| 1. SHARE CAPITAL
a) Terms/rights attached to equity shares
The Company has equity shares having a par value of Rs.1 per share.
Each holder of equity shares is entitled to one vote per share. The
Company declares and pays dividend in Indian Rupees. The dividend
proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting.
b) Terms/rights attached to preference shares
On September 07, 2002; the Company had allotted Preference Share
Capital comprising of 5,000,000 - 8% Redeemable Cumulative Preference
Shares of Rs.10/- each (Rs.9/- each called and paid up); redeemable
after 10 years. The said shares were allotted to Godrej Industries Ltd,
a fellow subsidiary company of Wadala Commodities Ltd., which was the
only Preference Shareholder and were redeemable on September 08, 2012.
The Board of Directors, with the consent of the preference and equity
shareholders, passed a resolution in the Board Meeting dated September
13, 2012 approving the following variations in the terms of the
Preference Share Capital:
(i) Waiver of arrears of preference dividend amounting to Rs.
23,197,808/- on 50,000,000, 8% 10 Year Redeemable Cumulative Preference
Shares till September 08, 2012.
(ii) The 50,000,000 - 8%, Redeemable Cumulative Preference Shares of
Rs. 10 each (Rs. 9 each called and paid up) were converted to
50,000,000 - 0.01% Redeemable Non-Cumulative Preference Shares of Rs.
10 each (Rs. 9 each called and paid up) and the period of redemption of
these preference shares was extended by 10 years to September 08, 2022.
The Preference Shares rank above the claims of ordinary shareholders in
the event of a winding up.
c) Terms/rights attached to Unclassified Shares.
The Company has not issued any Unclassified Shares.
d) There are no equity shares reserved for issue under options and
contracts/commitments for the sale of shares/disinvestment.
e) For the priod of five years immediately preceeding the date of the
Balance Sheet.
i) The Company has not alloted any shares as fully paid up pursuant to
contracts without payment being received in cash; or
ii) Alloted as fully paid up bonus shares: or
iii) Bought back any of its equity shares.
f) There are no calls unpaid on any equity shares.
g) There are no forfeited shares.
2. TRADE PAYABLES
* The amount due to Micro and Small Enterprises as defined in the "The
Micro, Small and Medium Enterprises Development Act, 2006" has been
determined to the extent such parties have been identified on the basis
of information available with the Company.
3. The Board of Directors of the Company have approval to a Scheme of
Amalgamation of Wadala Commodities Ltd. with Godrej Industries Ltd.
(GIL) subject to the approval of the Shareholders of the Company, the
High Court and such other regulatory authorities as may be applicable.
As per the proposed Scheme of Amalgamation all the assets, investments,
properties, debts, liabilities and obligations of the Company shall
stand transferred to and vest in GIL. The Appointed Date is proposed to
be April 1, 2014.
In consideration for the proposed Scheme of amalgamation, GIL shall
allot to the shareholders of WCL.
a) 1 fully paid equity share of Re.1/- each in GIL to the equity
shareholders of WCL for every 108 fully paid equity shares of Re.1/-
each held in WCL.
b) 10 fully paid equity shares of Re.1/- each in GIL to the preference
shareholders of WCL who hold 5,000,000, 0.01% Redeemable Non-Cumulative
Preference Shares of Rs.10/- each (Rs.9/- called and paid up) in WCL
3. Related Party Disclosures:
(i) List of Related Parties and their Relationship:
Godrej & Boyce Manufacturing Co. Ltd. Holding Company
Godrej Industries Ltd. Fellow Subsidiary
Mr.Chandrashekhar Shetty Manager
Mr.R.P.Gopal Ex - Manager
4. Segment Reporting
The Company's only business is bulk trading of vegetable oils which is
its only business segment. The company operates in economic
environments which are subject to the same risks and returns. Hence,
there is no identifiable secondary segment.
5. Expenditure in Foreign Currency Rs.NIL (Previous Year Rs.NIL)
6. Value of Imports on CIF BasisTrading goods Rs.NIL (Previous Year
Rs.NIL)
7. Previous Year's figures have been regrouped/restated, wherever
necessary to conform to current year's presentation.
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