otes to the financial statements as at March 31, 2016
|
March 31, 2016 Rs.
|
March 31, 2015 Rs.
|
2 SHARE CAPITAL Authorised
4,00,00,000 (4,00,00,000 ) equity shares of Re. 1 (Re. 1) each
|
40,000,000
|
40,000,000
|
6,00,000 (6,00,000) 7% cumulative non-convertible redeemable preference shares of Rs. 100 (Rs. 100) each
|
60,000,000
|
60,000,000
|
|
100,000,000
|
100,000,000
|
Issued, subscribed, and paid up
3,61,50,000 (3,61,50,000) equity shares of Re. 1 (Re. 1) each fully paid up
|
36,150,000
|
36,150,000
|
* 3,40,000 (3,70,000) 7% cumulative non-convertible redeemable preference shares (CNCRPS) of Rs. 100 (Rs. 100) each fully paid up
|
34,000,000
|
37,000,000
|
|
70,150,000
|
73,150,000
|
Notes:
-
During the year ended March 31, 2016, the Company redeemed 30,000 (1,05,000) CNCRPS, out of 3,70,000 CNCRPS. A sum equivalent to the redemption amount, i.e., Rs. 30,00,000 (Rs. 1,05,00,000) has been transferred from the Statement of Profit and Loss to the Capital Redemption Reserve Account created for the purpose.
Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:Particulars
March 31, 2015
March 31, 2016
Nos.
Nos.
Rs.
Rs.
Equity shares
Outstanding at the beginning of the year Outstanding at the end of the year CNCRPS
Outstanding at the beginning of the year Less: Redeemed during the year Outstanding at the end of the year
-
Terms/rights attached to equity shares
The Company has only one class of equity share having a par value of Re. 1 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders 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.
-
Terms of redemption of CNCRPS
The Company has one class of CNCRPS carrying cumulative dividend of 7% per annum. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting. Each holder of CNCRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CNCRPS.
The CNCRPS are redeemable in one or more tranches at any time at the option of shareholders. However, the preference shareholders shall subject to notice of 90 days be entitled to put part or whole of the shares for redemption and in the event of exercise of put option, extended to September 30, 2016, by the shareholders, no dividend shall be payable.
-
Number of equity shares held by holding company
2,50,41,000 (2,50,41,000) equity shares being 69.27% (69.27%) of total equity shares of the Company are held by Deora Associates Pvt. Ltd., the holding company.
51
36.150.000
36.150.000
-
30,000
340.000
36.150.000
36.150.000
-
000 3,000,000
-
000
36.150.000
36.150.000
475.000
105.000
370.000
36.150.000
36.150.000
47.500.000
-
37,000,000
Notes to the financial statements as at March 31, 2016
(e) Details of shareholders holding more than 5% shares in the Company:
Name of shareholder
March 31, 2016
March 31, 2015
Nos.
|
%
|
Nos.
|
%
|
Equity shares
-
Deora Associates Pvt. Ltd. 25,041,000
-
Ruchi Malhotra 2,290,711 CNCRPS
-
Kalakar Exports Pvt. Ltd. 265,000
-
Solar Copyer Ltd. 75,000
|
69.27
6.335
77.94
22.06
|
25,041,000
2,370,000
295,000
75,000
|
-
6.56
79.73
20.27
|
|
|
March 31, 2016 Rs.
|
March 31, 2015 Rs.
|
RESERVES AND SURPLUS
Securities premium account
|
(a)
|
7,525,900
|
7,525,900
|
Capital Redemption Reserve
Balance at the beginning of the year Add: Transferred from Surplus*
|
|
23,000,000
3,000,000
|
12.500.000
10.500.000
|
Balance at the end of the year
|
(b)
|
26,000,000
|
23,000,000
|
Surplus in the Statement of Profit and Loss Balance at the beginning of the year Add: Profit for the year
Less: Transferred to Capital Redemption Reserve
|
|
1,744,037
4,282,817
3,000,000
|
6,591,714
5,652,323
10,500,000
|
Balance at the end of the year
|
(c)
|
3,026,854
|
1,744,037
|
|
(a+b+c)
|
36,552,754
|
32,269,937
|
* In accordance with provisions of Section 55 of the CompaniesAct, 2013, the Company has created Capital Redemption Reserve with an amount equal to nominal value of Preference shares redeemed out of profits.
LONG TERM PROVISIONS Provision for employee benefits
Gratuity (unfunded) 158,033 82,471
|
SHORTTERM BORROWINGS Secured
Loan repayable on demand
Overdraft facility from Punjab National Bank*
|
|
|
829,791
|
Notes:
* (a) Overdraft is secured against pledge of fixed deposit receipts, including interest, of the Company aggregating to Nil (Rs. 35.50 lacs).
-
The applicable rate of interest is 9.75% per annum.
-
The Company has not made any default as at the reporting date.
OTHER CURRENT LIABILITIES
Advance against sale of shares 4,100,000 - Others
Expenses payable 1,309,812 1,229,827 Duties and taxes 132,130 415,956 Others 1,975,017 234,138
|
|
|
7,516,959
|
1,879,920
|
SHORTTERM PROVISIONS
Provision for employee benefits Gratuity (unfunded)
Provision for income tax (net off tax deducted at source)
|
|
9,810
682,614
|
2,173
961,188
|
|
|
692,424
|
963,361
|
| NET BLOCK |
|
As at March 31, 2015 Rs.
|
482,632
471,814
189,025
229,280
|
o
m
p**
rN
pv
rn
H
|
1,667,709 |
|
|
As at March 31,2016 Rs.
|
1,037,325
686,640
183,356
264,624
|
LT)
1—1
Pv
H
rN
|
o
LT>
r*.
CN
rs
m
T—1
|
| DEPRECIATION |
|
Upto March 31, 2016 Rs.
|
265,132
279,627
433,841
1,182,619
100,711
|
O ro cn i—i IQ rM IN
|
1,757,269 |
|
|
Adjustments/ written back Rs.
|
|
'
|
| S06'6EI
|
|
For the year
Rs.
|
118,144
117,800
86,524
182,193
|
H
ID
ID
O
in
|
CT>
ID
CN
l*s
m
|
|
Upto March 31, 2015 Rs.
|
146,987
161,827
347,317
1,000,426
100,711
|
CTi
KD
(N
P-T
m
pv
T—1
|
o
l*s
ID
5
o
T—1
|
| GROSS BLOCK |
|
As at March 31,2016 Rs.
|
1,302,457
966,267
617,197
1,447,243
100,711
|
in
p*»
00
fO
m
|
3,130,019 |
|
|
Sales during the year Rs.
|
|
1
|
1
|
|
Additions during the year Rs.
|
672,838
332,626
80,855
217,537
|
ID
in
00
rn
o
ro
H
|
o
ID
P*T
T—1
|
|
As at April 1, 2015 Rs.
|
629,619
633,641
536,342
1,229,706
100,711
|
CD
T—1
o
o
od
T—1
rn
|
o>
r*.
m
(N
T—1
rs
CN
|
Particulars
|
Furniture and fixtures Vehicles
Office equipments
Computers
Books
|
"S
,2
|
|Previous year |
|
Notes to the financial statements as at March 31, 2016
|
|
March 31, 2016 Rs.
|
March 31, 2015 Rs.
|
9 NON CURRENT INVESTMENTS
|
|
|
|
Trade investments-Unquoted (valued at cost unless otherwise stated)
|
|
|
|
In subsidiaries
|
|
|
|
RAAS Consulting Private Limited*
|
|
|
|
84,000 (84,000) equity shares of Rs. 10 (Rs. 10) each fully paid up
|
|
84,000
|
84,000
|
Green Infra Profiles Private Limited
|
|
|
|
10,000 (10,000) equity shares of Rs. 10 (Rs. 10) each fully paid up
|
|
100,000
|
100,000
|
In associates
|
|
|
|
Greenway Advisors Private Limited
|
|
|
|
10,000 (10,000) equity shares of Rs. 10 (Rs. 10) each fully paid up
|
|
100,000
|
100,000
|
Sun Links Limited
|
|
|
|
2,500 (2,500) equity shares of 1 GBP (1 GBP) each fully paid up
|
|
249,625
|
249,625
|
Other investments-Unquoted (valued at cost unless otherwise stated)
|
|
|
|
In associates
|
|
|
|
KW Publishers Private Limited
|
|
|
|
40,000 (40,000) equity shares of Rs. 10 (Rs. 10) each fully paid up
|
|
1,000,000
|
1,000,000
|
In others
|
|
|
|
ACE Derivatives & Commodity Exchange Limited
|
|
|
|
54,63,513 (54,63,513) equity shares of Rs. 10 (Rs. 10) each fully paid up
|
60,085,130
|
60,085,130
|
Aggregate value of unquoted equity investments
|
|
61,618,755
|
61,618,755
|
* Formerly known as RAAS e Solutions Pvt. Ltd.
|
|
|
|
As at April
|
Charged/fcredited)
|
As at March
|
1,
|
2015
|
to Statement of
|
31, 2016
|
|
|
Profit and Loss
|
|
|
Rs.
|
Rs.
|
Rs.
|
10 DEFERRED TAX ASSETS (NET)
|
|
|
|
Deferred tax assets
|
|
|
|
Unabsorbed long term capital loss 3,072,054
|
-
|
3,072,054
|
Employee benefits
|
26,155
|
25,708
|
51,863
|
(i) 3,098,209
|
25,708
|
3,123,918
|
Deferred tax liability
|
|
|
|
Difference of depreciation as per income
|
|
|
|
tax laws and books of account (ii)
|
26,449
|
(3,501)
|
22,948
|
Net deferred tax asset/(liability) (iii=i-ii) 3,071,760
|
29,209
|
3,100,969
|
Notes:
-
In accordance with the provisions of the Accounting Standard-22 on "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, the Company has recognised deferred tax liability of Rs. 22,948 (Rs. 26,449) and deferred tax assets of Rs. 31,23,918 (Rs. 30,98,209) as at March 31, 2016.
-
The net deferred tax (asset)/liability amounting to Rs. 29,209 [(Rs. 1,46,703)] for the year has been adjusted from the Statement of Profit and Loss.
54
Notes to the financial statements as at March 31, 2016
March 31, 2016 Rs.
March 31, 2015 Rs.
11 LONG TERM LOANS AND ADVANCES Unsecured, considered good
Capital deposits
|
2,200,000
|
24,500,000
|
Loans and advances to related party
|
|
|
Wholly owned subsidiary
|
43,315,000
|
-
|
Security deposits
|
66,000
|
66,000
|
|
45,581,000
|
24,566,000
|
TRADE RECEIVABLES
|
|
|
Unsecured, considered good
|
|
|
Outstanding for a period exceeding 6 months from the
|
|
|
date they became due for payment
|
-
|
71,652
|
Outstanding for a period less than 6 months from the
|
|
|
date they became due for payment
|
2,154,220
|
2,828,207
|
|
2,154,220
|
2,899,859
|
Less: Provision for bad and doubtful debts
|
461,810
|
-
|
|
1,692,410
|
2,899,859
|
CASH AND BANK BALANCES
|
|
|
Cash and cash equivalents
|
|
|
Balances with banks
|
|
|
On current accounts
|
63,375
|
2,716,904
|
Cash on hand
|
1,663
|
456,663
|
Deposits with maturity period of less than 3 months
|
32,337
|
|
Other bank balances
|
|
|
Deposits with maturity of less than 12 months
|
-
|
11,950,000
|
|
97,375
|
15,123,567
|
Notes:
|
|
|
(a) Balances with banks on current accounts are non-interest bearing.
|
|
|
(b) Short term deposits are made for varying periods ranging from one day to twelve months depending on the
|
immediate requirements of the Company, and earn fixed interest at the respective short-term deposit rates.
|
OTHER CURRENT ASSETS
|
|
|
Advances recoverable in cash or in kind
|
675,964
|
447,585
|
Interest accrued but not due
|
1,768
|
9,526
|
Others
|
|
|
Prepaid expenses
|
129,984
|
65,678
|
|
807,716
|
522,789
|
REVENUE FROM OPERATIONS
|
|
|
Consulting and advisory
|
16,581,930
|
20,882,148
|
|
16,581,930
|
20,882,148
|
OTHER INCOME
|
|
|
Interest receipts on
|
|
|
Fixed deposits
|
1,242,224
|
312,934
|
Others
|
50,000
|
-
|
Gain on exchange fluctuation
|
5,989
|
-
|
Amounts written back
|
9,203
|
54,894
|
Others
|
100,000
|
1,631
|
|
1,407,416
|
369,460
|
Notes to the financial statements as at March 31, 2016
|
|
March 31, 2016 Rs.
|
March 31, 2015 Rs.
|
17 EMPLOYEES BENEFIT EXPENSES
|
|
|
|
Salaries and others
|
|
3,929,791
|
2,119,543
|
Welfare expenses
|
|
77,099
|
28,171
|
Gratuity
|
|
83,199
|
46,932
|
|
|
4,090,089
|
2,194,646
|
18 FINANCE COSTS
|
|
|
|
Interest paid on
|
|
|
|
Overdraft facility
|
|
31,265
|
330
|
Taxes
|
|
134,365
|
17,741
|
Others
|
|
1,146
|
190
|
|
|
166,776
|
18,261
|
19 OTHER EXPENSES
|
|
|
|
Travelling and conveyance
|
|
1,099,550
|
2,120,157
|
Advertisement and promotion
|
|
723,018
|
939,820
|
Communication
|
|
370,337
|
276,527
|
Rent
|
|
264,000
|
306,000
|
Fees and taxes
|
|
298,255
|
488,091
|
Payment to auditors
|
|
|
|
As audit fees
|
|
350,000
|
350,000
|
Repairs and maintenance
|
|
|
|
Vehicles
|
|
193,375
|
362,885
|
Office
|
|
177,357
|
148,316
|
Computers
|
|
35,118
|
29,769
|
Meetings and conferences
|
|
234,162
|
309,836
|
Sitting fees
|
|
205,000
|
240,000
|
Printing and stationery
|
|
156,446
|
113,441
|
Books and periodicals
|
|
166,847
|
84,226
|
Housekeeping
|
|
144,408
|
64,440
|
Provision for bad and doubtful debts
|
|
461,810
|
-
|
Miscellaneous
|
|
757,512
|
453,196
|
|
|
5,637,196
|
6,286,705
|
20 EARNINGS PER SHARE (EPS)
|
|
|
|
EPS is calculated by dividing the profit after tax attributable to the equity shareholders by the weighted average of the
|
number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings per
|
equity share are as stated below:
|
|
|
|
SI. Particulars
|
|
March 31, 2016
|
March 31, 2015
|
No.
|
|
Rs.
|
Rs.
|
(a) Net profit available for equity shareholders
|
|
4,282,817
|
5,652,323
|
(b) Weighted average number of equity shares outstanding
|
|
|
for calculation of
|
|
|
|
- Basic and diluted earnings per share
|
|
36,150,000
|
36,150,000
|
- Diluted earnings per share
|
|
36,150,000
|
36,150,000
|
(c) Nominal value
|
|
1
|
1
|
(d) Earnings per share (a)/(b)
|
|
|
|
- Basic and diluted
|
|
0.12
|
0.16
|
- Diluted
|
|
0.12
|
0.16
|
|
56
|
|
|
-
The Company has alongwith certain other professional services firms and Companies in 7 (Seven) other countries, promoted umbrella entity, to (i) promote professional services of the members, (ii) promote cross referrals of international work, and (iii) creating a frame work for progressing joint pitching opportunities. The Company has nominated one of its Directors as a director on the Board of Directors of BTGA. The Company's guarantee is UK Pound 1.
-
The Company had initiated arbitration proceedings against its clients in accordance with the rules and regulations of the National Stock Exchange of India Limited in respect of trades conducted by the Company for such clients at trading counter of the aforesaid stock exchange. The learned Arbitrators issued awards short of the claimed amounts by Rs. 22.10 lacs (Rs. 22.10 lacs) (excluding interest demanded bythe Company). The Company's appeals are pending before the Courts.
-
As per Accounting Standard-21 on "Consolidated Financial Statements" and Accounting Standard-23 on "Accounting for Investments in Associates in Consolidated Financial Statements" issued by the Chartered Accountants of India, the Company has presented consolidated financial statements separately.
-
In accordance with the Accounting Standard 15 (Revised) (AS-15) on "Employee Benefits" issued by the Institute of Chartered Accountants of India, the Company has recognized its liability towards defined benefit plans being gratuity liability of Rs. 1,67,843 (Rs. 84,644).
The disclosures as per the revised AS-15 are as follows:
(a) Change in present value of obligations during the year
Particulars
|
March 31, 2016
|
March 31, 2015
|
|
Rs.
|
Rs.
|
Projected benefit obligation at the beginning of the year
|
84,644
|
37,712
|
Interest cost
|
6,687
|
3,432
|
Current service cost
|
66,035
|
43,726
|
Actuarial (gain)/loss on obligations
|
10,477
|
(226)
|
Projected benefit obligation at the end of the year
|
167,843
|
84,644
|
-
The fair value of plan assets is Nil since employee benefit plans are wholly unfunded as on March 31, 2016.
-
Actuarial gain/loss) recognised for the period
Particulars
|
March 31, 2016 Rs.
|
March 31, 2015 Rs.
|
Actuarial gain/(loss) recognised for the period-Obligation
|
(10,477)
|
226
|
Actuarial (gain)/loss recognised for the period-Plan assets
|
-
|
-
|
Total (gain)/loss for the period
|
10,477
|
(226)
|
Actuarial (gain)/loss recognised for the period-Plan assets
|
10,477
|
(226)
|
Unrecognised actuarial (gains)/losses at the end of the period
|
-
|
-
|
(d) The amounts to be recognised in Balance Sheet and Statement of Profit and Loss
|
|
Particulars
|
March 31, 2016
|
March 31, 2015
|
|
Rs.
|
Rs.
|
Present value of obligation as at the end of the year
|
167,843
|
84,644
|
Fair value of plan assets as at the end of the year
|
-
|
-
|
Funded status
|
(84,644)
|
(84,644)
|
Unrecognised actuarial (gains)/losses
|
-
|
-
|
Unrecognised past service cost (non vested benefits)
|
-
|
-
|
Net liability recognised in Balance Sheet (e) Expense recognised in the Statement of Profit and Loss during the year
57
|
167,843
|
84,644
|
Particulars
March 31, 2016 Rs.
March 31, 2015 Rs.
43,726
3,432
(226)
46,932
66,035
6,687
10,477
83,199
Current service cost Interest cost
Net actuarial (gain)/loss recognized
Expenses recognized in the Statement of Profit and Loss
-
Amount for the current period
Particulars
March 31, 2016 Rs.
March 31, 2015 Rs.
167,843
(167,843)
9,705
84,644
(84,644)
(10,477)
(g)
Present value of obligation Plan assets Surplus/(deficit)
Experience adjustments on plan liabilities-(loss)/gain Experience adjustments on plan assets-(loss)/gain
Financial assumptions
Particulars
March 31, 2016
%
March 31, 2015
%
Interest rate for discounting 7.90 7.90
Rate of increase in compensation levels 10.00 10.00
(h) Discount rate: The rate used to discount post-employment benefit obligations (both funded and unfunded) should be determined by reference to market yields at the balance sheet date on government bonds. The currency and term of the government bonds should be consistent with the currency and estimated term of the post employment benefit obligations.
Rate of return on plan assets: The liability is not funded and rate of return on plan assets is not relevant to this Report.
Salary increase: Salary increase should take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
(k) The employees are assumed to retire at the age of 58 years.
25 The Company deals only in one segment. Consulting and Advisory Services, hence, no separate information for segment-wise disclosure is required under Accounting Standard - 17 "Segment Reporting", issued by the Institute of Chartered Accountants of India.
The Company's equity shares were listed on Delhi Exchange Ltd., Jaipur Stock Exchange Ltd. and Madras Stock Exchange Ltd. The Securities Exchange Board of India (SEBI)had withdrawn recognition of Delhi Stock Exchange Ltd. on November 19, 2014 and allowed Jaipur Stock Exchange Ltd. andMadras Stock Exchange Ltd. to exit as a Stock Exchange on March 23, 2015 and May 14, 2015 respectively, in terms of Clause 8 of the Exit Circular, 2012.
The Company's shares were admitted for trading on Bombay Stock Exchange in May 25, 2015. The listing of equity shares of the company on Ahmedabad Stock Exchange Limited continues during the year. There has been no trading on the Stock Exchange and fee too was not demanded by Stock Exchange.
In the opinion of the Board, the assets, other than fixed assets and non-current investments, do have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.
Additional information pursuant to provisions of Para 5 (viii) of Part II of Schedule III of the Companies Act, 2013:
March 31, 2016 March 31, 2015 Rs. Rs.
-
Earnings in foreign exchange (on receipt basis)
Consultancy and advisory
-
Expenditure in foreign exchange (on payment basis)
Travelling
(i)
(j)
26
27
28
Particulars
373,958 1,641,003
- 122,700
29 Related Party Disclosures:
Pursuant to Accounting Standard (AS-18) - "Related Party Disclosures" issued by Institute of Chartered Accountants of India following parties are to be treated as related parties:
(a) Name of related parties and description of relationship Holding company
Deora Associates Pvt. Ltd.
Associate companies
KW Publishers Pvt. Ltd.
Sun Links Ltd.
Greenway Advisors Pvt. Ltd.
Wholly owned subsidiaries
RAAS Consulting Pvt. Ltd.
(formerly known as RAAS e Solutions Pvt. Ltd.) Green Infra Profiles Pvt. Ltd.
Key management personnel
Brijinder Bhushan Deora Rajiv Jaiswal@
Sajeve Deora Suresh Chander Kapur Sandeep Chandra Arun Deora Alka Jhajharia Jain R. L. Kaura*
Pulkit Deora Ravi Mathur Shivani AroraAA Monisha Meghna/'A/'
Sajeve Deora - HUF @ Resigned on July 10, 2015 A Appointed on April 8, 2016 AA Resigned on February 9, 2016 AAA Appointed on April 8, 2016
Note: The above parties have been identified by the management.
b)
Chairman & Director
Managing Director
Director
Director
Director
Director
Director
Director, Finance
Relative of key management personnel Chief Financial Officer Company Secretary Company Secretary HUF of Director
Transactions with related parties during the year (excluding reimbursements)
|
Nature of transactions
|
Related party
|
March 31, 2016 Rs.
|
March 31, 2015 Rs.
|
Purchase of books
|
KW Publishers Pvt. Ltd.
|
166,847
|
82,801
|
Advertisement
|
KW Publishers Pvt. Ltd.
|
-
|
61,000
|
Capital advances given
|
KW Publishers Pvt. Ltd.
|
1,000,000
|
-
|
Capital advamce received back
|
KW Publishers Pvt. Ltd.
|
300,000
|
-
|
Long term loan given
|
Raas Consulting Pvt. Ltd.
|
43,450,000
|
-
|
Long term loan received back
|
Raas Consulting Pvt. Ltd.
|
135,000
|
-
|
Loan received and paid back
|
Sajeve Deora
|
-
|
25,000
|
Deposit received and paid back
|
Sajeve Deora - HUF
|
100,000
|
-
|
Sitting fees
|
Suresh Chander Kapur
|
60,000
|
60,000
|
Sitting fees
|
Sandeep Chandra
|
65,000
|
85,000
|
Sitting fees
|
Ambarish Chatterjee
|
-
|
85,000
|
Sitting fees
|
Alka Jhajharia Jain
|
80,000
|
10,000
|
Remuneration for services rendered
|
Pulkit Deora
|
1,200,000
|
-
|
Remuneration for services rendered
|
Shivani Arora
|
437,369
|
405,833
|
Remuneration for services rendered
|
Ravi Mathur
|
710,029
|
382,258
|
|