STANES AGENCIES LIMITED

Transcription

1 Directors K.S. HEGDE, Esq. K. K. UNNI, Esq. K.SRIDHARAN, Esq. Auditors Messrs. FRASER & ROSS CHARTERED ACCOUNTANTS, COIMBATORE Bankers CENTRAL BANK OF INDIA COIMBATORE Registered Office 8/23 24, RACE COURSE ROAD, COIMBATORE

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3 Registered Office : 8/23-24, Race Course, Coimbatore SEVENTY SIXTH DIRECTORS REPORT AND STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH Your Directors have pleasure in presenting their report on the working and progress of the company for the year ended 31 st March 2014 together with the audited accounts and the Auditor s report thereon. The net profit of the Company for the year after charging the usual and necessary provisions is `. 1,05,023 /- Taking into account `. 7,17,185/- brought forward balance, the amount available for appropriation is `. 8,22,208/ - which your directors propose to carry over to the Balance Sheet. Operations: During the year under review, the company earned a rental income of ` lacs (Previous year ` lacs). The Company has not taken up any new activities during the year under review. Directors: Mr. K.Sridharan, Director retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Directors responsibility Statement: The Directors confirm: (a) (b) (c) (d) That in the preparation of annual accounts, the applicable accounting standards have been followed. That the Directors have selected such accounting policies and have applied them consistently and made judgments 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 financial year and of the profit of the company for that period. That 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. That the Directors have prepared the annual accounts on a going concern basis. Particulars of Employees: There is no employee attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Conservation of Energy, Technology Absorption, Exports and Foreign exchange Earnings, and Outgo: The Statement on the above is annexed to this report. Auditors: The retiring auditors of the company M/s Fraser & Ross, Chartered Accountants are eligible for reappointment. Place : Coimbatore Date : 19th May, 2014 (For and on behalf of the Board) For Stanes Agencies Limited K. S. HEGDE K.K. UNNI K. SRIDHARAN Directors SAL 3

4 Annexure to the Directors Report for the year ended 31st March, 2014 Statement under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, A. CONSERVATION OF ENERGY : Not applicable B. TECHNOLOGY ABSORPTION : Not applicable C. FOREIGN EXCHANGE EARNINGS : NIL D. OUTGO : NIL FORM B FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION RESEARCH AND DEVELOPMENT (R & D) 1. Specific areas in which R & D carried out by the Company. None 2. Benefit derived as a result of the above R & D Nil 3. Future plan of action No plan of action under contemplation 4. R & D Expenses : (a) Capital Nil (b) Recurring Nil (c) Total Nil (d) Total R & D expenditure as percentage of total turnover Nil TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION 1. Efforts in brief, made towards technology absorption, adaptation and innovation 2. Benefits derived as a result of the above efforts e.g. Product improvement, cost reduction, product Development, import substitution etc., None so far Not applicable 3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the Financial year), following information may be furnished. (a) Technology imported Nil (b) Year of Import Nil (c) Has technology been fully absorbed? Nil (d) If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action. Nil FOREIGN EXCHANGE EARNINGS AND OUTGO Nil SAL 4

5 Report on the Financial Statements INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF We have audited the accompanying financial statements of ( the Company ), which comprise the Balance Sheet as at 31 st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ( the Act ) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2014; (b) (c) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. SAL 5

6 Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2003 ( the Order ) issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by Section 227(3) of the Act, we report that: (a) (b) (c) (d) (e) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corporate Affairs). On the basis of the written representations received from the directors as on 31 st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act. Place : Coimbatore Date : 19 th May, 2014 For FRASER & ROSS Chartered Accountants Registration No S C R Rajagopal Partner M.No SAL 6

7 ANNEXURE TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph x under Report on Other Legal and Regulatory Requirements section of our report of even date) Having regard to the nature of the Company s business / activities / results during the year, clauses (ii), (vi), (vii), (viii), (xii), (xiii), (xiv),(xv), (xvi) and (xx) of paragraph 4 of the Order are not applicable to the Company. (i) In respect of its fixed assets: (a) (b) (c) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification. The company has not disposed off assets during the year. (ii) (iii) (iv) (v) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for fixed assets and during the course of our audit we have not observed any major weaknesses in such internal control system. According to the information and explanations given to us, there are no contracts or arrangements that needed to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, According to the information and explanations given to us, in respect of statutory dues: (a) (b) (c) The Company has been regular in depositing undisputed statutory dues, including Income-tax and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Income-tax and other material statutory dues in arrears as at 31 st March, 2014 for a period of more than six months from the date they became payable. According to the information and explanations given to us, there are no disputes with respect to Income-tax as on 31 st March (vi) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. (vii) In our opinion and according to the information and explanations given to us, the Company has no borrowings. (viii) In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have, prima facie, not been used during the year for long-term investment. SAL 7

8 (ix) (x) (xi) According to the information and explanation 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, According to the information and explanations given to us, during the period covered by our audit, the Company had not issued any debentures. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year. Place : Coimbatore Date : 19 th May, 2014 For FRASER & ROSS Chartered Accountants Registration No S C R Rajagopal Partner M.No SAL 8

9 ACCOUNTS SAL 9

10 BALANCE SHEET AS AT 31ST MARCH 2014 EQUITY AND LIABILITIES Shareholders funds As at As at PARTICULARS Note No. 31st March, 31st March, Accompanying notes form part of the Financial Statements ` `. Share capital 3 5,00,000 5,00,000 Reserves and surplus 4 9,25,818 8,20,795 Current liabilities 14,25,818 13,20,795 Trade payables 5 15,000 17,000 Short-term provisions 6 41,738 44,304 56,738 61,304 Total 14,82,556 13,82,099 ASSETS Non-current Assets Fixed Assets Current Assets Tangible Assets 7 1,570 1,570 1,570 1,570 Cash and cash equivalents 8 7,188 7,188 Short-term loans and advances 9 14,73,798 13,73,341 14,80,986 13,80,529 Total 14,82,556 13,82,099 In terms of our report attached For FRASER & ROSS Chartered Accountants For and on Behalf of the Board of Directors K.S. HEGDE Director C R Rajagopal Partner K. K. UNNI Director K. SRIDHARAN Director Place : Coimbatore Date : 19th May, 2014 SAL 10

11 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2014 REVENUE For the year For the year PARTICULARS Note No. ended ended 31st March, st March, 2013 ` `. Other Income 10 1,80,000 1,80,000 Total Revenue 1,80,000 1,80,000 Expenses Other expenses 11 49,977 49,705 Total Expenses 49,977 49,705 Profit before tax 1,30,023 1,30,295 Tax expense / (benefit): Current tax expense 25,000 26,000 Net tax expense / (benefit) 25,000 26,000 Profit for the year 1,05,023 1,04,295 Earnings per share (of `. 10/- each): Basic and Diluted Accompanying notes form part of the Financial Statements In terms of our report attached For FRASER & ROSS Chartered Accountants For and on Behalf of the Board of Directors K.S. HEGDE Director C R Rajagopal Partner Place : Coimbatore Date : 19th May, 2014 K. K. UNNI Director K. SRIDHARAN Director SAL 11

12 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014 A. CASH FLOW FROM OPERATING ACTIVITIES Profit before tax 1,30,023 1,30,295 Adjustments NIL NIL Operating profit before working capital changes 1,30,023 1,30,295 Changes in working capital: Adjustments for (increase)/ decrease in operating assets: Increase in Short Term Loans and advances (1,00,457) (1,07,807) Adjustments for increase/ (decrease) in operating liabilities: Decrease in Trade payable (2,000) (1,02,457) (14,000) (1,21,807) Cash generated from Operations 27,566 8,488 Income tax paid (net of refunds) 27,566 8,564 Net cash flow from/(used in) operating activities (A) (76) B. CASH FLOW FROM INVESTING ACTIVITIES Net cash used in investing activities (B) C. CASH FLOW FROM FINANCING ACTIVITIES Net cash used in Financing activities (C) Net increase / (decrease) in Cash and cash equivalents (A+B+C) (76) Cash and cash equivalents at the beginning of the year 7,188 7,264 Cash and cash equivalents at the end of the year 7,188 7,188 Cash and cash eqivalents at the end of the year comprises Balances with banks In current accounts 7,188 7,188 Accompanying notes form part of the financial statements PARTICULARS For the year ended For the year ended 31st March, st March, 2013 `. `. `. `. In terms of our report attached For FRASER & ROSS Chartered Accountants For and on Behalf of the Board of Directors K.S. HEGDE Director C R Rajagopal Partner K. K. UNNI Director K. SRIDHARAN Director Place : Coimbatore Date : 19th May, 2014 SAL 12

13 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Note Particulars 1. Stanes Agencies Limited is public company domiciled in India and incorporated under the provisions of the Companies Act, 1956, is 100% wholly owned subsidiary of M/S.T.Stanes and Company Ltd, Coimbatore The company is engaged in Leasing Activity. 2.1 Basis of accounting and preparation of financial statements The financial statements of the Company has been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 ( the 1956 Act ) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 ( the 2013 Act ) in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act / 2013 Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. 2.2 Use of estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise. 2.3 Inventories Stock -in-trade are valued at lower cost or market value. 2.4 Cash and cash equivalents (for purposes of Cash Flow Statement) Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. 2.5 Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. 2.6 Depreciation and amortisation Depreciation has been provided on the straight-line method as per the rates prescribed in Schedule XIV to the Companies Act, 1956 Assets costing less than `. 5,000 each are fully depreciated in the year of capitalisation 2.7 Other income Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is established. SAL 13

14 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Note 2.8 Tangible fixed assets Particulars Fixed Assets are recorded at cost to the Company. Depreciation is provided on original cost at the rates specified in Schedule XIV of the Companies Act, Earnings per share Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate Taxes on income Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.Since the Deferred Tax Liability is not material, it has not been considered in the accounts. Current and deferred tax relating to items directly recognised in equity are recognised in equity and not in the Statement of Profit and Loss. SAL 14

15 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Particulars As at 31st March, 2014 As at 31st March, 2013 Number of shares 3. Share capital Authorised Equity shares of `10/- each with voting rights 50,000 5,00,000 50,000 5,00,000 Issued Equity shares of `10/- each with voting rights 50,000 5,00,000 50,000 5,00,000 Subscribed and fully paid up Equity shares of ` 10/- each with voting rights 50,000 5,00,000 50,000 5,00,000 Total 50,000 5,00,000 50,000 5,00,000 ` Number of shares ` (i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period : As at 31st March, 2014 As at 31st March, 2013 Particulars Number of shares ` Number of shares ` Equity shares with voting rights Opening balance 50,000 5,00,000 50,000 5,00,000 Changes during the year Closing balance 50,000 5,00,000 50,000 5,00,000 (ii) Term/rights attached to equity shares: The Company has only one class of Equity Shares having par value of `. 10/- each. Each holder of Equity Share is entitled to one vote per share. (iii) Details of shares held by each shareholder holding more than 5% shares: As at 31st March, 2014 As at 31st March, 2013 Particulars Number of shares held % holding Number of shares held % holding Equity shares with voting rights M/s.T.Stanes and Company Limited, the Holding Company 50, , SAL 15

16 NOTES FORMING PART OF THE FINANCIAL STATEMENTS 4. Reserves and surplus (a) General reserve PARTICULARS As at As at 31st March, 31st March, ` `. Opening balance 1,03,610 1,03,610 Add: Transferred from surplus in Statement of Profit and Loss Closing balance 1,03,610 1,03,610 (b) Surplus/(Deficit) in Statement of Profit and Loss Opening balance 7,17,185 6,12,890 Add: Profit / (Loss) for the year 1,05,023 1,04,295 Closing balance 8,22,208 7,17,185 Total 9,25,818 8,20, Trade payables Other than Acceptances 15,000 17,000 Total 15,000 17, Short Term Provisions Provision Others: Provision for tax (net of advance tax `. 1,11,231/- (As at 31 March, 2013 `. 83,665/-) 41,738 44,304 41,738 44,304 SAL 16

17 NOTES FORMING PART OF THE FINANCIAL STATEMENTS NOTE 7 FIXED ASSETS GROSS BOLCK ACCUMULATED DEPRECIATION NET BLOCK TANGIBLE ASSETS Balance as at 1st April 2013 Additions Disposal Balance as at 31st March 2014 Balance as at 1st April 2013 Depreciation expense for the year Eliminated on disposals of assets Balance as at 31st March 2014 Balance as at 31st March 2014 Balance as at 31st March 2013 ` ` ` ` ` ` ` ` ` ` FREEHOLD LAND 1,570 1, (1,570) (1,570) FACTORY BUILDINGS 23,972 23,972 23,972 23,972 (23,972) (23,972) (23,972) (23,972) ELECTRICAL FITTINGS 4,321 4,321 4,321 4,321 (4,321) (4,321) (4,321) (4,321) WATER SUPPLY 2,313 2,313 2,313 2,313 (2,313) (2,313) (2,313) (2,313) TOTAL 32,176 32,176 30,606 30,606 1,570 1,570 PREVIOUS YEAR (32,176) (32,176) (30,606) - (30,606) (1,570) Previous year s figures are given within brackets SAL 17

18 NOTES FORMING PART OF THE FINANCIAL STATEMENTS 8. Cash and cash equivalents As at As at PARTICULARS 31st March, 31st March, ` `. Balances with banks In current accounts 7,188 7,188 Total 7,188 7, Short-term loans and advances Unsecured, considered good Security deposits 13,185 13,185 Advances to trade and supplies 14,60,613 13,60,156 Total 14,73,798 13,73,341 SAL 18

19 NOTES FORMING PART OF THE FINANCIAL STATEMENTS 10. Other income For the year For the year PARTICULARS ended ended 31st March, st March, 2013 ` `. Other operating income -Rental Income 1,80,000 1,80,000 Total 1,80,000 1,80, Other expenses Notes: Directors Sitting Fees 4,000 Payment to Auditors (Refer Note (i) below) 15,000 15,000 Miscellaneous expenses 34,977 30,705 Total 49,977 49,705 Payments to the auditors comprise (net of service tax input credit, where applicable) To Statutory Auditors For Audit 15,000 15,000 Total 15,000 15,000 SAL 19

20 NOTES FORMING PART OF THE FINANCIAL STATEMENTS 12. Related parties transactions (a) Details of related parties Description of relationship Ultimate Holding Company Holding Company Associates Names of related parties Amalgamations Private Ltd. Simpson and Company Ltd. T.Stanes & Company Ltd.* Amalgamations Valeo clutch Private Limited AMCO Saft India Limited Mahle IPL Limited Stanes MJF Teas Limited Stanadyne Amalgamations Private Limited The United Nilgiri Tea Estates Company Limited Kuduma Fastners Private Limited Note: *Represents related parties with whom the company had transactions (As identified by the company and relied upon by the Auditors) (b) Transactions during the year Service rendered to T.Stanes and Company Limited 1,80,000 1,80,000 1,80,000 1,80,000 Balance outstanding at the end of the year Equity Participation by T.Stanes and Company Limited 5,00,000 5,00,000 5,00,000 5,00,000 Receivables from Details of related party transactions during the year ended 31st March, 2014 and balances outstanding as at 31st March, 2014: Particulars 13. Earnings per share: Holding Company T.Stanes and Company Limited 14,60,613 13,60,156 14,60,613 13,60,156 Earning per share: For the purpose of computing the earnings per share, the net profit after tax has been used as the numerator and the weighted average numbers of shares outstanding has been considered, as the denominator Profit for the year ` 1,05,023 1,04,295 Weighted average number of equity shares 50,000 50,000 Par Value per Share ` Earning per share (Basic and Diluted) ` The Company has identified business segments as its primary segment and geographical segments as its secondary segment. The Company operates primary in a single segment. 15. Previous year s figures have been re-grouped/reclassified wherever necessary in correspond with the current year s classification/disclosure. SAL 20 Total ` ` ` `