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Future Market Networks
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Notes to Accounts Year End : Mar '11
1.1 CONTINGENT LIABILITY
 
 Contingent Liability Rs. NIL (2009-2010-Rs. NIL)
 
 2.2 SCHEME OF ARRANGEMENT
 
 Pursuant to the Scheme of Arrangement approved by the Hon''ble High
 Court of Judicature at Bombay on August 24, 2010, entire assets and
 liabilities of Mall Management Undertaking and Project Management
 Undertaking of Pantaloon Retail (India) Limited (PRIL) were transferred
 to the Company and Mall Asset Management Undertaking and Food Services
 Undertaking of PRIL were transferred to Future Merchandising Limited (
 Now Known as Agre Properties & Services Ltd (APSL)), a wholly owned
 subsidiary of the company, effective from April 1,2010 (Appointed
 Date). The Company had filed the certified copy of the court order
 approving the Scheme with the Registrar of Companies (ROC), Mumbai on
 August 28, 2010 as required under applicable provisions of the
 Companies Act, 1956. Accordingly, the said scheme became effective from
 the Appointed Date on August 28, 2010 (Effective Date).
 
 Salient features of the Scheme are as under:
 
 A.  With effect from the 1st day of April, 2010 (Appointed Date),
 Mall Management Undertaking and Project Management Undertaking of PRIL
 were transferred and vested into the Company and Mall Asset Management
 Undertaking and Food Services Undertaking of PRIL were transferred and
 vested into APSL.
 
 B.  In consideration of the demerger of the said undertakings to the
 Company and APSL, the Company issued shares to the shareholders of PRIL
 in following ratio:
 
 i) 1 fully paid Equity Share of Rs.10/ - each of the Company issued and
 allotted for every 20 Equity Shares of Rs. 2 each held in PRIL.
 
 ii) 1 fully paid Equity Share of Rs. 10/ - each of the Company issued
 and allotted for every 20 Class B (Series 1) shares of Rs.  2 each held
 in PRIL.
 
 iii) 1 fully paid up Equity Share of Rs. 10/ - each of the Company
 issued and allotted for every 20 compulsory convertible preference
 shares of Rs.100 each held in PRIL.
 
 Fractional shares entitlement were consolidated in the hands of a
 person nominated by Board of Directors and equity shares were issued
 and allotted to such person and the said shares to be sold by him at a
 suitable time. The sale proceeds of these shares will be
 proportionately distributed to shareholders who were entitled to such
 fractional shares.
 
 570 Equity shares of the Company are kept in abeyance and the said
 shares will be allotted subsequent to completion of legal formalities
 to allot the original shares in the demerged entity in the Scheme which
 are currently held in abeyance.
 
 50,000 Equity shares held by PRIL prior to the scheme of arrangement
 has been cancelled pursuant to the scheme. Registrar of Companies,
 Maharashtra issued necessary certificates confirming reduction of
 capital vide certificate dated 15th December 2010.
 
 C.  Accounting (As per the approved scheme)
 
 a.  All assets and liabilities pertaining to the Mall Management
 Undertaking and Project Management Undertaking vested in pursuant to
 the scheme were recorded at the respective book values, if any,
 appearing in the books of PRIL at the close of the business on the day
 immediate preceding the appointment date.
 
 b.  Investment of PRIL in the company prior to the scheme has been
 cancelled.
 
 c.  The company has credited its share capital to the extent of the
 amount of shares issued as per scheme.
 
 d.  The amount of net assets of Mall Asset Management Undertaking &
 Food Services Undertaking being transferred to Agre Properties &
 Services Limited pursuant to the Scheme were treated as the company''s
 investments in Agre Properties & Services Limited and to that extent,
 the value of the company''s holding in APSL stands enhanced.
 
 e.  The excess of the book value of assets transferred over the book
 value of liabilities has been adjusted against the balance in the
 Securities Premium Account of the Company.
 
 2.3 Estimated amount of contracts remaining to be executed on capital
 account and not provided for Rs. NIL (2009-10:Rs. NIL).
 
 2.6 The Company has entered into operating lease arrangements for
 vehicles. The future minimum lease rental obligation under
 non-cancellable operating leases in respect of these assets is Rs.
 69,36,279 (2009 - 10 : NIL).  The Lease Rent payable not later than one
 year is Rs. 18,68,628 (2009 - 10 :NIL), payable later than one year but
 not later than five years is Rs. 50,67,651 (2009 - 10 :NIL) and payable
 later than five years is Rs. NIL (2009 - 10 : NIL).
 
 2.7 Of the unsecured loans, amount repayable within one year is Rs.
 1,80,35,950 (2009- 10: Rs. NIL).
 
 2.9 The Company operates in a single business and geographical segment.
 Hence information required under Accounting Standard 17, ''Segment
 Reporting'', issued by the Council of the Institute of Chartered
 Accountants of India, has not been given.
 
 2.10 Related Party Disclosure:
 
 Disclosures as required by the Accounting Standard 18 Related Party
 Disclosure are given below:
 
 Subsidiary Companies
 
 i.  Agre Properties and Services Limited.
 
 ii.  Precision Realty Developers Private Limited, (w.e.f. November 16,
      2010)
 
 Associate Company
 
 Future Corporate Resources Limited
 
 Key Management Personnel
 
 Mr. Sumit Dabriwala
 
 Relatives of Key Management Personnel
 
 Ms. Priyanka Dabriwala
 
 2.15 Other clauses of paragraph 3,4C, 4D of part II of Schedule VI of
 the Companies Act, 1956 are not applicable to the company during the
 year.
 
 2.16 Previous year''s figures are regrouped wherever necessary.
 
 2.17 The name of the Company has changed from Future Mall Management
 Limited to Agre Developers Limited and The Registrar of Companies;
 Mumbai issued a fresh certificate of incorporation on 4th October 2010.
 
 2.18 The Company has not received any intimation from suppliers
 regarding their status under the Micro, Small and Medium Enterprises
 Development Act, 2006 and hence the disclosure, if any, relating to
 amounts unpaid as at the year-end together with interest paid/payable
 as required under the said Act have not been given.
 
 2.19 Sundry Debtors includes amounts due from Companies under Same
 Management Rs. 25,20,073 (2009 -10:Rs.  NIL).
Source : Dion Global Solutions Limited
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