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DIRECTORS CONTENTS Pages Dr. VIJAYPAT SINGHANIA (Chairman) SHRI GAUTAM HARI SINGHANIA
1. 2. 3. 4. 5. 6. 7. Notice Directors Report to the Shareholders Auditors Report Balance Sheet Profit and Loss Account Cash Flow Statement Schedule to Balance Sheet and Profit and Loss Account 8. Additional Information as per Part IV of Schedule VI 9. Statement Pursuant to Section 212 21 20 2 3 4-5 6 7 8 9-19
SHRI NABANKUR GUPTA SHRI R. K. GANERIWALA (Whole-time Director) AUDIT COMMITTEE SHRI NABANKUR GUPTA (Chairman) SHRI GAUTAM HARI SINGHANIA SHRI R. K. GANERIWALA COMPANY SECRETARY SHRI MUKESH DARWANI BANKERS STATE BANK OF INDIA PUNJAB NATIONAL BANK AUDITORS LODHA & COMPANY Chartered Accountants REGISTERED OFFICE
22-40
NEW HIND HOUSE, 3, NAROTTAM MORARJEE MARG, BALLARD ESTATE, MUMBAI - 400 001. TEL. NO. : FAX NO. : Website E-mail : : 66046000 22620052 www.jkinvesto.com jkitil@raymondindia.com
REGISTERED OFFICE: New Hind House 3, N. M. Marg Ballard Estate Mumbai - 400 001.
NOTES: i. A MEMBER OF A COMPANY ENTITLED TO ATTEND AND VOTE AT A MEETING SHALL BE ENTITLED TO APPOINT ANOTHER PERSON (WHETHER A MEMBER OR NOT) AS HIS PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF. MEMBERS ARE REQUESTED TO DEPOSIT THE PROXY FORM NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. The Company has appointed Link Intime India Pvt. Ltd. as the Registrar and Share Transfer Agent for transfer of shares, both in physical and electronic mode. Their address is as under : Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai - 400 078. The shareholders may send their transfer requests and other share related queries either to the Company at the registered office or Link Intime India Pvt. Ltd. at the above address. iii. Members are requested to notify immediately any change in their address / bank mandate, if any, to their respective Depository Participants (DPs) in respect of their electronic share accounts and to the Registrar and Share Transfer Agent of the Company at Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai - 400 078, in respect of their physical share folios.
ii.
PERFORMANCE OF JOINT VENTURE COMPANY - J. K. ANSELL LIMITED During the year under review the turnover of J. K. Ansell Limited was Rs. 9450.51 lacs (Previous Year Rs. 6149.51 lacs). The profit after tax was Rs. 1070.44 lacs (Previous Year Rs. 731.55 lacs). SUBSIDIARY As required under Section 212 of the Companies Act, 1956, the audited statements of account, along with the report of the Board of Directors and Auditors Report thereon of the wholly owned subsidiary, J.K. Helene Curtis Limited, for the year ended on 31st March, 2011 is annexed. The turnover of our wholly owned subsidiary, J.K. Helene Curtis Limited was Rs.15750.15 lacs (Previous year Rs. 12638.55 lacs). The profit after tax was Rs. 1522.35 lacs (Previous year Rs. 941.14 lacs) ACCOUNTING STANDARDS The accounts have been prepared as per the applicable Accounting Standards and necessary disclosures have been made in the annual accounts. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: i. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the directors have prepared the annual accounts on a going concern basis. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC. Information pursuant to Section 217(1)(e) of the Companies Act, 1956 is not applicable. PERSONNEL There is no employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956. PUBLIC DEPOSIT The Company has not accepted any deposit from the public during the year under review. DIRECTORS Shri Nabankur Gupta, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. AUDITORS Your Company's Auditors, M/s. Lodha & Company, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration. ACKNOWLEDGEMENTS Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff during the year. For and on behalf of the Board
2.
3.
4.
(f)
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2011 OF J K INVESTO TRADE (INDIA) LIMITED. On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that: 1. a) b) c) 2. 3. 4. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. All the fixed assets have been physically verified by the management at regular intervals, which is reasonable considering the size and nature of its business. No discrepancies were noticed on such verification. No substantial part of the fixed assets has been disposed off by the Company during the year.
The Company does not have any inventory. Therefore, the provisions of clause 4(ii) of the Order are not applicable to the Company. The Company has not granted/taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. There is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of shares and securities, fixed assets and for the sale of shares and securities. During the course of our audit, no major weakness has been noticed in the internal control system. There is no transaction that needs to be entered into the register in pursuance of section 301 of the Act.
5.
b)
The Company has no accumulated losses as at 31st March, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. As the Company has not borrowed any funds from financial institutions or banks, the provision of clause 4(xi) of the order is not applicable to the Company. As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the provision of clause 4(xii) of the Order is not applicable to the Company. As the Company is not a nidhi / mutual benefit fund / society, the provisions of clause 4(xiii) of the Order is not applicable to the Company. The Company has kept adequate records of its transactions and contracts in respect of dealing in shares and other investments and timely entries have been made therein. The shares and other investments have been held in the name of the Company. As the Company has not given any guarantee for loans taken by others from banks or financial institutions, the provision of clause 4(xv) of the Order is not applicable to the Company. As the Company has not availed any term loan during the year, the provision of clause 4(xvi) of the Order is not applicable to the Company. As the Company has not raised any funds during the year, the provision of clause 4(xvii) of the Order is not applicable to the Company. As the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, the provision of clause 4(xviii) of the Order is not applicable to the Company. As the Company has not issued any debentures during the year, the provision of clause 4(xix) of the Order is not applicable to the Company. As the Company has not raised any money by way of public issue during the year, the provision of clause 4(xx) of the Order is not applicable to the Company. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.
For LODHA & CO. Chartered Accountants (A.M. HARIHARAN) Partner Membership No. 38323 Firm Registration No: 301051E
1 2
1,05,17,069
DEFERRED TAX LIABILITY TOTAL APPLICATION OF FUNDS : FIXED ASSETS Gross Block Less : Depreciation Net Block INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES Sundry Debtors Cash and Bank balances Other Current Assets Loans and Advances 4 48,14,021 29,84,858
6,478 37,32,37,127
36,95,96,661
36,322 25,60,639 935 3,05,77,923 3,31,75,819 24,99,006 18,11,303 37,32,37,127 3,06,76,813 34,42,16,402
LESS : CURRENT LIABILITIES AND PROVISIONS NET CURRENT ASSETS TOTAL NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF FINANCIAL STATEMENTS PARTICULARS AS PER NBFC DIRECTIONS Schedules form an integral part of the Balance Sheet As per our attached report of even date For LODHA & COMPANY, Chartered Accountants
12 13
On behalf of the Board Dr. VIJAYPAT SINGHANIA GAUTAM HARI SINGHANIA NABANKUR GUPTA
Chairman
R. K. GANERIWALA
As per our attached report of even date For LODHA & COMPANY, Chartered Accountants
On behalf of the Board Dr. VIJAYPAT SINGHANIA GAUTAM HARI SINGHANIA NABANKUR GUPTA
Chairman
R. K. GANERIWALA
As per our attached report of even date For LODHA & COMPANY, Chartered Accountants
Chairman
40,00,000
40,00,000
7,40,00,000 8,00,00,000
7,40,00,000 8,00,00,000
Issued, subscribed and paid up 73,22,200 Equity shares of Rs.10 each, fully paid up TOTAL NOTES : of the above shares : i) 1,40,000 Equity Shares of Rs. 10 each fully paid-up were allotted pursuant to a contract without payment being received in cash. ii) 2,40,880 Equity Shares of Rs.10 each, fully paid-up were allotted as bonus shares by capitalisation of General Reserve. SCHEDULE 2 : RESERVES AND SURPLUS A) CAPITAL RESERVE As per last Balance Sheet B) CAPITAL REDEMPTION RESERVE As per last Balance Sheet C) GENERAL RESERVE As per last Balance Sheet D) RESERVE FUND UNDER RBI ACT As per last Balance Sheet Transferred from Profit and Loss account E) PROFIT AND LOSS ACCOUNT Surplus as per annexed account TOTAL SCHEDULE 3 : UNSECURED LOANS Deposits from Bodies Corporate Interest accrued and due on above 42,00,000 63,17,069 1,05,17,069 (Refer note no.2(c) in Schedule 12) TOTAL 1,05,17,069 1,05,17,069 42,00,000 63,17,069 1,05,17,069 21,37,29,771 28,94,91,580 19,05,25,524 26,04,77,333 4,95,67,000 58,10,000 5,53,77,000 4,51,83,000 43,84,000 4,95,67,000 4,99,100 4,99,100 37,35,000 37,35,000 1,61,50,709 1,61,50,709 7,32,22,000 7,32,22,000 7,32,22,000 7,32,22,000
DEPRECIATION
AS AT 31.03.2011 UPTO FOR THE DEDUCTIONS/ 01.04.2010 YEAR ADJUSTMENTS DURING THE YEAR RUPEES RUPEES RUPEES
--16,40,686 --2,96,392 -----
NET BLOCK
AS AT 31.03.2011 AS AT 31.03.2011 AS AT 31.03.2010
RUPEES
Freehold Land Building Electical installations and air-conditioning machinery Computer hardware and software Furniture and Office equipment TOTAL Previous Year 3,52,670 30,68,063
RUPEES
3,52,670 33,33,645
RUPEES
--19,37,078
RUPEES
3,52,670 13,96,567
RUPEES
3,52,670 14,27,377
1,70,668
---
---
1,70,668
1,62,133
---
---
1,62,133
8,535
8,535
8,49,066
---
---
8,49,066
7,73,968
20,338
---
7,94,306
54,760
75,098
-------
-------
SCHEDULE 5: INVESTMENTS As at 31st March, 2011 Rs. Rs. I. LONG TERM (OTHER THAN TRADE) IN SHARES 20,11,325 (Previous Year 20,11,325) Equity Shares of Rs.10 each, fully paid-up, in Raymond Limited. B . Unquoted : a) In a Subsidiary Company : 9,80,000 Equity shares of Rs.10 each, fully paid-up, in J.K. Helene Curtis Ltd. b) Others (i) 10,00,000 equity shares of Rs.10 each, fully paid-up, in J.K. Ansell Ltd, (A jointly promoted company with Pacific Dunlop Ltd. of Australia as a 50:50 Joint Venture) (ii) 7,00,000 equity shares of Rs.10 each, fully paid-up, in Radha Krshna Films Ltd. As at 31st March, 2010 Rs. Rs.
20,92,912
20,92,912
70,00,000
II. CURRENT INVESTMENTS (OTHER THAN TRADE) MUTUAL FUNDS (UNQUOTED) SBI Mutual Fund 78,27,293 Units of SBI Magnum Insta Cash Plus Liquid Floater Plan - Dividend, of Rs. 10 each (Previous year 22,12,709 units) [Repurchase value Rs.8,08,16,800 (Previous Year 2,28,26,752)] During the year the Company has purchased 60,70,104 units and sold 4,55,520 units of Rs. 10 each. TOTAL 8,07,51,877 2,28,26,528
36,95,96,661
31,16,71,312
10
SCHEDULE 6 : CURRENT ASSETS, LOANS AND ADVANCES As at 31st March, 2011 Rs. CURRENT ASSETS Sundry Debtors (Unsecured, considered good) : Debts outstanding for more than six months Others 9,304 30,510 39,814 Cash and Bank Balances : (i) Cash on hand (ii) Balances with Scheduled Banks (a) Current Accounts * (b) Term Deposit (against issue of a bank guarantee) 1,439 5,06,453 17,50,000 22,57,892 Other Current Assets : Interest accrued on term deposit with a bank LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received Income-tax payments, including tax deducted at source (net of provision for taxation of Rs.1,21,22,500; Previous year Rs.1,11,85,500) Other Deposits 4,66,091 47,98,781 TOTAL 70,96,597 4,00,191 3,05,77,923 3,31,75,819 28,456 43,04,234 7,493 3,01,70,239 311 8,10,328 17,50,000 25,60,639 36,322 36,322 Rs. As at 31st March, 2010 Rs. Rs.
110
935
Includes balance in Unpaid Preference Shares Redemption account Rs.1,43,221; (Previous Year Rs.1,62,121), and in Unpaid Dividend account Rs.1,28,093 (Previous Year Rs. 1,28,409).
11
* There are no amounts due and outstanding to be credited to Investors Education and Protection Fund and outstanding for more than seven years.
SCHEDULE 8 : OPERATING INCOME Year Ended 31st March, 2011 Rs. Dividend (Gross) : From long term investment in shares From Current Investments in units of Mutual Funds Interest (Gross) (Tax deducted at source Rs.11,535; Previous year Rs.28,431) Profit on sale of units of Mutual Funds (Current Investments) (Net of loss Rs.55; previous year Rs.120) Compensation/rent for use of office/other premises (Tax deducted at source Rs.20,80,560, previous year Rs.34,22,850) TOTAL 1,00,00,000 35,74,744 1,35,74,744 1,15,343 1,00,00,000 4,81,609 1,04,81,609 1,87,875 Rs. Year Ended 31st March, 2010 Rs. Rs.
606
2,08,06,800
2,09,46,360
3,44,97,493
3,16,15,844
12
3,81,863 78,73,672
99
SCHEDULE 10 : EMPLOYMENT COST Year Ended 31st March, 2011 Rs. Salaries and Wages Contribution to Provident and Other Funds Workmen and Staff Welfare Expenses TOTAL 42,61,215 5,81,021 7,28,241 55,70,477 Year Ended 31st March, 2010 Rs. 35,01,554 6,57,142 7,82,968 49,41,664
SCHEDULE 11 : ADMINISTRATIVE AND OTHER EXPENSES Year Ended 31st March, 2011 Rs. Insurance Rent Rates and taxes Directors' fees Auditors' remuneration : Audit fees Tax Audit fees Certification Out of Pocket expenses (including service tax) Legal and Professional fees Loss on redemption of Units of Mutual Fund Motor Car Expenses Miscellaneous expenses TOTAL Rs. 16,963 3,819 3,34,087 1,70,000 Year Ended 31st March, 2010 Rs. Rs. 16,027 3,831 3,34,383 1,80,000
70,000 12,000 14,500 13,500 1,10,000 2,00,014 120 3,90,175 5,45,281 17,79,831
13
II)
III)
IV)
V)
VI)
VII)
VIII)
IX)
X)
XI)
XII)
14
3.
4. 5.
6. 1.
Note: During the year transactions were entered into only with Raymond Limited. (b) Associates / Joint Ventures and others J.K. Ansell Limited (c) Key Managerial Personnel Shri R.K. Ganeriwala (Whole-time Director) Note: Related parties are as identified by the Company and relied upon by the Auditors.
15
(-) (-)
(-) (-)
Outstandings: Investments Sundry Creditors 20,92,912 (20,92,912) (-) 27,67,51,872 (27,67,51,872) 11,95,189 (2,29,749) 1,00,00,000 (1,00,00,000) (-) (-) (-) 28,88,44,784 (28,88,44,784) 11,95,189 (2,29,749)
Previous year's figures are shown in italics within brackets. Note: No amounts pertaining to related parties have been provided as doubtful debts. Also, no amount has been written off / back. 7. Basic and Diluted Earnings Per Share: For the purpose of calculation of Basic and Diluted Earnings Per Share the following amounts are considered: Particulars a) b) c) Numerator Profit available for equity shareholders (Net Profit after tax) Denominator Number of equity shares of Rs.10/- each Basic and diluted Earnings Per Share arrived at by dividing Numerator by Denominator Current year Rs. 2,90,14,247 73,22,200 3.96 Previous year Rs. 2,19,17,731 73,22,200 2.99
8.
Deferred Tax: Particulars Deferred Tax (Asset) / Liability As at 31.03.2010 Rs. Charge / (Credit) for the Year Rs. Deferred Tax (Asset) / Liability As at 31.03.2011 Rs.
Nature of timing difference: Deferred tax Liabilities Depreciation Total -6,478 6,478 6,478 6,478
As a matter of prudence, the management has not recognised deferred tax assets in respect of carried forward business losses of Rs.6,79,444 (Previous year Rs.11,26,906 ).
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* Includes gratuity of Rs.5,56,900 (Previous Year Rs.70,215) and Leave encashment Rs. 5,01,539 (Previous Year Rs.Nil) 10. Disclosure of interest in Joint Venture: Name of the jointly controlled entity Country of Incorporation Ownership Interest Share in the Contingent Liabilities Share in capital commitments Aggregated amount of interest in : : : : : : J.K. Ansell Limited India 10,00,000 equity shares of Rs.10 each representing 50% of the paid up share capital. Rs. 49,63,348 (Previous year Rs.41,11,500) Rs. 25,99,403 (Previous year Rs.19,406) (Figures in Rs.) Previous year 19,33,79,022 6,89,25,932 30,74,75,676 27,08,98,124
Details of defined benefit plan, being gratuity as per actuarial valuation as on 31st March, 2011: Current Year Rupees 1. Components of Employer Expenses (a) Current Service Cost (b) Interest Cost (c) Actuarial (Gain)/Loss (d) Total expense/(gain) recognised in the Profit and Loss account Net Asset/(Liability)recognized in Balance Sheet as at 31st March,2011 (a) Net liability as on 31st Mach, 2010 (b) Expenses as above (c) Benefits Paid (d) (Asset)/ Liability recognized in the Balance Sheet Change Benefit Obligation during the year ended 31st March,2011 (a) Liability at beginning of the year (b) Current Service Cost (c) Interest Cost (d) Benefits Paid (e) Actuarial (Gain)/Loss (f) Liability at the end of the year Change in Fair Value of Plan Assets (a) Present Value of Plan Assets as at 31st March,2010 (b) Actuarial (Gain)/Loss (c) Actual Company Contribution (d) Benefits Paid (e) Fair Value of Plan Assets as at 31st March,2011 Actuarial Assumptions (a) Discount Rate (per annum) (b) Salary Escalation Rate Percentage of each Category of Plan Assets to total Fair Value of Plan Assets as at 31st March,2011 36,395 30,790 86,387 1,53,572 3,36,818 1,53,572 -4,90,390 3,36,818 36,395 30,790 -86,387 4,90,390 Nil Nil Nil Nil Nil 8.25% 5% N.A. Previous Year Rupees 61,674 50,339 (2,09,711) (97,698) 7,84,516 (97,698) 3,50,000 3,36,818 7,84,516 61,674 50,339 (3,50,000) (2,09,711) 3,36,818 Nil Nil Nil Nil Nil 7.5% 5% N.A.
2.
3.
4.
5. 6. 12.
Previous year's figures have been regrouped/rearranged/recasted, wherever necessary, to conform to the current year's presentation.
As per our attached report of even date For LODHA & COMPANY, Chartered Accountants
On behalf of the Board Dr. VIJAYPAT SINGHANIA GAUTAM HARI SINGHANIA NABANKUR GUPTA
Chairman
(A.M.HARIHARAN) Partner Membership No. : 38323 Firm Registration No.: 301051E Place : Mumbai, Dated : 19th April, 2011
R. K. GANERIWALA
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(3)
(4)
807.52 -
228.26 -
2767.51 120.93 -
2767.51 120.93 -
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Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted): Current Year Category 1. Related Parties ** (a) Subsidiaries (b) Companies in the same group (c) Other related parties 2. Other than related parties Total Market Value/Break up Book Value (Net of or fair value or NAV Provisions) 4755.57 8043.25 808.17 13606.99 20.93 2867.52 807.52 3695.97 Previous Year Market Value/Break up or fair value or NAV 3214.04 5931.88 228.30 9374.22 Book Value (Net of Provisions) 20.93 2867.52 228.27 3116.72
(7)
** As per Accounting Standard of ICAI (Please see Note 3) Other information : Particulars (i) Gross Non-Performing Assets (a) Related parties (b) Other than related parties (ii) Net Non-Performing Assets (a) Related parties (b) Other than related parties (iii) Assets acquired in satisfaction of debt -
NOTES : 1. 2. 3. As defined in Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions,1998. Provisioning norms shall be applicable as prescribed in the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also aassets acqured in satisfaction of debt. However, market value in respect of quoted investment and break up/fair value NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in column (4) above.
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5 3 1 0 3 2
7 0
3 1 1
5 1 1
II.
: : : :
N N N N
I I I I
L L L L
III.
: : : : : : : : : : :
3 3
7 7 7 8 1
3 3 3 9 0 1 9 1
2 2 2 4 5 8 5 8
3 3 2 9 1 2 9 1
7 7 2 1 7 9 6 1
1 1 0 5 N 0 1 6 3
2 2 0 8 I 6 6 6 0
7 7 0 0 L 9 3 1 3
: : : : : :
4 3 2
2 8 4 9
3 2 1 0
7 4 2 1
1 7 3 4 3
1 8 3 2 . N
6 0 6 4 9 I
5 2 3 7 6 L
V.
Chairman
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For the Financial year of the Subsidiary (Rs.) J.K. Helene Curtis Ltd. Shares of Rs.10/- each fully paid 31.03.2011 9,80,000 100 15,22,34,845
For the previous Financial year since it became the holding Company's Subsidiary (Rs.) 31,72,87,888
For the previous Financial year since it became the holding Company's Subsidiary. (Rs.) NIL
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Place : Mumbai, Dated : 19th April, 2011 (MUKESH DARWANI) Company Secretary
On behalf of the Board Dr. VIJAYPAT SINGHANIA GAUTAM HARI SINGHANIA NABANKUR GUPTA R. K. GANERIWALA
Chairman
Chairman
Directors
CONTENTS Directors Report .................................................................... Compliance Certificate ........................................................... Auditors Report ..................................................................... Balance Sheet ....................................................................... Profit and Loss Account ......................................................... Cash Flow Statement ............................................................ Schedules ............................................................................. Additional Inforamtion as per Part IV of Schedule VI .............. 23 24 - 25 26 - 27 28 29 30 31 - 39 40
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23
12. 13.
The Board of Directors of the company is duly constituted. The company has not appointed any Managing Director / Whole Time Director / Manager during the financial year under review. The company has not appointed any sole-selling agents during the financial year under review. The company did not seek any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies during the financial year under review. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. The company has not issued any shares/ debentures/other securities during the financial year. The company has not bought back any shares during the financial year under review. The company has not redeemed any preference shares/debentures during the financial year under review. There were no transactions necessitating the company to keep in abeyance the right to dividend, right shares, and bonus shares pending registration of transfer of shares. The company has not invited/accepted any deposits falling within the purview of Section 58A and 58AA of the companies Act, 1956 during the financial year. The amount borrowed by the company from directors, members, public, financial institutions, banks and others during the year ended 31/03/2011 are with in the borrowing limits of the Board of Directors of the Company.
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Annexure A Registers as maintained by the Company: 1. 2. 3. 4. 5. 6. 7. Register of Members under Section 150 of the Act. Register of Directors U/S 303 of the Act. Register of Directors shareholding U/s. 307 of the Act. Register of Charges U/S 143 of the Act. Minutes of the General Meeting & Board Meetings U/S 193 of the Act. Register of Attendance for Board Meetings. Register of Investments U/S 372A of the Act
Annexure B Forms and Returns as filed by the Company, during the financial year ended 31st March, 2010: 1. 2. 3. 4. Compliance certificate for the financial year ended 31/03/2010 was filed on 16/06/2010. Balance Sheet (Schedule VI) for the year ending 31/3/2010 & adopted at the Annual Meeting held on 22/05/2010, filed on 18/06/2010. Annual Return (Schedule V) made up to 22/05/2010 was filed on 16/07/2010. Form No 23 filed on 21/06/2010.
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2.
3. 4.
On the basis of the written representations received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956. For A. F. Ferguson & Co. Chartered Accountants (Registration No. 112066W) Rajesh K. Hiranandani Partner (Membership No. 36920)
ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date) (i) In respect of its fixed assets: (a) (b) (c) (ii) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. The fixed assets were physically verified during the year by the Management which, in our opinion, is reasonable. According to the information and explanations given to us, no material discrepancies were noticed on such verification. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. As explained to us, the inventories were physically verified during the year by the Management. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.
(c)
26
(x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi)
The Company does not have any accumulated losses at the end of the financial year. Also, the Company has not incurred cash losses in the financial year and in the immediately preceding financial year. In our opinion and according to the information and explanations given to us, the Company has not taken any loans from banks or financial institutions nor issued any debentures. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The Company is not a chit fund or nidhi/mutual benefit fund/society. In our opinion and according to the information and explanations given to us, the Company is not dealing in shares, securities, debentures and other investments. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks and financial institutions. In our opinion and according to the information and explanations given to us, the Company has not taken any term loans. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on shortterm basis have not been used for long- term investment. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. According to the information and explanations given to us, the Company has not issued any debentures during the period covered under the audit. In our opinion and according to the information and explanations given to us, the Company has not raised money by public issues. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. For A. F. Ferguson & Co. Chartered Accountants (Registration No. 112066W) Rajesh K. Hiranandani Partner (Membership No. 36920)
27
I. SOURCES OF FUNDS: Shareholders' funds: a) Share capital b) Reserves and surplus A B 98.00 4535.30 4633.30 TOTAL II. APPLICATION OF FUNDS: 1) a) b) c) d) Fixed assets Gross block Less : depreciation Net block Capital advances C 328.98 134.14 194.84 0.45 195.29 2) Investments 3) Deferred tax asset (net) (see Note 10) 4) Current assets, loans and advances: a) Interest accrued on investments b) Inventories c) Sundry debtors d) Cash and bank balances e) Loans and advances 0.05 1980.52 1532.70 709.88 248.64 44,71.79 Less : Current liabilities and provisions: a) Current liabilities b) Provisions H 2284.88 160.31 2445.19 2026.60 TOTAL Notes to the accounts M 4633.30 1766.80 31.49 1798.29 1762.44 3225.23 0.04 1374.47 968.80 1057.06 160.36 3560.73 D 2403.41 8.00 261.43 106.98 154.45 3.59 158.04 1293.55 11.20 4633.30 98.00 3127.23 3225.23 3225.23
E F G
In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants
Chairman Director
28
INCOME Sales (Gross) Less: Rebates and discounts Other income EXPENDITURE Cost of goods sold Employment costs Administrative and selling expenses Depreciation Interest J K L C 8439.01 1042.69 3957.28 33.84 5.31 13478.13 PROFIT BEFORE TAXATION Provision for taxation - Current tax - Deferred tax Excess provision for Tax in respect of earlier years written back - Income tax - Fringe benefit tax PROFIT AFTER TAXATION Add: Balance in profit and loss account brought forward BALANCE AVAILABLE FOR APPROPRIATIONS Less : Appropriations : Proposed dividend Corporate dividend tax Transfer to general reserve Balance carried to balance sheet Notes to the accounts Numerator - Profit after taxation Denominator - Number of equity shares Basic, as well as diluted, earnings per equity share Nominal value per equity share M 1522.35 980000 155.34 10 941.14 980000 96.03 10 751.00 3.20 754.20 2272.02 495.00 (3.83) 491.17 7344.77 780.69 3027.23 50.64 5.57 11208.90 1429.65 I 17822.15 2151.93 15670.22 79.93 15750.15 14123.86 1604.56 12519.30 119.25 12638.55
(4.53) 749.67 1522.35 2441.08 3963.43 98.00 16.28 152.24 266.52 3696.91
In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants
Chairman Director
29
Year ended 31st March, 2010 Rupees (in Lakhs) Rupees (in Lakhs) 1429.65 50.64 5.57 (77.02) (18.77) (0.17) 35.76 (28.34)
33.84 5.31 (51.98) (0.09) (4.60) 0.46 7.67 4.19 (5.20) 2266.82 (640.65) (606.05) 518.17 (728.53) 1538.29 (755.32) 782.97
628.45
In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants Rajesh K. Hiranandani Partner Mumbai : 19th April, 2011
Chairman Director
30
100.00
100.00
98.00
98.00
98.00
98.00
Rupees (in Lakhs) Schedule D - Investments I Long term: other than trade: A. Unquoted: a) Government securities: 6 Year National Savings Certificates (deposited with sales tax and excise authorities) b) Shares: i) 500 equity shares of Rs. 10 each fully paid-up in The Bombay Mercantile Co-operative Bank Limited ii) 2000000 equity shares of Rs. 10 each fully paid-up in Radha Krshna Films Limited
0.08
0.08
31
Particulars Kotak Mutual Fund - Kotak Floater Long term - Daily dividend (unit of Rs.10 each) UTI Mutual Fund - UTI Fixed income interval fund - Monthly interval plan - II institutional dividend plan re-investment (unit of Rs.10 each) - UTI Treasury advantage Fund - Daily dividend plan re-investment unit of Rs.1000 each) ICIC Prudential Mutual Fund - ICICI Prudential interval fund V - Monthly interval plan A - Institutional dividend (unit of Rs.10 each) Schedule 'E' - Sundry debtors ( Unsecured, considered good,unless otherwise stated) Debtors outstanding for a period exceeding six months: Considered good Considered doubtful Other debtors (considered good) Less: Provision for doubtful debtors Per balance sheet Schedule 'F' - Cash and bank balances Cash balance on hand With scheduled banks: On current accounts Balance of term deposits linked to current accounts 21.98 121.33 143.31 5.59 20.92 5.92 26.84 1511.78 1538.62 5.92 1532.70
498150
50.23
2771737 4806
277.18 50.12
2020674
202.07
5.13
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With non-scheduled bank: The Municipal Co-operative Bank Limited: On current account On fixed deposit (including interest accrued Rs.0.02 Lakh; as at 31.03.2010 Rs.0.02 Lakh) (maximum amount outstanding during the year Rs.5.37 Lakhs; year ended 31.03.2010 Rs.4.42 Lakhs) Per balance sheet Schedule 'G' - Loans and advances (unsecured, considered good) Advances recoverable in cash or in kind or for value to be received Income-tax paid less provisions there against (other than deferred tax) Per balance sheet Schedule 'H' - Current liabilities and provisions a) Current liabilities Sundry creditors - micro enterprises and small enterprises (refer Note 7) - other than micro enterprises and small enterprises Security deposits b) Provisions for : Compensated absences Gratuity Income-tax net of advance tax there against (other than deferred tax) Proposed dividend Corporate dividend tax 1,76.64 72.00 248.64 99.89 60.47 160.36 0.90 0.16 1.06 709.88 2.73 0.16 2.89 1057.06
69.41 2154.47 2223.88 61.00 2284.88 35.68 7.67 2.68 98.00 16.28 160.31 2445.19
SCHEDULES ATTACHED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YAER ENDED 31ST MARCH, 2011
Schedule 'I' - Other income Sales tax refunds Sale of scrap Dividend on current investments (other than trade) Interest : On long term investments (other than trade) On deposits with banks : Gross (tax deducted at source Rs.3.68 Lakhs; year ended 31.03.2010 Rs.5.51Lakhs ) On income-tax refunds Insurance claims received Credit balances written back Miscellaneous Per profit and loss account 0.38 13.94 4.60 0.01 51.95 0.02 51.98 5.77 0.09 3.17 79.93 0.01 77.01 -77.02 3.09 18.77 6.21 119.25 0.27 13.72 0.17
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Schedule 'K' - Employment costs Salaries, wages and bonus Contribution to provident fund and other funds Workmen and staff welfare expenses Per profit and loss account 943.53 66.40 32.76 1042.69 714.64 39.59 26.46 780.69
Schedule L Administrative and selling expenses Electricity Rent Repairs and maintenance Loss on scrap / sale of fixed assets (net) Insurance Rates and taxes Compensation paid pursuant to a High Court's order in respect of a disputed lease matter Freight, clearing and forwarding charges Travelling and conveyance Directors Fee Bad debts written off Less: Provision held Advertisement and sales promotion Commission on sales to agents Cash discount Warehousing charges Postage and telephone Printing and stationery Miscellaneous Per profit and loss account 562.29 312.57 0.75 2141.46 91.40 123.49 142.88 47.12 16.05 220.34 3957.28 166.55 467.41 261.15 0.60 5.99 (5.99) 1309.57 94.62 159.68 108.38 40.06 13.97 176.83 3027.23 18.11 78.82 76.26 0.46 18.41 106.87 12.84 72.84 16.69 35.76 12.04 78.24
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Advertisement costs Expenditure on advertising is charged to revenue in the year in which it is incurred. Employee benefits a) b) Short term employee benefits are recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. Long term benefits: (i) 1. Defined Contribution Plans : Provident and Family Pension Fund The eligible employees of the company are entitled to receive post employment benefits in respect of provident and family pension fund, in which both employees and the company makes monthly contributions at a specified percentage of the employees eligible salary (currently 12% of employees eligible salary). The contributions are made to the Regional Provident Fund Commissioner. Provident Fund and Family Pension Fund are classified as Defined Contribution Plans as the Company has no further obligations beyond making the contribution. 2. Superannuation The eligible employees of the company are entitled to receive post employment benefits in respect of superannuation scheme in which the Company makes yearly contributions at 13% of employees' eligible salary. The contributions are made to Life Insurance Corporation of India (LIC) under a group gratuity scheme. Superannuation Scheme is classified as Defined Contribution Plan as the Company has no further obligations beyond making the contribution. The Companys contributions to these Defined Contribution Plans are charged to the profit and loss account as incurred. (ii) 1. Defined Benefit Plans : Gratuity The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of continuous service with part thereof in excess of six months on the basis of last drawn eligible salary. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund established as a trust for this purpose. The Company accounts for gratuity benefits payable in future based on an independent actuarial valuation as at the year end. Actuarial gains and losses are also recognised in the profit and loss account. 2. Compensated Absences The Company provides for encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits for future encashment/availment. The liability is provided
35
The disclosure in respect of Micro and Small Enterprises to whom the Company owes dues as at the year end take into account only those creditors who have responded to the enquiries made by the Company for the purpose of determining its creditors who are micro and small enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006. There is no delay in making payments to Micro and Small Enterprises beyond the appointed day. The foregoing representations have been relied upon by the auditors. As the Company's business activity falls within a single segment viz. 'Cosmetics and toiletries' and the sales being in the domestic market, the disclosure requirements of Accounting Standard 17 Segment Reporting are not applicable. Particulars of opening stock, closing stock, purchases and sales
Opening Stock Quantity Value in Rupees (in Lakhs) 1374.47 (1022.34) 1374.47 (1022.34) Closing Stock # Quantity Value in Rupees (in Lakhs) 1978.09 (1374.47) 1978.09 (1374.47) Purchases * Quantity Value in Rupees (in Lakhs) 9000.57 (7696.90) 9000.57 (7696.90) Sales (Gross) Quantity Value in Rupees (in Lakhs) 17822.15 (14123.86) 17822.15 (14123.86)
8. 9.
Dozens
495777 (375051)
572723 (495777)
2970460 (2832891)
2848342 (2672714)
# *
The closing stocks are after adjustments for damages, obsolescence, shortages and consumer offers. Closing stock figures, if derived from opening stock plus purchases and less sales would therefore be different. Includes material consumed for packaging and repackaging certain purchased finished goods Rs. 1,68.91 (previous year Rs. 1,82.08)
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a) Deferred tax assets - Compensated absences - Provision for doubtful debts Sub-total b) Deferred tax liabilities - Depreciation Net amount 11. Related parties disclosures 1. Relationships a) Holding Company J. K. Investo Trade (India) Limited
(1.52) 11.19
(4.30) (3.19)
(5.82) 8.00
b) Enterprises which can exercise significant influence, directly or indirectly, and with whom there are transactions 1. Raymond Limited 2. Raymond Apparel Limited [ subsidiary of b (1) ] c) Key Management personnel The authority and responsibility for planning, directing and controlling the activities of the Company is collectively managed by the Board of Directors. 2. Transactions carried out with the related parties in 1 above, in ordinary course of business : Nature of transactions Sales Goods and materials : - Raymond Limited - Raymond Apparel Limited Expenses Rent and other service charges : - Raymond Limited - Raymond Apparel Limited Reimbursement of Expenses : - Raymond Apparel Limited Directors' fees Outstandings Payable : - Raymond Limited - Raymond Apparel Limited Receivable : - Raymond Limited Referred in 1(a) above Related Parties Referred in Referred in 1(b) above 1(c) above Total
96.94 (73.04) 38.41 (2.39) 116.30 (95.64) 11.30 (11.31) 15.15 (91.82) (-) 27.29 (-) 0.20 (0.74) 8.83 (2.41)
(-) (-) (-) (-) (-) 0.75 (0.60) (-) (-) (-)
96.94 (73.04) 38.41 (2.39) 116.30 (95.64) 11.30 (11.31) 15.15 (91.82) 0.75 (0.60) 27.29 (-) 0.20 (0.74) 8.83 (2.41)
Note : No amounts pertaining to related parties have been provided for as doubtful debts. Also, no amounts have been written off or written back during the year.
37
i)
Components of employer expenses a) Current Service cost b) Interest cost c) Expected return on plan assets d) Actuarial Losses/(Gains) Total expenses recognised in Profit and Loss Account ii) Actual Contribution and Benefit Payments for the year a) Actual benefit payments b) Actual Contributions iii) Net asset/(liability) recognised in balance sheet a) Defined Benefit Obligation b) Fair value of plan assets Net asset/(liability) recognised in balance sheet iv) Change in Defined Benefit Obligations (DBO) during the year a) Present Value of DBO at beginning of year b) Current Service cost c) Interest cost d) Actuarial losses/(gains) e) Benefits paid Present Value of DBO at the end of year v ) Change in Fair Value of Assets during the year a) Plan assets at beginning of year b) Expected return on plan assets c) Actuarial gain/(losses) d) Actual Company contributions e) Fair value of benefits paid Fair value of plan assets at the end of year vi) Contribution expected to be paid next year vii) Actuarial Assumptions a) Discount rate b) Expected rate of return on plan assets c) Salary escalation rate d) Mortality table viii) The major categories of plan assets as percentage of total plan assets a) Balances with banks b) Insurer Managed Funds
7.41 4.85 (5.21) 6.47 13.52 (1.29) 1.29 77.55 69.88 (7.67) 60.61 7.41 4.85 5.97 (1.29) 77.55 65.17 5.21 (0.50) 1.29 (1.29) 69.88 8.45 8.35% 8.00% 7.50% LIC (1994-96) 12.00% 88.00%
6.77 5.19 (5.16) (5.69) 1.11 (5.67) 7.88 60.61 65.17 4.56 60.90 6.77 5.19 (6.58) (5.67) 60.61 58.69 5.16 (0.89) 7.88 (5.67) 65.17 8.22 8.00% 8.00% 7.50% LIC (1994-96) 38.00% 62.00%
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Accounting Standard (AS) 15 (Revised) on Employee Benefits notified by the Companies (Accounting Standards) Rules, 2006 requires the disclosure of the above information for the past four years; however the information is available only for past three years since the date of implementing the Standard. 3) 13. Compensated absences (written back) / charged in the statement of profit and loss account for the year, under employee cost in Schedule K, is Rs. 4.19 Lakhs . [Previous year : Rs. (28.34) Lakhs] Previous year's figures have been regrouped wherever necessary.
Signature to Schedules A to M In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants On behalf of the Board Dr. Vijaypat Singhania Nabankur Gupta
Chairman Director
39
Bonus Issue
3.
Position of Mobilisation and Deployment of Funds Total Liability Sources of Funds Paid-up Capital Application of Funds Net Fixed Assets 2 1 0 9 2 5 6 8 2 6 0 9 0 0 Net Current Assets Deferred tax asset (net) 9 8 0 0 Secured Loans 4 6 3 3 3 0
4.
Performance of the Company Turnover (incl. other income) 1 + 5 2 7 2 5 7 0 2 1 0 5 2 + Profit/Loss before tax (+ for profit,- for loss) Earning per Share in Rs. + 1 5 5 . 3 4 Dividend Rate % 1 0 0 Total Expenditure 1 3 1 4 5 7 2 8 2 1 3 3 5 Profit/Loss after tax
5.
Generic Names of Three Principal Products/Services of the Company (As per Monetary Terms) Item Code No. (ITC Code) Product Description Item Code No. (ITC Code) Product Description Item Code No. (ITC Code) Product Description 3 3 0 3 0 0 . 0 5 S P R A Y 0 3 P E R F 3 T 3 4 0 1 L 7 U M E 1 1 .
O I 3 0
E T 4 9 F .
S O A P 0 0
R O O M
R E S H E N E R
In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants
Chairman Director
40