof shall be credited by the Transferee
Company to its Securities Premium Account
3.3. If considered appropriate for the purpose of application of
uniform accounting methods and policies between the Transferor Company
and the Transferee Company, the Transferee Company may make suitable
adjustments and reflect the effect thereof in the General Reserve of
the Transferee Company.
3.4. Upon the coming in to effect of this Scheme;
(a) Clause V of the Memorandum of Association and Article 4 of the
Articles of Association of the Transferee Company (relating to the
authorised share capital) shall, without any further act, instrument or
deed, be and stand altered, modified and amended pursuant to Sections
16,31,94 and 394 and other applicable provisions of the Act, as the
case may be, in the manner set out below and be replaced by the
following clause:
The authorised share capital of the Company is Rs. 9,25,00,000/-
(Rupees Nine Crores Twenty Five Lacs Only) consisting of 90,50,000
(Ninety Lacs Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten
only) each and 20,000 (Twenty Thousand) preference shares of Rs. 100/-
(Rupees Hundred only) each, with power to increase or reduce the
capital of the Company and to divide the shares in the capital for the
time being into several classes and to attach thereto respectively such
preferential, deferred, qualified or special rights, privileges or
conditions as may be determined by or in accordance with the Articles
of Association of the Company and to vary, modify, amalgamate or
abrogate any such rights, privileges or conditions in such manner as
may be for the time being be provided by the Articles of Association of
the Company.
3.5 All costs, charges and expenses, including any taxes and duties of
the Transferor Company and Transferee Company respectively in relation
to or in connection with this Scheme and incidental to the completion
of the amalgamation of the Transferor Company in pursuance of this
Scheme shall be borne and paid by the Transferee Company.
10. Segment Accounting
The Company is a Textile Process House and there is no other activity
Accordingly the Management is of the view that the reporting in
relation to Segment as required by AS-17 Segment Reporting are not
applicable.
11. Expenses in Foreign currency on traveling are Rs. 243384
12. Value of Import on CIF Basis is Rs. NIL. Raw materials and
components used have been indigenously obtained.
13. The Profit & Loss Account and Balance Sheet comply with the
Accounting Standards reffered to in sub section (3C) of section 211 of
the Companies Act, 1956.
14. Figures of the previous year have been regrouped & rearranged
wherever found necessary to make them comparable.
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| Source : Dion Global Solutions Limited | |
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