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Notes to Accounts of Future Market Networks Ltd.

Mar 31, 2015

1. Rights and restrictions attached to shares

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder is eligible to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion of their shareholding.

2. Shares reserved for issue under options

Shares reserved for issue under options and contracts including the terms and amounts: For Detail of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the company. Refer note 37

a) Rs. Nil (2014: Rs. 9,580.83 lacs) secured by specified immovable property, specified immovable property owned by Ishkrupa Mall Management Company Private limited and personal guarantee of some shareholders.

b) Rs. 3,250.00 lacs (2014: Rs. 4,125.00 lacs) secured by hypothecation charge on all the movable assets.

c) Term Loan of Rs. 12,690.00 lacs (2014: Rs. 13,500.00 lacs) are secured by (a) Charge on Assets of Rs. 10,500.00 Lacs created out of the proposed Term Loan. First Pari Passu Charge on the movable fixed assets pertaining to the mall management division of the company amounting to Rs. 100 cr (b) Second Pari Passu charge on the immovable property owned by Bansi Mall Management Company Private Limited.

d) Term Loan of Rs. 10,000.00 lacs (2014: Rs. 7,000.00 lacs) are secured by (a) First pari pasu charge on the immovable property owned by Bansi Mall Management Company Private Limited Located at SOBO Central Mall (b) Corporate Guarantee of Bansi Mall Management Company Private Limited.

Term Loan are repayable as follows: Rs. 6,375.00 lacs is repayable in 2016-17, Rs. 7,691.25 lacs is repayable in 2017-18 , Rs. 4,407.50 lacs is repayable in 2018-19 and Rs. 2,625.00 lacs is repayable in 2019-20.

3. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 94.29 Lacs (2014: Rs. 37.20 Lacs).

4. Contingent Liabilities not provided for:

(a) Corporate Guarantee given to bank on behalf of Companies - Rs. 49,950.00 Lacs (2014: Rs. 49,950.00 Lacs)

(b) Income tax demand Rs. 1,357.23 Lacs (2014: Rs. 40.02 Lacs)

Based on the decisions of Appellate authorities and the interpretation of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

(c) Claims and counter claims by/against the Company have been filed with an arbitrator appointed by the Hon'ble High Court of Calcutta. Since the arbitration proceedings are in process, it is not possible to ascertain the amount of contingent liability, if any.

The estimate of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotions and other relevant factors including supply and demand in the employment market. The above Information is certified by the actuary.

5. The Company is primarily engaged in the activity of mall management business and considers it to be a single reportable business segment in terms of Accounting Standard (AS) 17 "Segment Reporting". The operations of the Company are within the geographical territory of India which is considered as a single geographical segment.

C) Significant Related party transactions:

1. Interest income includes F R Retail Destination Private Limited Rs.118.52 Lacs (2014: Rs. NIL), Niyman Mall Management Company Private Limited Rs. 153.10 Lacs (2014: Rs. 16.49 Lacs), Ojas Mall Management Private Limited Rs. 280.81 Lacs (2014: Rs. 194.71 Lacs),Harmony Malls Management Private Limited Rs. 20.46 Lacs (2014: Rs. 88.19 Lacs), Future Retail Destination Limited Rs. 14.34 Lacs (2014: Rs. 10.12 Lacs), Nishta Mall Management Company Private Limited Rs. 188.30 Lacs (2014: Rs. 91.10 Lacs), Acute Realty Private Limited Rs. 82.77 Lacs (2014 : Rs. 2.34 Lacs) and Unique Malls Private Limited Rs. 236.44 Lacs (2014: Rs. 8.02 Lacs).

2. Project Management Revenue includes Aashirwad Malls Private Limited Rs. 40.00 Lacs (2014: Rs. 49.00 Lacs), Future Trade Markets Private Limited Rs. 11.44 Lacs (2014: Rs. 5.79 Lacs) and Future Retail Destination Limited Rs. NIL (2014: Rs. 40.17 Lacs).

3. Interest expense includes Precision Realty developers Private Limied Rs. 58.47 Lacs (2014: Rs. 30.21 Lacs), Suhani mall Management Private limited Rs. 51.69 Lacs (2014: Rs. 38.28 Lacs), and Vishnu Mall Management Private Limited. Rs. NIL (2014: Rs. 393.89 Lacs), Ujjain Future Bazzar Private Limied Rs. 23.41 Lacs (2014: Rs. Nil) and Riddhi Siddhi Mall Management Private Limited Rs. 23.02 Lacs (2014: Rs. 96.25).

4. Share application money given includes Acute Realty Private Limited Rs. NIL (2014: Rs. 3,600.00 Lacs).

5. Share application money given received back includes Acute Realty Private Limited Rs. 3,600.00 Lacs (2014: Rs. NIL).

6. Investment in shares includes Riddhi Siddhi Mall Management Private Limited Rs. 315.34 Lacs (2014: Rs. 232.69 Lacs).

7. Loans given net off received back include Ojas Mall Management Private Limited Rs. 2209.52 Lacs (2014: Rs. NIL), Niyman Mall Management Company Private Limited Rs. 18.61 Lacs (2014: Rs. 1034.65 Lacs), Precision Realty Developers Private Limited Rs. 1,686.59 Lacs (2014: Rs. 4,242.67 Lacs), Unique Malls Private Limited Rs.2,784.96 Lacs (2014: Rs. 2,997.73 Lacs), Acute Realty Private Limited Rs. 2,026.66 Lacs (2014: Rs.19.44 Lacs), and Nishta Mall Management Company Private Limited Rs. 2103.54 Lacs (2014: Rs. 802.25 Lacs ) and Future Retail Destination Limited Rs. 7.12 Lacs (2014 : Rs. 9.99 Lacs).

8. Loan Taken net off repaid back include Suhani Mall Management Company Private Limited Rs. NIL (2014: Rs. 759.15 Lacs), Ojas Mall Management Private Limited Rs. NIL (2014: Rs. 2,520.22 Lacs), Vishnu Mall Management Private Limited Rs. NIL (2014: Rs. 529.15 Lacs), Ujjian Future Bazaar Private Limited Rs. 886.53 Lacs (2014: Rs. 111.16 Lacs),Shreya Mall Management Private Limited Rs. 117.86 Lacs (2014: Rs. 1.49 Lacs), Navika Developers Private Limited Rs. 131.04 Lacs (2014 : Rs. NIL), Riddhi Siddhi Mall Management Private Limited Rs. 214.61 Lacs (2014: Rs. 887.50 Lacs), Future Corporate Resources Limited Rs. 1,934.00 Lacs (2014: Rs. 1,250.00 Lacs ).

9. Loan repaid back Riddhi Siddhi Mall Management Private Limited Rs. 2,14.61 Lacs (2014: Rs. 887.50 Lacs).

10. Deposit Received includes Riddhi Siddhi Mall Management Private Limited Rs. NIL (2014: Rs. 1,256.25 Lacs) and Manz Retail Private Limited Rs. 4.00 Lacs (2014: Rs. 2.00 Lacs).

11. Deposit Repaid includes Suhani Mall Management Company Private Limited Rs. 700.00 Lacs(2014: Rs. Nil), Riddhi Siddhi Mall Management Private Limited Rs.1,205.97 Lacs (2014: Rs. Nil) and Manz Retail Private Limited Rs. 6.00 Lacs (2014: Rs. Nil).

12. Reimbursement of Expenses includes Star Shopping Centers Private Limited Rs. 0.75 Lacs (2014: Rs. NIL), Ujjian Future Bazaar Private Limited Rs. 0.80 Lacs (2014: Rs. NIL) and Future Corporate Resources Limited Rs. 0.79 Lacs (2014: Rs. NIL).

6. Expenditure in Foreign Currency: Rs. NIL (2014: Rs. NIL)

7. Earnings in Foreign Currency: Rs. NIL (2014: Rs. NIL)

8. Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the company. There are no overdue principal amounts/ interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year or brought forward from previous years.

9. Employee Stock Option Scheme

Future Market Networks Limited (FMNL) has granted options to eligible employees in 2012 under FMNL- Employee Stock Option Scheme 2012 ("ESOS 2012").

The Employee Stock Options of the Company has been adjusted for the corporate actions on Value for Value exchange and hence there is no incremental benefit to the option grantee and also it does not result in change in aggregate Fair Value of the Options.

10. The borrowing cost capitalized during the year ended March 31,2015 was Rs. 247.60 lacs (2014: Rs. NIL)

11. Previous Year Comparatives:

Previous Year figures have been regrouped, recast and reclassified where ever necessary to confirm to current year's presentation.


Mar 31, 2014

1.a) Rights and restrictions attached to shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder is eligible to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion of their shareholding.

b) Aggregate number and class of shares allotted as fully paid up pursuant to scheme of demerger/ amalgamation without payment being received in cash.

During Financial year 2010-2011, 11,170,966 Equity shares of Rs 10/- each fully paid up has been alloted as per scheme of demerger and during Financial year 2011-2012, 44,683,440 Equity shares of Rs 10/- each fully paid has been alloted as per scheme of amalgamation.

c) The company has reserved issuance of 558,000 (2012-13: 558,000) Equity shares of Rs 10/- each for offering to eligible employees of the company under Employees Stock option Scheme (ESOP). During the year, company has granted Nil (in the previous year 506,000 options were granted) option to eligible employees at exercise price of Rs 12/- per option plus all applicable taxes as may be levied in this regard on company. Out of the option granted 17,000 options were cancelled due to cessation of employment. The option vest over maximum period of 4 years or such other period as decided by the Nomination and Remuneration committee from date of grant based on specific criteria.

d) Rs. 9,580.83 lacs (2013: Rs.19,000.27 lacs) secured by specified immovable property owned by Ishkrupa Mall Management Company Private limited and personal guarantee of some shareholders.

f) Rs. 4,125 lacs (2013: Rs. 4,750 lacs) secured by hypothecation charge on all the movable assets..

g) Term Loan of Rs. 13,500 lacs (2013: Rs. Nil) are secured by (a) Charge on Assets of Rs. 10,500 lacs created out of the proposed Term Loan. First Pari Passu Charge on the movable fixed assets pertaining to the mall management division of the company amounting to Rs. 10,000 lacs (b) Second Pari Passu charge on the immovable property owned by M/s Bansi Mall Management Company Private Limited.

h) Term Loan of Rs. 7,000 lacs (2013: Rs. Nil) are secured by (a) First pari pasu charge on the immovable property owned by Bansi Mall Management Company Private Limited Located at SOBO Central Mall (b) Corporate Guarantee of Bansi Mall Management Company Private Limited.

Term Loan are repayable as follows: Rs. 4,841.25 lacs is repayable in 2015-16, Rs. 6,375 lacs is repayable in 2016-17 Rs. 7,691.25 lacs is repayable in 2017-18 and Rs. 4,032.50 lacs is repayable in 2018-19.

Installments falling due in respect of all the above loans up to March 31, 2015 aggregating to Rs. 11,265.83 lacs have been grouped under current maturities of long term borrowings.

(Rate of interest between 13% to 14.25% p.a.)

2. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 37.20 Lacs (2013: Rs. 1.36 Lacs).

3. Contingent Liabilities not provided for:

(a) Corporate Guarantee given to bank on behalf of Companies - Rs. 49,950 Lacs (2013: Rs.Nil)

(b) Income tax demand - Rs. 40.02 Lacs (2013: Rs. 23.66 Lacs) Based on the decisions of Appellate authorities and the interpretation of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

4. The Company is primarily engaged in the activity of mall management business and considers it to be a single reportable business segment in terms of Accounting Standard 17 "Segment Reporting". The operations of the Company are within the geographical territory of India which is considered as a single geographical segment.

Disclosure in respect of Material related party transactions during the year:

5. Interest income includes Ojas Mall Management Private Limited Rs.194.71 Lacs (2013: Rs. 504.25 Lacs), Harmony Mall Management Private Limited Rs. 88.19 Lacs (2013: Rs. 76.81 Lacs), Nishta Mall Management Company Private Limited Rs. 91.10 Lacs. (2013: Rs.NIL), Future Retail Destination Limited Rs. 10.12 Lacs (2013: Rs. 74.96 Lacs).

6. Project Management Revenue includes Aashirwad Malls Private Limited Rs. 49.00 Lacs (2013: Rs. 78.00 Lacs), Future Trade Markets Private Limited Rs. 5.79 Lacs (2013: Rs. 32.73 Lacs), and Future Retail Destination Limited Rs. 40.17 Lacs (2013: Rs. 50.59 Lacs).

7. Interest expense includes Riddhi Siddhi Mall Management Private Limited Rs. 96.25 Lacs (2013: Rs.NIL) Vishnu Mall Management Private Limited. Rs. 393.89 Lacs (2013: Rs. 105.23 Lacs).

8. Share application money includes Acute Realty Private Limited Rs. 3,600.00Lacs (2013: Rs. Nil).

9. Investment in shares includes Riddhi Siddhi Mall Management Private Limited Rs. 232.69 Lacs (2013: Rs. 410 Lacs).

10. Loan Given and received back includes Unique Malls Private Limited Rs. 2,997.73 Lacs (2013: Rs. NIL), Niyman Mall Management Company Private Limited Rs.1034.65 Lacs (2013: Rs. NIL) and Nishta Mall Management Company Private Limited Rs. 802.25 Lacs (2013: Rs. NIL) and Future Retail Destination Limited Rs. 9.99 Lacs (2013 : Rs. 1,467.93 Lacs).

11. Loan Taken and repaid back includes Precision Reality Developers Private Limited Rs. Nil (2013: Rs. 263.92 Lacs), Riddhi Siddhi Mall Management Private Limited Rs. 887.50 Lacs (2013: Rs. 1,000 Lacs), Suhani Mall Management Company Private Limited Rs. 759.15 Lacs (2013: Rs. 700 Lacs), Vishnu Mall Management Private Limited Rs. 529.15 (2013: Rs. 2,797.49 Lacs), Future Corporate Resources Limited Rs. 1,250 Lacs (2013: Rs. NIL),and Ojas Mall Management Private Limited Rs. 2,520.22 Lacs (2013: Rs. Nil).

12. Deposit Received includes Riddhi Siddhi Mall Management Private Limited Rs. 1,256.25Lacs (2013: Rs.Nil).

13. Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the company. There are no overdue principal amounts/ interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year or brought forward from previous years.

14. Employee Stock Option Scheme

Future Market Networks Limited (FMNL) has granted options to eligible employees in 2012 under FMNL- Employee Stock Option Scheme 2012 ("ESOS 2012").

The Employee Stock Options of the Company has been adjusted for the corporate actions on Value for Value exchange and hence there is no incremental benefit to the option grantee and also it does not result in change in aggregate Fair Value of the Options.

15. Previous Year Comparatives:

Previous Year figures have been regrouped, recast and reclassified where ever necessary to confirm to current year''s presentation.


Mar 31, 2013

1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 1.36 lacs (2012: Rs.NIL).

2. contingent liabilities not provided for:

(a) Corporate Guarantee given to bank on behalf of Companies - Rs. Nil (2012: Rs. 10500.00 lacs )

(b) Income tax demand – Rs.23.66 lacs (2012: Rs.23.66 lacs )

Based on the decisions of Appellate authorities and the interpretation of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

3. Scheme of arrangement:

(a) The fgures for the current year include fgures of Agre Properties & Services Limited (APSL), the wholly owned subsidiary company, which is amalgamated with the Company with effect from April 1, 2011 as per the Scheme of Amalgamation ("the scheme") sanctioned by the Hon''ble High Court of Bombay and are therefore to that extent not comparable with those of previous year.

The scheme became effective on May 8, 2013, the appointed date of scheme being April, 2011.

In accordance with the scheme and as per approval of the High Court:

(i) The assets and liabilities of APSL have been transferred to and vested with the Company with effect from April 1, 2011 and have been recorded at their respective fair values under the purchase method of accounting for amalgamations as prescribed in Accounting Standard 14 on Accounting of Amalgamations.

(ii) Being a wholly owned subsidiary, 50,000 equity shares of erstwhile APSL held by the Company has been cancelled and no shares have been issued in pursuance to scheme of amalgamation.

b) The fgures for the current year include fgures of KB Mall Management Company Limited (KB Mall), the wholly owned subsidiary which is amalgamated with the Company with effect from January 1, 2012 as per the Scheme of Amalgamation ("the scheme") sanctioned be the Hon''ble High Court of Bombay and are therefore to that extent not comparable with those of previous year.

The scheme became effective on May 8, 2013, the appointed date of the Scheme being January 1, 2012.

In accordance with the scheme and as per approval of the High Court:

(i) The assets, liabilities, reserves, rights and obligations of erstwhile KB Mall have been transferred to and vested with the Company with effect from January 1, 2012 and have been recorded at their respective book values, under the pooling of interest method of accounting for amalgamation as prescribed in Accounting Standard 14 on Accounting of Amalgamation.

(ii) Being a wholly owned subsidiary company, 48,60,000 equity shares of erstwhile KB Mall held by the Company have been cancelled against Share Capital of the amalgamating company and no shares have been issued in pursuance to Scheme of Amalgamation

4. In respect of operating lease taken by the company, the future minimum lease rental obligation under non – cancellable operating leases in respect of these assets is Rs. 26187.69Lacs (2012 :- 27.23 lacs ).

5. The Company is primarily engaged in the activity of mall management business and considers it to be a single reportable business segment in terms of Accounting Standard 17 "Segment Reporting". The operations of the Company are within the geographical territory of India which is considered as a single geographical segment.

6. 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.

7. Previous Year comparatives:

Previous Year fgures have been regrouped, recast and reclassifed where ever necessary to confrm to current year''s presentation.


Mar 31, 2012

A) Terms/rights attached to equity shares.

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees.

In the event of liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distributions will be in proportion to the number of equity shares held by shareholder.

1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (2010-11: Rs. NIL).

2. Contingent Liabilities not provided for:

- Corporate Guarantee given to bank on behalf of Group Companies - Rs. 10,500 lacs (2010-11: Rs. NIL)

- Disputed Income Tax demand Rs. 23.67 lacs (2010-11: Rs. NIL)

Based on the decisions of Appellate authorities and the interpretation of other relevant provisions, the company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

3. scheme of Amalgamation:

Amalgamation of Future realtors (India) private Limited, prudent Vintrade private Limited and AIGL holding and Investments private Limited with the Company.

During the year a scheme of amalgamation between the company and Future Realtors (India) Private Limited, Prudent Vintrade Private Limited and AIGL Holding and Investments Private Limited (amalgamating companies) under section 391 to 394 and other provision of the Companies Act, 1956 was filed in the High Court. Under the scheme entire assets and liabilities of Future Realtors (India) Private Limited, Prudent Vintrade Private Limited and AIGL Holding and Investments Private Limited were to vest with the Company with effect from April 1, 2011("Appointed Date").The said scheme was approved by the Hon'ble High Court of Judicature at Bombay on January 20,2012. The Company filed the certified copy of the court order approving the scheme with the Registrar of Companies (ROC), Mumbai on February 10, 2012 ("Effective Date") as required under the applicable provisions of Companies Act, 1956. According the said scheme became effective from April 1, 2011 ("Appointed Date") on February 10, 2012 ("Effective Date")

The method of accounting employed by the company (As per the approved scheme)

a) The Company recorded all assets and liabilities at their respective fair values.

b) Allotted 4,46,83,440 equity shares of Rs. 10/- each to the shareholders of Future Realtors (India) Private Limited, Prudent Vintrade Private Limited and AIGL Holding & Investments Private Limited as consideration under the scheme.

c) The excess of fair value of assets over liabilities has been credited to Capital Reserve.

4. scheme of amalgamation:

i. amalgamation of agre properties & services Limited, wholly owned subsidiary, with the Company

Agre Properties & Services Limited, a wholly owned subsidiary of the Company, on May 08, 2012 filed a scheme of amalgamation with the company with the Hon'ble High Court of Judicature at Mumbai. The scheme shall be given effect in the books with effect from appointed date of April 1,2011 upon receipt of necessary approval.

ii. amalgamation of KB Mall Management Company Limited, wholly owned subsidiary, with the Company KB Mall Management Company Limited, a wholly owned subsidiary of the Company, on May 08, 2012 filed a scheme of amalgamation with the company with the Hon'ble High Court of Judicature at Mumbai. The scheme shall be given effect in the books with effect from appointed date of January 1, 2012 upon receipt of necessary approval.

5. As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below :

The estimate of rate of escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotions and other relevant factors including supply and demand in the employment market. The above Information is certified by the actuary.

Since the Company was not obliged to fund for its gratuity liability and leave encashment, there are no returns on the planned assets and hence the details related to changes in fair value of assets have not been given.

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. 27.23 lacs (2010-11: Rs. 69.36 lacs). The Lease Rent payable not later than one year is Rs. 9.72 lacs (2010-11: Rs. 18.69 lacs), payable later than one year but not later than five years is Rs. 17.51 lacs (2010-11: Rs. 50.68 lacs) and payable later than five years is Rs. NIL (2010-11: Rs. NIL).

7. 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.

Disclosure in respect of Material related party transaction during the year:

1. Mall Maintenance Charges include Agre Properties & Services Limited Rs. 45.75 lacs (2010-11: Nil)

2. Deposit given includes Precision Realty Developers Private Limited Rs.106.85 lacs (2010-11: Rs. Nil)

3. Reimbursement of Expenses includes Agre Properties & Services Limited Rs. 177.60 lacs (2010-11: Rs. Nil)

4. Project Management Consultancy includes Aashirwad Malls Private Limited Rs. 90.00 lacs (2010-11: Nil), Future Retail Destination Pvt. Ltd. Rs. 74.14 lacs (2010-11: Nil), Future Trade Market Private Limited Rs. 38.24 lacs (2010-11: Nil) and Sattva Realtors Private Limited Rs. 69.88 lacs (2010-11 Rs.Nil)

5. Interest expenses include Niyman Mall Management Company Private Limited Rs. 38.83 lacs (2010-11: Rs. Nil).

6. Interest income include Ojas Mall Management Private Limited Rs. 548.02 lacs (2010-11: Rs. Nil), KB Mall Management Co. Limited Rs. 875.53 lacs (2010-11: Rs. Nil) Suhani Mall Management Company Private Limited 211.06 lacs (2010-11: Nil)

7. Car Lease Rental include Ms. Priyanka Dabriwala Rs. 3.36 lacs (2010-11: Rs. 1.68 lacs)

8. Loans and Advances given /returned (Net) to Joint Ventures includes Vishnu Mall Management Private Limited Rs. 4846.61 lacs (2010-11: Rs. Nil) and Loan given to Subsidiaries includes KB Mall Management Company Limited Rs. 231.53 lacs (2010-11: Rs. Nil)

9. Loans and Advances taken /repaid (Net) includes Agre Properties & Services Limited Rs. 1511.37 lacs (2010-11: Rs. 15.00 lacs), Precision Realty Developers Private Limited Rs. 2959.7 lacs (2010-11: Rs. Nil)

10. Capital work in progress include K B Mall Management Company Limited Rs. 306.61 lacs (2010-11: Nil)

11. Investment includes Future Trade Market Private Limited Rs. 3865 lacs (2010-11: Nil) and Suhani Mall Management Company Private Limited 1680.97 lacs (2010-11: Nil)

12. Rent paid includes Agre Properties & Services Limited Rs. 78.18 lacs (2010-11: Nil)

13. Sale of Investment includes Future Trade Market Private Limited Rs. 4900 lacs (2010-11: Nil)

14. 804 shares has been allotted to Sumit Dabriwala under the scheme of amalgamtion.

All the above loans and advances are interest bearing except in case of Riddhi Siddhi Mall Management Private Limited, Kshitij Retail Destination Private Limited and Precision Realty Developers Private Limited.

8. previous Year Comparatives:

Previous Year figures have been regrouped, recast and reclassified where ever necessary to confirm to current year's presentation.

9. The name of the Company has changed from Agre Developers Limited to Future Market Networks Limited on February 6, 2012.

10. 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.


Mar 31, 2011

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).

 
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