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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 539149ISIN: INE682B01023INDUSTRY: Finance & Investments

BSE   ` 4.57   Open: 4.45   Today's Range 4.16
4.57
+0.21 (+ 4.60 %) Prev Close: 4.36 52 Week Range 2.99
6.57
Year End :2016-03 

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

  1. 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.

  1. 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.

  1. 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


  1. 30,000

340.000

36.150.000

36.150.000

  1. 000
    3,000,000

  1. 000

36.150.000

36.150.000

475.000

105.000

370.000

36.150.000

36.150.000

47.500.000


  1. 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

  1. Deora Associates Pvt. Ltd. 25,041,000

  2. Ruchi Malhotra 2,290,711
    CNCRPS

  1. Kalakar Exports Pvt. Ltd. 265,000

  2. Solar Copyer Ltd. 75,000

69.27

6.335

77.94

22.06

25,041,000

2,370,000

295,000

75,000


  1. 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).

  1. The applicable rate of interest is 9.75% per annum.

  2. 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:

  1. 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.

  2. 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

 

 

 

 

  1. 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.

  2. 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.

  3. 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.

  4. 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

 

  1. The fair value of plan assets is Nil since employee benefit plans are wholly unfunded as on March 31, 2016.

  2. 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

  1. 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.

  1. Earnings in foreign exchange (on receipt basis)

Consultancy and advisory

  1. 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

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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