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Notes to Accounts of Ajmera Realty & Infra India Ltd.

Mar 31, 2015

1. Contingent liabilities not provided for in respect of:

a. There are certain disputed cases where appeal has been initiated with CIT/ ITAT (Appeals) on disallowance of Tax exemption U/S 80IB for

For Assessment Year 2006 - 2007 assessed Rs.1337.18 Lakhs as tax liability on total income of Rs. 3016.88 Lakhs.

b. Income Tax Demand raised by authorities for the period 1988-1989 to 1992 -1993 not accepted by the company amounting to Rs. 2909 Lakhs. (Previous Year Rs. 2909. Lakhs) the company has filed petition with the settlement commission under section 245 ( C ) of the Income Tax Act,1961, Any Adjustment required would be accounted in the year in which final order is received.

c. In the previous year, Ajmera Realty & Infra India Limited had given corporate guarantee to one of its associates, V.M.Procon Private Limited against the term loan granted by ICICI Bank Limited for Rs. 5000 Lakhs only.

d. During the year Ajmera Realty & Infra India Limited has availed Letter of Credit facility towards import of Tiles to the tune of Rs. 125 Lakhs. The same is backed with 100% margin in the form of Fixed Deposit lien marked with ICICI Bank Ltd.

2. Deferred Taxation:

The Company has net Deferred Tax Assets of Rs. 3870.18 Lakhs (Previous year Rs. 4276.16 Lakhs) as on 31st March 2015 after adjusting set off Rs. 405.99 Lakhs for the Financial Year 2014-15. As a prudence policy the said Deferred Tax Assets has not been recognized which is in accordance with the Accounting Standard – 22 issued by the Institute of Chartered Accountants of India.

3. The Company primarily deals in the business of Real Estate and hence there is no Primary reportable segment in the context of Accounting Standard – 17 issued by ICAI.

4. Related Party Disclosures:

a. Name of Related Parties and Related Party Relationship

Key Management Personnel i] Mr. Manoj I. Ajmera

(Managing Director)

ii] Mr. O. P. Gandhi

(Group Chief Financial Officer)

iii] Ms. Harshini D. Ajmera

(Company Secretary)

b. Relatives of Key Management Personnel

RUPAL M. AJMERA - TANVI M. AJMERA

RUSHI M. AJMERA - ISHWARLAL S. AJMERA

ISHWARLAL S. AJMERA HUF - JAYANT I. AJMERA

MANOJ I. AJMERA HUF - Late SURENDRA I. AJMERA

RITA MITUL MEHTA - DILIP C. AJMERA

JYOTI D. AJMERA - RIDDHI D. AJMERA

SUMAN O. GANDHI - NUPUR 0. GANDHI

GAURAV O. GANDHI

c Related Parties Where Control exists

Subsidiaries i. Jolly Brothers Private limited

ii. Ajmera Estate Karnataka Private Limited

ii. Ajmera Biofuel Limited

iv. Ajmera Mayfair Global W.L.L

v. Ajmera Realty Ventures Private Limited

vi. Ajmera Realcon Private Limited

vii. Laudable Infrastructure LLP

Associates & joint Ventures i. Ultratech Property Developers Private Limited

ii. A.G. Estate Private Limited

ii. Ajmera Cement Private Limited

iv. Ajmera Citi Developers Private Limited

v. Ajmera Housing Corporation

vi. Ajmera Housing Corporation Bangalore

vii. Ajmera Bora Associates

viii. Ajmera Water N Amusement Park Private Limited

ix. Bombay Freezco Private Limited

x. Four Brothers

xi. V.M. Procon Private Limited

xii. Nilkanth Tech Park Private Limited

xiii. Pramukh Development Corporation

xiv. Sankalp Holdings Private Ltd

xv. Shree Precoated Steel Limited

xvi. Vijay Nagar Corporation

xvii. Yogi Nagar Vasahat Private Limited

xviii. Rushab Investments Private Limited

xvix. SaNa Buildpro LLP

5. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:

There are no delays in payment to Micro and Small enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

The above information and that given in note no.8 –"Trade Payables" regarding Micro and Small enterprises h as been determined to the extent such parties have been identified on the basis of available with the company. This has been relied upon by the auditors.

6. The Company has reassessed the useful life of assets for the purpose of depreciation in the manner presented under the schedule II of the Companies Act, 2013, consequently.

i) Where the revised useful life of Assets has expired at the beginning of the year, the carrying value of such assets net of the effect of deferred tax Rs. 82.03 Lakhs aggregating Rs. 1.59 Lakhs is adjusted against the opening balance of retained earning as a transitional adjustment as per Schedule II.

ii) In other cases the carrying value of the Assets at the beginning of the year are depreciated over the balance of the revised useful life of the assets. The charges on account of depreciation for the year is lower by Rs. 1.59 Lakhs as result of the change in the estimate.

7. Capital and other commitments

Capital and other commitments on account of revenue as well as capital nature is Rs. NIL (P.Y NIL)

8. The Balance in Debtors, Creditors, Bank balances and Advances accounts are subject to confirmation and reconciliation, if any. However as per management opinion no material impact on financial statements out of such reconciliation is anticipated.

9. Subsequent events

There is not any subsequent event reported after the date of financial statements.


Mar 31, 2014

Corporate Information

Ajmera Realty & Infra India limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The company is engaged in real estate business.

1. Contingent liabilities not provided for in respect of:

a. There are certain disputed cases where appeal has been initiated with CIT/ ITAT (Appeals) on disallowance of Tax exemption U/S 80IB For Assessment Year 2006 - 2007 assessed Rs.1337.18 lacs as tax liability on total income of Rs.3016.88 lacs.

b. Income Tax Demand raised by authorities for the period 1988-1989 to 1992 -1993 not accepted by the company amounting to Rs.2909 Lakhs. (Previous Year Rs.2909. Lakhs) the company has filed petition with the settlement commission under section 245 ( C ) of the Income Tax Act, 1961, Any Adjustment required would be accounted in the year in which final order is received.

c. During the year Ajmera Realty & Infra India Limited has given corporate guarantee to one of its associates V.M.Procon Private limited to the tune of Rs.50 Crores, only against the term loan with ICICI Bank Limited.

2. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:

There are no delays in payment to Micro and Small enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

The above information and that given in note no.8 -"Trade Payables" regarding Micro and Small enterprises has been determined to the extent such parties have been identified on the basis of available details with the company. This has been relied upon by the auditors.

3. Capital and other commitments

Capital and other commitments on account of revenue as well as capital nature is Rs. NIL (PY NIL)

4. The Balance in Debtors, Creditors, Bank balances and Advances accounts are subject to confirmation and reconciliation, if any. However as per management opinion no material impact on financial statements out of such reconciliation is anticipated.

5. Subsequent events

There is not any subsequent event reported after the date of financial statements.


Mar 31, 2013

1. Corporate Information

Ajmera Realty & Infra India limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The company is engaged in real estate business.

2. Basis of Preparation

The financial statements of the company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Contingent liabilities not provided for in respect of:

a. There are certain disputed cases where appeal has been initiated with CIT/ ITAT (Appeals) on disallowance of Tax exemption U/S 80IB tor For Assessment Year 2006 - 2007 assessed Rs. 1337.18 lacs as tax liability on total income of Rs.3016.88 lacs.

b. Income Tax Demand raised by authorities for the period 1988-1989 to 1992 -1993 not accepted by the company amounting to Rs.2909 Lakhs. (Previous Year Rs.2909 Lakhs) the company has filed petition with the settlement commission under section 245 ( C) of the Income Tax Act, 1961, Any Adjustment required would be accounted in the year in which final order is received.

c. Stamp Duty payable on account of reorganization/ reconstruction of the company is not yet determined as the same is pending for adjudication estimated at Rs.300 lacs.

d. During the year we have taken a bank guarantee of Rs.10 lakhs (100% secured against term deposit) towards tender for Solar power project in Patna, bihar

4. Deferred Taxation:

The Company has net Deferred Tax Assets of Rs. 4330.71 Lakhs (Previous year Rs 4330.89 Lakhs) as on 31 st March 2013 on account of net MAT Credit till 31st March 2013. As a prudence policy the said Deferred Tax Assets has not been recognized which is in accordance with the Accounting Standard - 22 issued by the Institute of Chartered Accountants of India.

5. Employee Benefit

Consequent to Revised Accounting Standards 15 (AS-15) "Employee Benefits" read with guidance note on implementation of AS-15 issued by Institute of Chartered Accountants of India, effective from April 1,2007, the company has reviewed and revised its accounting policy in respect of employee benefits.

6. Segment Information

The Company primarily deals in the business of Real Estate and hence there is no Primary reportable segment in the context of Accounting Standard -17 issued by ICAI.

7. Related Party Disclosures:

The related party and relationships, as identified by the Management and relied upon by the Auditors, with whom transactions have taken place during the year are:

a. Name of Related Parties and Related Party Relationship

Key Management Personnel i] Shri. Rajnikant S. Ajmera

(Chairman & Managing Director)

ii] Shri. Manoj I. Ajmera

(Managing Director)

iii] Shri. Sanjay C. Ajmera

(Wholetime Director)

b. Relatives of Key Management Personnel

- Atul C. Ajmera Huf

- Atul C. Ajmera

- Bhogilal S. Ajmera

- Binal S. Ajmera

- Jyoti N. Ajmera

- Sanjay C. Ajmera

- Dhaval R. Ajmera

- Dhaval R. Ajmera Huf

- Ishwarlal S. Ajmera Huf

- Jayant I. Ajmera

- Jayant I. Ajmera Huf

- Manoj I. Ajmera Huf

- Megha S. A|mera

- Natwarlal S. Ajmera

- Natwarlal S. Ajmera Huf

- Rajnikant S. Ajmera Huf

- Sanjay C. Ajmera Huf

- Sonali A. Ajmera

- Surendra I. Ajmera Huf

- Tanvi M. Ajmera

C. Related Parties Where Control exists

Name Of Party

Subsidiaries i. Jolly Brothers Private limited

ii. Ajmera Estate Karnataka Private Limited

iii. Ajmera Mayfair Global W.L.L

iv. Ajmera Biofuel Limited

v. Ajmera Realty Ventures Private Limited

Limited Liability Partnership i. Sana Buildpro LLP

ii. Laudable Infrastructure LLP

Associates & joint Ventures i. Ultratech Property Developers Private limited

ii. A.G. Estate Private Limited

iii. Ajmera Cement Private Limited

iv. Ajmera Citi Developers Private Limited

v. Ajmera Housing Corporation

vi. Ajmera Housing Corporation Banglore

vii. Ajmera Realcon Private Limited

viii. Ajmera Bora Associates

ix. Ajmera Water N Amusement Park Private Limited

x. Bombay Freezco Private Limited

xi. Four Brothers

xii. YM. Procon Private limited

xiii. Nilkanth Tech Park Private Limited

xiv. Pramukh Development Corporation

xv. Sankalp Holdings Private Ltd

xvi. Shree Precoated Steel Limited

xvii. Vijay Nagar Corporation

xviii. Yogi Nagar Vasahat Private Limited

xix. Rushab Investments Private limited

8. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:

There are no delays in payment to Micro and Small enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

The above information and that given in note no.8 -"Trade Payables" regarding Micro and Small enterprises has been determined to the extent such parties have been identified on the basis of available with the company. This has been relied upon by the auditors.

9. Earning and expenditure in foreign currency is Rs. NIL (previous year Rs. NIL).

10. Capital and other commitments

Capital and other commitments on account of revenue as well as capital nature is Rs. NIL (Previous Year NIL)

11. The Balance in Debtors, Creditors .Banks and Advances accounts are subject to confirmation and reconciliation, if any. However as per management opinion no material impact on financial statements out of such reconciliation is anticipated.

12. Subsequent events

There is not any subsequent event reported after the date of financial statements.


Mar 31, 2012

1, Corporate Information

Ajmera Realty & Infra India Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The company is engaged in real estate business.

2. Basis of Preparation

The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The Company has prepared these Financial Statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The Financial Statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of Financial Statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Contingent liabilities not provided for in respect of:

a. There are certain disputed cases where appeal has been initiated with CIT/ ITAT (Appeals) on disallowance of Tax exemption U/S 80IB for For Assessment Year 2006 - 2007 assessed Rs. 1337.18 lacs as tax liability on total income of Rs.3016.88 lacs.

b. Income Tax Demand raised by authorities for the period 1988-1989 to 1992 -1993 not accepted by the company amounting to Rs.2909 Lakhs. (Previous Year Rs.2909. Lakhs) the company has filed petition with the settlement commission under section 245 (C) of the Income Tax Act,1961, Any Adjustment required would be accounted in the year in which final order is received.

c. Stamp Duty payable on account of reorganization/ reconstruction of the company is not yet determined as the same is pending for adjudication estimated at Rs.300 lacs.

4. Deferred Taxation:

The Company has net Deferred Tax Assets of Rs. 4,330.89 Lakhs (Previous year Rs. 4,345.13 Lakhs) as on 31st March 2012 on account of net MAT Credit till 31 st March 2012. As a prudence policy the said Deferred Tax Assets has not been recognized which is in accordance with the Accounting Standard - 22 issued by the Institute of Chartered Accountants of India.

5. Employee Benefit

Consequent to Revised Accounting Standards 15 (AS-15)" Employee Benefits" read with guidance note on implementation of AS-15 issued by Institute of Chartered Accountants of India, effective from April 1,2007, the company has reviewed and revised its accounting policy in respect of employee benefits.

6. Segment Information

The Company primarily deals in the business of Real Estate and hence there is no Primary reportable segment in the context of Accounting Standard -17 issued by ICAI.

7. Related Party Disclosures:

The related party and relationships, as identified by the Management and relied upon by the Auditors, with whom transactions have taken place during the year are:

a. Name of Related Parties and Related Party Relationship

Key Management Personnel

i] Late Shri. Chhotalal S. Ajmera

(Chairman & Managing Director) upto 24th March, 2012

ii] Shri. Rajnikant S. Ajmera*

(Chairman & Managing Director)

iii] Shri. Manoj I. Ajmera*

(Managing Director)

iv] Shri. Sanjay C. Ajmera*

(Wholetime Director)

- Appointed w.e.f. 24th April, 2012

b. Relatives of Key Management Personnel

- Atul C. Ajmera Huf

- Atul C. Ajmera

- Bhogilal S. Ajmera

- Binal S. Ajmera

- Jyoti N. Ajmera

- Sanjay C. Ajmera

- Dhaval R. Ajmera

- Dhaval R. Ajmera Huf

- Ishwarlal S. Ajmera Huf

- Jayant I. Ajmera

- Jayant I. Ajmera Huf

- Manoj I. Ajmera Huf

- Megha S. Ajmera

- Natwarlal S. Ajmera

- Natwarlal S. Ajmera Huf

- Rajnikant S. Ajmera Huf

- Sanjay C. Ajmera Huf

- Sonali A. Ajmera

- Surendra I. Ajmera Huf

- Tanvi M. Ajmera

C. Related Parties Where Control exists Subsidiaries

Name Of Party

i. Jolly Brothers Private limited

ii. Ajmera Estate Karnataka Private Limited

iii. Ajmera Mayfair Global W.L.L

iv. Ajmera Biofuel Limited

Limited Liability Partnership

i. Sana Buildpro LLP

ii. Laudable Infrastructure LLP

Associates & joint Ventures

i. Ultratech Property Developers Private limited

ii. A.G. Estate Private Limited

iii. Ajmera Cement Private Limited

iv. Ajmera Citi Developers Private Limited

v. Ajmera Housing Corporation

vi. Ajmera Housing Corporation Banglore

vii. Ajmera Realcon Private Limited

ix. Ajmera Bora Associates

x. Ajmera Water N Amusement Park Private Limited

xi. Bombay Freezco Private Limited

xii. Four Brothers

xiii. V.M. Procon Private limited

xiv. Nilkanth Tech Park Private Limited

xv. Pramukh Development Corporation

xvi. Sankalp Holdings Private Ltd

xvii. Shree Precoated Steel Limited

xviii. Vijay Nagar Corporation

xix. Yogi Nagar Vasahat Private Limited

xx. Rushab Investments Private limited

8. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:

There are no delays in payment to Micro and Small enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

The above information and that given in note no.8 -"Trade Payables" regarding Micro and Small enterprises has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.


Mar 31, 2011

1. Figures of the previous year have been reworked, regrouped, reclassified and rearranged to confirm with the figures of the current year.

2. Contingent liabilities not provided for in respect of:

a. There are certain disputed cases where appeal has been initiated with CIT/ ITAT (Appeals) on disallowance of Tax exemption U/S 80IB for For Assessment Year 2006 - 2007 assessed Rs. 1337.18 lacs as tax liability on total income of Rs.3016.88 lacs.

b. Income Tax Demand raised by authorities for the period 1988-1989 to 1992 -1993 not accepted by the company amounting to Rs.2909 Lakhs. (Previous Year Rs.2909. Lakhs) the company has filed petition with the settlement commission under section 245 (C ) of the Income Tax Act,1961, Any Adjustment required would be accounted in the year in which final order is received.

c. Demand from Sales Tax Recovery Officer - Kolkatta forRs.1 Lakh (Previous Year Rs. 1 Lakh)

d. Suit filed against the Company not acknowledged as debts of Rs. 137 Lakhs (Previous Year Rs. 137 Lakhs).

e. Liability that may arise on account of the Financial Institution (SICOM) exercising their right of recompense as per the Board for Industrial Financial Reconstruction (BIFR) Scheme.

f. Stamp Duty payable on account of reorganization/ reconstruction of the company is not yet determined as the same is pending for adjudication estimated at Rs.300 lacs.

3. Deferred Taxation:

The Company has net Deferred Tax Assets ot Rs. 4234.69 Lakhs (Previous year Rs 4239.31 Lakhs) as on 31 st March 2011 on account of net MAT Credit till 31st March 2011. As a prudence policy the said Deferred Tax Assets has not been recognized which is in accordance with the Accounting Standard - 22 issued by the Institute of Chartered Accountants of India.

4. Employee Benefit

Consequent to Revised Accounting Standards 15 (AS-15) "Employee Benefits" read with guidance note on implementation of AS-15 issued by Institute of Chartered Accountants of India, effective from April 1,2007, the company has reviewed and revised its accounting policy in respect of employee benefits.

5. The Company primarily deals in the business of Real Estate and hence there is no Primary reportable segment in the context of Accounting Standard -17 issued by ICAI.

6. Related Party Disclosures:

The related party and relationships, as identified by the Management and relied upon by the Auditors, with whom transactions have taken place during the year are:

a. List of related parties and their relationship:

Name of the PartyRelationship

A.G. Estate Private Limited Associate

Ajmera Cement Private Limited Associate

Ajmera Citi Developers Private Limited Associate

Ajmera Estates (Karnataka) Private Limited Subsidiary

Ajmera Housing Corporation Associate

Ajmera Housing Corporation Banglore Associate

Ajmera Mayfair Global Reality W.L.L Subsidiary

Ajmera Realcon Private Limited Associate

Ajmera Reality Private Limited Associate

Ajmera Steel Stripes Limited Associate

Ajmera Water N Amusement Park Private Limited Associate

Bombay Freezco Private Limited Associate

Jolly Brothers Private Limited Subsidiary

Four Brothers Associate

Kunnuj Investment Private Limited Associate

Nilkanth Tech-Park Private Limited Associate

Pramukh Development Corporation Associate

Rushabh Investment Private Limited Associate

Sankalp Holdings Private Ltd Associate

Shree Precoated Steel Limited Associate

Ultratech Property Developers Private Limited Subsidiary

Vijay Nagar Appartment Associate

Vijay Nagar Corporation Associate

Yogi Nagar Vasahat Private Limited Associate

b. Directors and their relatives:

Name of the Party Relationship

CHHOTALAL S. AJMERA DIRECTORS

ISHWARLAL S. AJMERA DIRECTORS

RAJNIKANT S. AJMERA DIRECTORS

ATUL C. AJMERA HUF RELATIVE OF DIRECTORS

BHOGILAL S. AJMERA RELATIVE OF DIRECTORS

BINAL S. AJMERA RELATIVE OF DIRECTORS

JYOTI N. AJMERA RELATIVE OF DIRECTORS

SANJAY C. AJMERA RELATIVE OF DIRECTORS

DHAVAL R. AJMERA RELATIVE OF DIRECTORS

DHAVAL R. AJMERA HUF RELATIVE OF DIRECTORS

ISHWARLAL S. AJMERA HUF RELATIVE OF DIRECTORS

JAYANT I. AJMERA RELATIVE OF DIRECTORS

JAYANT I. AJMERA HUF RELATIVE OF DIRECTORS

MANOJ I. AJMERA HUF RELATIVE OF DIRECTORS

MEGHA S. AJMERA RELATIVE OF DIRECTORS

NATWARLAL S. AJMERA RELATIVE OF DIRECTORS

NATWARLAL S. AJMERA HUF RELATIVE OF DIRECTORS

RAJNIKANT S. AJMERA HUF RELATIVE OF DIRECTORS

SANJAY C. AJMERA HUF RELATIVE OF DIRECTORS

SONALI A. AJMERA RELATIVE OF DIRECTORS

SURENDRA I. AJMERA HUF RELATIVE OF DIRECTORS

TANVI M. AJMERA RELATIVE OF DIRECTORS

7. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:

There are no delays in payment to Micro and Small enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

The above information and that given in schedule 11 -"Current Liabilities" regarding Micro and Small enterprises has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.


Mar 31, 2010

1. Figures of the previous year have been reworked, regrouped, reclassified and rearranged to confirm with the figures of the current year.

2. In the Previous Year, the company filed composite scheme of arrangement under section 391 to 394 read with section 100 to 103 of the Companies Act 1956 to Demerge the business of Steel from AJMERA REALTY & INFRA INDIA LIMITED (ARIIL) to the company Ajmera Precoated Steel Limited (now known as Shree Precoated Steels Limited) (SPSL) as per the scheme filed with Honorable High Court of Bombay . The Honble High Court of Bombay vide order dated 21st March 2009 approved the scheme of demerger with effect from 01 st April,2008. (Appointed date)

The salient features of demerger scheme are:

a) All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present, future or contingent, tangible or intangible) wherever situated pertaining to and relatable to the Steel Division;

b). All present and future liabilities arising out of the activities or operations of Steel Business, including loans, debts, current liabilities and provisions, duties and obligations relatable to the Steel Division;

c). All permanent employees of ARIIL employed in the Steel Division, as identified by the Board of Directors of ARIIL, as on the Effective Date;

d). With effect from the Appointed Date and upon the coming into effect of this Scheme and subject to the provisions of this Scheme the whole of the Steel Division of the ARIIL, of whatsoever nature and wheresoever situated, shall, under the provisions of Sections 391 to 394 and all other applicable provisions of the Act, without any further act or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Resulting Company at their book values as at the close of the business on the day immediately preceding the Appointed Date, so as to vest in the Resulting Company the right, title and interest of the ARIIL therein;

e). The transfer and vesting of the Steel Division as aforesaid shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof relatable to the Steel Division to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of the Steel Division.

f). On the Scheme becoming operative, all staff, workmen and employees of the Steel Division of ARIIL in service on the Effective Date shall be deemed to have become staff, workmen and employees of the Resulting Company with effect from the Appointed Date without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with ARIIL shall not be less favourable than those applicable to them with reference to the Steel Division of ARIILon the Effective Date.

g). The Remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by ARIIL.

h). All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne by ARIIL

I). Upon this Scheme becoming operative and upon vesting of the Steel Division of ARIIL in the Resulting Company in terms of this Scheme, the Resulting Company, shall, without any further application or deed, issue and allot to every member of ARIIL, holding fully paid up equity shares in ARIIL and whose name appears in the Register of Members of ARIIL on the Record Date, his/her heirs, executors, administrators or the successors-in-title, as the case may be, in respect of every 10(Ten) Equity share of the face value of Rs.10 (Rupees Ten Only) each fully paid-up held by him/ her/ it in ARIIL, 7 (Seven) Equity share of the face value of Rs. 10 each (Rupees Ten only) of the Resulting Company, as fully paid- up.

j). The issue and allotment of New Equity Shares by Resulting Company to the shareholders of ARIIL, as the case may be, as provided in this Scheme is an integral part thereof and shall be deemed to have been carried out as if the procedure laid down under Section 81(1 A) and any other applicable provisions of the Act were duly complied with.

k). The excess of book value of assets as appearing in the balance sheet of ARIIL and transferred as a part of the Steel Division to the Resulting Company over the book value of liabilities transferred as a part of the Steel Division, shall be to the extent of Rs.82,79,80,420/- shall be debited to the Capital Reorganization Account and balance shall be debited to the Profit and Loss Account.

l). All costs and expenses incurred as per Clause 20 below as well as other costs incidental with the finalisation of this Scheme , including the all advisory fees, stamp duty charges, meeting expenses, professional fees, consultant fees & expenses and any other expenses or charges attributable to the implementation of the Scheme, shall be borne by ARIIL and, be adjusted against the balance in Profit and Loss Account in the books of ARIIL;

m). Upon the Scheme becoming effective and allotment of New Equity Shares by Resulting Company, the Old Equity Shares of the Resulting Company shall, without any application or deed, stand cancelled without any payments to the holders of such Old Equity Shares of Resulting Company.

n). Existing equity share capital of ARIIL of Rs. 118,28,29,1707- representing 11,82,82,917 equity shares of Rs. 10/- each shall be reduced by Rs.82,79,80,420/- to Rs.35,48,48,750/- divided into 3,54,84,875 equity shares of Rs.10/- each fully paid-up with effect from the effective date. Accordingly, the equity shareholders shall receive 3 (Three) equity share of Rs.10/- each fully paid up for every 10 (Ten) equity share of Rs. 10/- each fully paid up.

o). The Reduction of the Equity Shares of ARIIL as mentioned above shall be effected as an integral part of this Scheme without having to follow the process under Section 100 to 103 of the Act separately and the Order of the High Court sanctioning the Scheme shall be deemed to be also the Order under Section 102 of the Act for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital to the shareholders and the provisions of Section 101 of the Act will not be applicable.

All formalities relating to demerger were completed on 17th April,2009 (effective date). The accounts of the company have been prepared from 01 st April,2008 i.e. appointed date till 31st March, 2009.

3 Contingent liabilities not provided for in respect of:

a. There are certain disputed cases where appeal has been initiated with CIT/ ITAT (Appeals) on disallowance of Tax exemption U/S80IB:

For Assessment Year 2004-2005 (On Reassessment)

assessed Rs.991.51 lacs as tax liability on total income of Rs.1898.28lacs.

For Assessment Year 2005 - 2006 (On Reassessment) assessed Rs.1.45 lacs as tax liability on total income of Rs.19.43lacs.

For Assessment Year 2006 - 2007 assessed Rs.1337.18 lacs as tax liability on total income of Rs.3016.88 lacs.

For Assessment Year 2007 - 2008 assessed Rs.7.46 lacs as tax liability on total income of Rs.16.22 lacs.

b. Income Tax Demand raised by authorities for the period 1988-1989 to 1992 -1993 not accepted by the company amounting to Rs.2909 Lakhs. (Previous Year Rs.2909. Lakhs) the company has filed petition with the settlement commission under section 245 ( C ) of the Income Tax Act,1961. Any Adjustment required would be accounted in the year in which final order is received.

c. Demand from Sales Tax Recovery Officer- Kolkatta for Rs.1 Lakh (Previous Year Rs. 1 Lakh)

d. Suit filed against the Company not acknowledged as debts of Rs. 137 Lakhs (Previous Year Rs. 53 Lakhs).

e. Liability that may arise on account of the Financial Institution (SICOM) exercising their right of recompense as per the Board for Industrial Financial Reconstruction (BIFR) Scheme.

f. Stamp Duty payable on account of reorganization/ reconstruction of the company is not yet determined as the same is pending for adjudication estimated of Rs.300 lacs.

4. Managerial remuneration (excluding provision for Gratuity and provision for leave encashment on retirement) paid/payable to Directors.

Directors otherthan Managing/Whole time directors:

No salary and commission is payable to Wholetime Directors in view waiver of salary and commission by them for the current year under review. The Company has been advised that the computation of the net profit for the purpose of remuneration to Director under Section 349 & 350 of the Act, need not be enumerated.

5. Deferred Taxation:

The Company has net Deferred Tax Assets of Rs. 4242.53 Lakhs (Previous year Rs 4680.70 Lakhs) as on 31 st March 2010 on account of net MAT Credit till 31st March 2010. As a prudence policy the said Deferred Tax Assets has not been recognized which is in accordance with the Accounting Standard -22 issued by the Institute of Chartered Accountants of India.

6. The Company primarily deals in the business of Real Estate and hence there is no Primary reportable segment in the context of Accounting Standard -17 issued by

7. Related Party Disclosures:

The related party and relationships, as identified by the Management and relied upon by the Auditors, with whom transactions have taken place during the year are:

8. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:

There are no delays in payment to Micro and Small enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

The above information and that given in schedule 11 -"Current Liabilities" regarding Micro and Small enterprises has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.



 
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