1. Share capital and Share Warrants
During the Financial year 2009-10 the Company issued 1,05,25,000 equity
shares of Rs. 10/- each on Preferential basis at a premium of Rs. 0.50
per share as per SEBI guidelines. The Company has also allotted
48,25,000 share warrants at a price of Rs 10.50 per warrants on
Preferential basis as per SEBI Guidelines. These warrants are
convertible at the option of the holders at any time before the expiry
of 18 months from its allotment in to fully paid up equity shares of Rs
10/-each at a premium of Rs 0.50 per share any time between November
2009 to May 2011 against which Rs 3 per warrant of the value has been
received as at 31st March 2011.
2. Capital reserve
Represents balance brought forward relating to amounts forfeited on non
subscription of 5,20,000 Share Warrants on due dates.
3. ESOP Scheme
The shareholders have approved in November 2005, scheme titled SQL
ESOP 2005, which provides for an option to issue equity shares not
exceeding 8,01,000 shares constituting 5% of the paid up capital of the
Company to permanent employees of the company subject to such
conditions the Board may determine. Under this plan, Company granted
7,50,000 Employee Stock Options to 37 Employees pursuant to the
resolution passed at the extra-ordinary general meeting of the Company
held on 30th November 2005. Out of the options granted, 725,000
(700,000) options were lapsed due to resignation of the employees and
25,000 (50,000) options are in force as on 31.03.2011.
SQL ESOP Trust holds 159980 (159980) equity shares as on 31.03.2011
that were allotted under the ESOP Plan in December 1998 for and on
behalf of the eligible employees and will be offered to the Employees
as per the terms and conditions of the ESOP Scheme-2005. The total
options available for grant is 776,000 (751,000) as on 31.03.2011.
4. Working Capital Loans are secured by a first charge on current
assets and movable fixed assets of the borrower (except assets on Hire
Purchase, both present and future), and further secured by
a) Fixed Deposit with Bank
b) 33,50,000 Equity Shares in the company held by Super Star Exports
Pvt Ltd (Promoter)
c) 10,00,000 Equity Shares held by Satyamitra Stock Consultants Pvt
Ltd.
d) Guaranteed by Super Star Exports Pvt Ltd , Satyamitra Stock
Consultants Pvt Ltd. and by a Director of the Company
5. The Company has sent letters of Confirmation during the year to
Debtors, Creditors and Loans and Advances; however the Company received
the confirmation only in a few cases.
6. The Madhya Pradesh State Agricultural Board (MANDI BOARD) has
resorted to unlawful and unilateral termination of the Service contract
by their letter dated 17th February 2010 on the purported reason of
Deficiency/Under performance, besides
a) refusing to settle the dues for services from April 2008 to
termination date amounting to Rs 28.77 Crores (out of which Rs 20 22
Crores pertains to billing raised on behalf of Outsourcing partner)
b) refusing to give required documents for billing from April 2009 to
January 2010
c) invoking performance bank guarantee of Rs 5 Lakhs and
d) Confiscating the assets of the company located in the Mandis.
The matter was referred for Arbitration proceedings. When the
arbitration proceedings were in progress, the Mandi Board withdrew the
arbitrator and the new arbitrator is yet to be appointed by the Mandi
Board. In the meanwhile, the company has filed a petition before the
Honourable High Court of Madhya Pradesh, Jabalpur Bench seeking to
appoint an arbitrator to complete the proceedings.
7. The Company has sent letters to the creditors to identify under
MSMED Act, enterprises which have provided goods and services to the
Company. Accordingly, the disclosure in respect of the amounts payable
to such enterprises as at March 31, 2011 has been made in the
financials statements based on the information received and available
with the Company.
8. Related Party Disclosures
(a) List of Related Parties where control exists:
Name of the Related Parties
a) Wholly owned Subsidiaries
SQL Star International Inc., USA International SQL Star Pte Ltd.,
Singapore
b) Wholly owned subsidiary of US Subsidiary
SQL Star International Pty Ltd., Australia
c) Others
Super Star Exports Private Limited
Systematix Capital Services Private Limited
Systematix Fincorp (India) Limited
Systematix Shares & Stock (I) Limited
Systematix Commodities Services Private Limited
Systematix Corporate Services Limited
Ceepeek Real Estate Limited
Rangsharda Properties Private Limited
Shubhamangalam Real Estate Limited
Snehavardhini Real Estate Limited
Tek Point Properties Private Limited
Funsign Real Estate Limited
Shivshakthi Real Estate Limited
Riteplaza Trading Company Private Limited
Magicline Trading Company Private Limited
Topcity Trading Company Private Limited
Goldflag Exports Private Limited
Coldlife Trading Company Private Limited
Thirdwave Mercantile Company Private Limited
Nikunj Mercantile Private Limited
Systematix Finvest Limited
Technosoft Consulting Resources Pvt Ltd
i) Transaction with related parties other than stated above
i) No amount has been written off or written back during the year in
respect of debts due from or to related parties
ii) Key Management Personnel : Mr. Sunil Gupta, Co-Chairman and
Managing Director
Remuneration vide Note 19 (5)
For the year ended March 31, 2011
9. Contingent Liabilities (In Rs Lacs)
Estimated Amount
S.No. Dscription of Indication of
Contingent
Liability Year ended Year ended Uncertainty Possible
Recovery
31.03.2011 31.03.2010 if Liability
Arises
a) Guarantees issued
by the banks on 65.05 59.95 Performance or Nil
behalf of the Company Non-performance of
various parties
b) Tax Demands
Contested in Appeals:
i) Service Tax* 1917.52 1383.94 All are disputed Nil
ii) Income Tax 157.49 82.39 before concerned Nil
iii) Central Sales Tax 21.65 21.65 authorities. The Nil
company is advised
that the cases are
likely to be
disposed off in
favour of the
Company.
c) Other Claims against
the Company 228.38 220.40 -do- -
not acknowledged
as Debts.
d) Export obligation
on account of 8.14 62.05 - -
Imports.
* includes penalty of Rs. 1142.95 Lacs. |