1. Contingent Liabilities
1.1 Claims against the Company not acknowledged as debts on account of:
Rs/lakhs
31-Mar-2011 31-Mar-2010
Income Tax 238.27 277.03
Under Business Transfer Agreement with SRF
Limited for Excise Duty/Sales Tax 1,831.81 1,841.31
1.2 Guarantees provided on behalf of wholly-owned subsidiary for
repayment of loans and interest thereon amount to Rs 2,884.42 lakhs (Pr
Yr Rs 6,220 lakhs).
2. The Company had entered into Non-Compete Agreements whereby the
Company had inter-alia agreed not to engage, directly or indirectly, in
the manufacturing and selling thereof as would compete with SRF Ltd in
respect of Engineering Plastics and Industrial Yarn, in any country of
the world for a period of 5 years from the date of the Business
Transfer Agreement, i.e., 1st January 2009.
3. The Company, being a Systemically Important Core Investment Company
under the Core Investment Companies (Reserve Bank) Directions, 2011
issued by Reserve Bank of India, intends to apply for registration as a
Core Investment Company.
4. Directors'' Remuneration*
The contribution to provident and superannuation funds is made to M/s
SRF Limited which maintains separate funds administered by trusts.
*The director is entitled to a fixed remuneration irrespective of the
profits or losses in accordance with Part II Section II of Schedule
XIII to the Companies Act, 1956.
5. Related Party Transactions
(i) List of related parties and relationships:
(a) Enterprises that directly, or - KAMA Realty (Delhi) Ltd.
indirectly through one or more - Shri Educare Ltd.
intermediaries, control or are - SRF Polymers Investments Ltd.
controlled by, or are under common (since dissolved pursuant to
control with,the reporting Scheme of Arrangement)
enterprise
(b) Associates - - SRF Ltd.
- SRF Properties Ltd.
(c) Individuals owning, directly - Manju Bharat Ram
or indirectly, an interest in the - Ashish Bharat Ram
voting power of the reporting - Kartikeya Bharat Ram
enterprise that gives them
control or significant
influence over the enterprise,
and relatives of any such
individual
(d) Key Management Personnel - Rajat Lakhanpal, Whole Time
Director
(e) Enterprises over which any - Karm Farms Pvt. Ltd.
person described in (c) or (d) - Srishti Westend Greens Farms
is able to exercise significant Pvt. Ltd
influence - Bharat Ram Associates Pvt. Ltd.
- Karmav Holdings Pvt. Ltd.
- Narmada Farms Pvt. Ltd. (since
dissolved pursuant to Scheme of
Arrangement)
- Bhairav Farms Pvt. Ltd.(since
dissolved pursuant to Scheme of
Arrangement)
6. Earning Per Equity Share
Annualised earnings per equity share have been calculated based on the
net profit after taxation of Rs 5,512.95 lakhs (Pr Yr Rs 973.61 lakhs)
less dividend to preference shareholders and dividend tax thereon Rs
120.12 lakhs (Pr Yr Nil) and the average number of equity shares of
6,452,615 (Pr Yr 6,452,615).
Basic and diluted earning per share for the year is Rs 83.58 (Pr Yr Rs
15.09).
7. The Composite Scheme of Arrangement approved by the Hon''ble Delhi
High Court vide order dated 24th February 2011 consists of:
a. Demergerof Real Estate Division of Narmada Farms Private Limited
(NFPL), Bhairav Farms Private Limited (BFPL) and SRF Polymers
Investments Limited (SRFPIL) to Srishti Westend Greens Farms Private
Limited, Karm Farms Private Limited and KAMA Realty (Delhi) Limited
respectively; and
b. Amalgamation of Investment Division of NFPL, BFPL and SRFPIL into
KAMA Holdings Limited
c. Issue of 12,919,412 - 8% Non-cumulative Redeemable Preference Shares
of Rs 10 each fully paid up and 4,838,249 equity shares of Rs 10 each
fully paid up simultaneous to cancellation of 4,838,249 equity shares
of Rs 10 each fully paid up pursuant to Scheme of Arrangement.
with effect from the appointed date, i.e., 01st April 2010 on scheme
becoming effective, i.e., 31st March 2011 when a certified copy of the
order dated 24th February 2011 was filed with the Registrar of
Companies.
d. The amalgamation of Investment Divisions of NFPL, BFPLand SRFPIL
into the Company has been done as ''amalgamation in the nature of
purchase''. This has given rise to capital reserve of Rs 20,345.06
lakhs.
e. As per conditions imposed by Bombay Stock Exchange Limited
(BSE) while granting its ''No Objection'' to the Scheme of Arrangement,
1,209,563 equity shares issued to the promoters [out of equity shares
allotted in (c) above] have been put under lock-in for a period of
three years from the date of listing of new shares on the BSE. The new
equity shares issued by the company pursuant to Scheme of Arrangement
have been listed on BSE.
8. Previous year figures have been regrouped/recast/rearranged,
wherever necessary, to conform to current year classifications.
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