1. Terms and rights attached to Shares.
A) Equity Shares.
The company has only one class of Equity share having a Par Value of
Rs. 2/- each. Each holder of equity share is entitled for one vote per
share. The company declares and pays dividend in Indian rupees. The
dividend proposed by the Board of Directors is subject to approval by
the share holders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the holder of equity
shares will be entitled to receive remaining assets of the company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
2.0.5% Fully Convertible Preference Shares.
Each Fully Convertible Preference Share shall be compulsorily
converted into five equity share of Rs. 2/- each fully paid up at par,
at any time from the end of first year to the end of fifth year from
the date of allotment.
Preference share holders are entitled to get dividend only when the
company has distributable profits.
In the event of winding up or repayment of capital, Preference share
holders have the preferential right to be repaid the amount of capital
paid up.
3. 15%, Non Cumulative Redeemable Preference Shares.
Each Non Cumulative Redeemable Preference Share shall be redeemable
with in a period of 1 to 8 years from the date of issue i.e. 05/05/2014
as may be determined by the Board of Directors of the company at their
absolute discretion.
Preference share holders are entitled to get dividend only when the
company has distributable profits.
In the event of winding up or repayment of capital, Preference share
holders have the preferential right to be repaid the amount of capital
paid up.
Figures as at Figures as at
Particulars 31st March, 31st March,
2015 (Rs.) 2014 (Rs.)
4. CONTINGENT LIABILITIES
1. Counter guarantee issued in 15,000,000 11,900,000
favour of the banker for
guarantee given by them to
NSE for margin requirement
Rs. 29.80 Mn. (P.Y. Rs. 29.80 Mn)
and to BSE Rs. (Rs. P.Y. 0.2
Mn) for Margin requirment
2. Guarentee given on behalf of 5,000,000 30,000,000
subsidiary company Vertex
Commodities & Finpro (P)
Limited
3. Claims against the company
not acknowledged as debts:-
a. Tax demand in respect of:-
Service Tax orders for
FY 2006-07 to 2009-10 622,000 622,000
20,622,000 42,522,000
5. RELATED PARTY DISCLOSURES
As per Accounting Standard (AS-18) on Related Party Disclosures issued
by the Institute of Chartered Accountants of India, the disclosure of
transactions with the related party as defined in the Accounting
Standard are given below:-
Name of the party Relation
Kumar Nair Chairman & Managing Director
Transwarranty Finance Holding Company
Limited
Vertex Commodities and Subsidiary Company
Finpro (P) Limited
Transwarranty Private Associated Company
Limited (Until 16/12/2013)
Transwarranty Advisors Associated Company
Private Limited
6. Sundry debtors include old outstanding debts amounting to Rs.
9,695,589/- (P.Y. Rs. 9,695,589) in respect of which Company has
initiated legal and other recovery actions, the proceedings of which
are in different stages of progress. No provision for doubtful debts
has been made in the accounts during the year since the management is
confident that the debts are good and recoverable.
7. In the opinion of Directors, the current assets and deposits have
the value as stated in the Balance Sheet, if realized in the ordinary
course of business.
8. The company is maintaining DEMAT beneficiary account with own
Depository Services. The stock is transferred to the respective
clients' accounts only when the company receives a written request from
the clients and after confirming that they have enough credit / margin
in their account.
9. Lien has been marked in favour of Axis bank in respect of Bank
Deposits worth Rs. 15,000,000/- (P.Y Rs. 11,900,000/-) together with
accumulated interest thereon, against bank guarantees issued by them on
account of the Company. Lien has been marked in favour of BSE against
trading guarantee in respect of Bank Deposit worth Rs. 1,000,000/-
(P.Y. Rs. 1,000,000/-) together with accumulated interest thereon.
10. Based on the guiding principles given in Accounting Standard on
"Segment Reporting" (AS - 17) issued by the Institute of Chartered
Accountants of India, the Company's primary business segment is share
broking. All other activities of the company revolve around the main
business.
As the company's business activity falls within a single
primary business segment, the disclosure requirements of AS - 17 in
this regard are not applicable.
11. The management has evaluated the long term investments and confirms
that there exists no circumstances which warrants further provision on
account of permanent diminution in the value of investments.
12. No provision for dividend on Preference Shares and dividend tax
there on has been made in the financial statement in the absence of
distributable profits during the year.
a) The Company has vide resolution passed at the meeting of Board
of Directors dated 11th October, 2011 and 16th January,
2012 decided to demerge its Merchant Banking division into a new
company in the name and style of Transwarranty Capital Market Services
Private Limited
b) As per the requirement of the Clause 24(f) of the Listing Agreement,
company has made an application to the Bombay Stock Exchange Limited
(BSE) which is pending for approval.
c) Appointed date of the proposed scheme of demerger is January 1, 2012
also the current financials of the company includes the financials of
the Merchant Banking division.
13. The Company has revised depreciation rates on Fixed Assets
effective 1st April, 2014 in accordance with requirements of Schedule
II of Companies Act, 2013 ("the Act"). The remaining useful life of the
Fixed Assets has been revised by adopting standard useful life as per
new Companies Act 2013. The carrying amount of the Fixed Assets as on
1st April, 2014 is depreciated over the remaining useful life. As a
result of this changes :-
The depreciation charge for the year ended 31st March, 2015 is
higher by Rs. 11,24,024/-
There is a debit to retained earnings of Rs. 12,04,975/- Lakhs for
the Fixed Assets whose remaining life as on 1st April, 2014 is expired
in accordance with revised life as per Companies Act 2013.
14. Previous year figures have been re-grouped/reclassified/
re-arranged/recast wherever necessary to suit the current year's
classification.
Previous year figures are, unless otherwise stated, given in bracket.
|