1.1 Terms/Rights attached to equity shares:
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 dividends 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 per share dividend
recognized as distributions to equity shareholders was Rs 1.00/- (31
March 2011 Rs 1.25/-)
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company. The
distribution will be proportional to the number of equity shares held
by the shareholders.
There are 37,26,086 (31 March 2011: 37,34,487)warrants outstanding as
at the end of the year. The warrant holders at their option can convert
the warrants into equity shares in the ratio of 1:1 as per the Warrant
Exercise Price. The 4th conversion period of warrants will begin from
December 27, 2012 and will close on March 26, 2013 and 5th Conversion
period of warrants will begin from December 27, 2013 and will close on
March 26, 2014. Warrant Exercise Price shall be calculated as 20%
discount to the Market Price subject to a minimum of Rs 10/- and the
Market Price shall be the higher of the following:
(a) The average price of the Equity shares of the Company computed as
the average of the weekly high and low of the closing prices of the
shares of the Company during the six months immediately preceding the
month in which the exercise price is announced; or
(b) Average of the weekly high and low of the closing prices of the
related shares during the two weeks preceding the month in which the
exercise price is announced.
2(i) Cash & foreign currency seized by Central Bureau of Investigation
in the previous year has been released during the current year.
2(ii) Fixed Deposits of Rs 29.50 Lacs (31 March 2011: Rs NIL) have been
pledged as security for overdraft facility from bank.
3. Retirement Benefit - Gratuity (AS -15)
From the current financial year, the Company has funded (upto previous
year unfunded) Defined Benefit Obligation Plan for gratuity to its
employees, who have completed five years or more of service, under the
group gratuity scheme of Life Insurance Corporation (LIC) of India. The
Company has created planned assets by contribution to the gratuity fund
with LIC of India.
Consequent to the adoption of revised AS- 15 ''Employee Benefits''
issued under Companies (Accounting Standards) Amendment Rules, 2008,
the following disclosures have been made as required by the standard.
Since the enterprise used the intrinsic value method the impact on the
reported net profit and earnings per share by applying the fair value
based method is as follows:
In March 2005, ICAI has issued a guidance note on Accounting for
Employees Share Based Payments applicable to employee based share
plan, the grant date in respect of which falls on or after April 1,
2005. The said guidance note requires that the preformed disclosures of
the impact of the fair value method of accounting of employee stock
compensation accounting in the financial statements applying the fair
value based method defined in the said guidance note. The impact on the
reported net profit and earnings per share would be as follows;
4. Segment Reporting (AS - 17)
Basis of Preparation
Information is given in accordance with the requirements of Accounting
Standard 17 on Segment Reporting issued by the Institute of Chartered
Accountants of India. Revenues and expenses directly attributable to
the Segments are allocated to the respective segments. Those revenues
and expenses which cannot be directly allocated to the Segments are
apportioned on a reasonable basis. Segment Capital employed represents
the net assets in that Segment. It excludes Capital reserve and tax
The Company''s business is organized and management reviews the
performance based on the business segments. The Company''s business may
be divided into three major Segments.
(A) Investment & Trading in Securities
(B) Financing Activity and
(C) Financial Advisory Services Geographical Segments
The Company''s operations are solely in one Geographic segment namely
''Within India'' and hence no separate information for Geographic segment
wise disclosure is required.
5. Leases (AS - 19)
The Company has taken office premises, guest houses & motor car under
operating lease and the leases are of cancellable/ non-cancellable in
nature. The lease arrangement are normally renewable on expiry of the
lease period at the option of the lessor/ lessee ranging from 3 to 5
years. Some of the lease agreements having lease period of five years
have a lock-in period of three years which are non-cancellable in
nature. After the expiry of the lock-in period, the lease agreement
becomes cancellable in nature at the option of the lessor or the lessee
by giving 1-3 months notice to the either party. There are no
restrictions imposed by the lease agreement. There is no contingent
rent in the lease agreement. There is escalation clause in some lease
agreements. The future minimum lease payments in respect of the non
cancellable lease are as follows :
The lease payments recognized in the Statement of Profit & Loss in
respect of non-cancellable lease for the year are Rs 8.75 Lacs (31 March
2011: Rs 38.98 Lacs).
The lease payments recognized in the Statement of Profit & Loss in
respect of cancellable lease for the year are Rs 293.67 Lacs (31 March
2011: Rs 269.78 Lacs).
The Company had sub-leased the office premises under operating lease in
the previous year.
The lease income recognized in the Statement of Profit & Loss for the
year is Rs Nil (31 March 2011: Rs 46.37 Lacs).
6. The Company believes that no impairment of assets arises during
the year as per Accounting Standards - 28 Impairment of Assets.
7. Contingent Liabilities
On account of bank guarantee to the Central Bureau of Investigation
against release of cash Rs 12.12 Lacs (31 March 2011: Nil)
8. (a) Foreign Currency Earnings Rs Nil (31 March 2011: Nil)
(b) Foreign Currency Expenditure
Professional Fees Rs Nil (31 March 2011: Rs 70.78 Lacs)
Travelling Expenses Rs Nil (31 March 2011: Rs 5.38 Lacs)
9. Capital and other commitments
a) Estimated amount of contracts remaining to be executed on capital
account and not provided for Rs 77.32 Lacs (31 March 2011 Rs 78.61 Lacs)
b) Other Commitments Rs NIL (31 March 2011 Rs NIL)
10. Details of dues to Micro and Small Enterprises as defined under
the MSMED Act, 2006
The Company has not transacted with any Micro and Small Enterprises as
specified under MSMED Act, 2006. Hence, the disclosure requirement
under Section 22 of the said act is not applicable.
11. (a) Additional Disclosures as required in terms of Paragraph 13 of
Non Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank
12. During the year, the Company has proposed dividend of Rs 1/- per
share to Equity Shareholders.
13. The 3rd (third) warrant conversion period in relation to 37,34,487
outstanding warrants of the Company commenced from 27th December, 2011
and ended on 26th March, 2012. Warrant Conversion price was fixed at Rs
77.54 (including premium of Rs 67.54). Warrant holders holding 8401
warrants opted for conversion to equity shares and the Company received
an amount of Rs 6.51 Lacs from the warrant holders who have exercised
their option to convert warrants into equity shares. The shares were
allotted on March 30, 2012. The said proceeds were not utilized & were
parked in a separate bank account. As on the end of the year, 37,26,086
warrants are outstanding.
14. In the opinion of the Board of Directors, the Current Assets and
the Non - Current Assets have a value on realization in the normal
course of business at least equal to the value at which they are stated
in the Balance Sheet.
15. Previous year figures
Till the year ended 31 March, 2011, the Company was using pre-revised
Schedule VI to the Companies Act, 1956, for preparation and
presentation of its financial statements. During the year ended 31
March, 2012 the revised Schedule VI notified under the Companies Act,
1956, has become applicable to the Company. The Company has
reclassified previous year figures to conform to this year''s
classification. Except accounting for dividend on investments in
subsidiaries, the adoption of revised Schedule VI does not impact
recognition and measurement principles followed for preparation of
financial statements. However, it significantly impacts presentation
and disclosures made in the financial statements, particularly
presentation of balance sheet.