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Notes to Accounts of Integra Garments And Textiles Ltd.

Mar 31, 2015

1 There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2015. This information as required to be disclosed under 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.

2 The Company is engaged in Manufacturing of textiles Products which is considered as the only reportable business segment.

3 The Company reviewed the old provision for expenses / liability and has written back the amount which are not payable, hence the expenses for the year are net of written back amount.

4 Mens Club s.p.a., the Company's subsidiary was liquidated and all the formalities with reference to the liquidation are in advance stage. Therefore the financials of the subsidiary is not consolidated. The loss on account of liquidation will not exceed original investment amount of R 3 lacs.

5 Related Parties transactions during the year.

During the year Rent of R20226 (Previous year Nil ) has been paid to associate company i.e. Morarjee Textiles Ltd.


Mar 31, 2014

1. a) Terms / rights to Equity Shares

The Company has only one class of shares referred as equity shares having a par value of Rs.3/- per share. Each holder of equity shares is entitled to one vote per share. 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 to their shareholding.

b) Terms / rights attached to Preference Shares

5% Redeemable Cumulative Non- Convertible Preference Shares of Rs.1/- each, Redeemable at anytime before the expiry of 20 years from the date of allotment (i.e. 16th August, 2012) of the said preference shares at the option of the Company. The holders of the said Preference Shares shall not have any right to vote in any manner before the Company at any meeting except on resolutions placed before the Company at any meeting which directly affects their rights.

9% Redeemable Cumulative Non- Convertible Preference Shares of Rs.1/- each, Redeemable at anytime between 16th February, 2014 to 15th August, 2017 at the option of the Company. The holders of the said Preference Shares shall not have any right to vote in any manner before the Company at any meeting except on resolutions placed before the Company at any meeting which directly affects their rights.

Note : 2

Composite Scheme of Arrangement and Amalgamation (in previous year)

1 The Composite Scheme of Arrangement and Amalgamation (''Scheme'') under Sections 391 to 394 read with Sections 100 to 103 and other applicable provisions of the Companies Act, 1956 between Morarjee Textiles Limited (''MTL''), Five Star Mercantile Ltd (FSML / the Company) and Morarjee Holding Private Limited (''MHPL'') and their respective shareholders, has been sanctioned by the Honorable High Court of Judicature at Bombay vide its Order dated 29th June 2012 and has been made effective on filing of the certified copies of the Order of the court on 17th July, 2012 (''Effective date''). The Scheme, inter alia, provides for the demerger of Integra Division of the Company pertaining to garment manufacturing business along with its investments in MHPL into the Company with Appointed Date as April 01, 2011. Under the same composite scheme, MHPL would be merged with the Company with Appointed Date as January 01, 2012.

2 Pursuant to demerger:

a) Integra Division pertaining to Garment Manufacturing Undertaking of MTL has been transferred to the Company on a going concern basis.

b) As a consideration:

* One fully paid Equity Share of Rs.3 each of the Company shall be issued and allotted for every one fully paid Equity Share of Rs. 10 each held in MTL;

* One fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs.1 each of the Company shall be issued and allotted for every 10 fully paid 5% Redeemable Cumulative Non- Convertible Preference Shares of Rs. 100 each held in MTL; and

* One fully paid 9% Redeemable Cumulative Non-Convertible Preference Shares of Rs.1 each of the Company shall be issued and allotted for every 10 fully paid 9% Redeemable Cumulative Non- Convertible Preference Shares of Rs. 100 each held in MTL.

c) The exisiting equity shares of the Company held by MTL shall without any application or deed, stand cancelled without any payment.

d) The difference between excess of the book value of assets over the book value of liabilities transferred of the Integra Division transferred from MTL and the amount credited as share capital after adjusting the reduction in the capital shall be debited/credited to Business Reconstruction account of FSML.

3 Pursuant to merger:

The Company has carried out the accounting treatment prescribed in the Scheme as approved by the Hon''ble High Court of Judicature at Bombay. The required disclosures as per paragraph 42 of Accounting Standard 14 have been provided. Hence, in accordance with the Scheme:

a) All the assets and liabilities in the books of MHPL shall stand transferred and vested in the Company and shall be recorded by the Company at their respective fair values.

b) The investments in the equity share capital of the MHPL as appearing in the books of accounts of the Company, as on the appointed date of merger, shall stand cancelled

c) The difference, between the fair value of assets and the fair value of liabilities transferred to the Company after adjusting for the inter-company investments and balances, if any and after adjusting the balance in Business Reconstruction Account created pursuant to demerger be credited to General Reserve Account.

4 Pursuant to the Composite Scheme, the name i.e. FSML stands changed to Integra Garments and Textiles Ltd w.e.f. 10th August, 2012

5. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2014. This information as required to be disclosed under 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.

6. The Company is engaged in Manufacturing of textiles Products which is Considered as the only reportable business segment.

7. Lease Rent of previous year includes rent, compensation paid to landlord and service tax amount with interest.


Mar 31, 2013

Note : 1

Composite Scheme of Arrangement and Amalgamation

1 The Composite Scheme of Arrangement and Amalgamation (''Scheme'') under Sections 391 to 394 read with Sections 100 to 103 and other applicable provisions of the Companies Act, 1956 between Morarjee Textiles Limited (''MTL''), Five Star Mercantile Ltd (FSML / the Company) and Morarjee Holding Private Limited (''MHPL'') and their respective shareholders, has been sanctioned by the Honorable High Court of Judicature at Bombay vide its Order dated 29th June 2012 and has been made effective on filing of the certified copies of the Order of the court on 17th July, 2012 (''Effective date''). The Scheme, inter alia, provides for the demerger of Integra Division of the Company pertaining to garment manufacturing business along with its investments in MHPL into the Company with Appointed Date as April 01, 2011. Under the same composite scheme, MHPL would be merged with the Company with Appointed Date as January 01, 2012.

2 Pursuant to demerger:

a) Integra Division pertaining to Garment Manufacturing Undertaking of MTL has been transferred to the Company on a going concern basis.

b) As a consideration:

- One fully paid Equity Share of Rs.3 each of the Company shall be issued and allotted for every one fully paid Equity Share of Rs. 10 each held in MTL;

- One fully paid 5% Redeemable Cumulative Non-Convertible Preference Shares of Rs.1 each of the Company shall be issued and allotted for every 10 fully paid 5% Redeemable Cumulative Non- Convertible Preference Shares of Rs. 100 each held in MTL; and

- One fully paid 9% Redeemable Cumulative Non-Convertible Preference Shares of Rs.1 each of the Company shall be issued and allotted for every 10 fully paid 9% Redeemable Cumulative Non- Convertible Preference Shares of Rs. 100 each held in MTL.

c) The exisiting equity shares of the Company held by MTL shall without any application or deed, stand cancelled without any payment.

d) The difference between excess of the book value of assets over the book value of liabilities transferred of the Integra Division transferred from MTL and the amount credited as share capital after adjusting the reduction in the capital shall be debited/credited to Business Reconstruction account of FSML.

3 Since the treatment of the aforesaid scheme is given effect in the current year, the figures for the current year to that extent are not comparable with those of the previous year.

4 Pursuant to merger:

The Company has carried out the accounting treatment prescribed in the Scheme as approved by the Hon''ble High Court of Judicature at Bombay. The required disclosures as per paragraph 42 of Accounting Standard 14 have been provided. Hence, in accordance with the Scheme:

a) All the assets and liabilities in the books of MHPL shall stand transferred and vested in the Company and shall be recorded by the Company at their respective fair values.

b) The investments in the equity share capital of the MHPL as appearing in the books of accounts of the Company, as on the appointed date of merger, shall stand cancelled

c) The difference, between the fair value of assets and the fair value of liabilities transferred to the Company after adjusting for the inter-company investments and balances, if any and after adjusting the balance in Business Reconstruction Account created pursuant to demerger be credited to General Reserve Account.

5 Pursuant to the Composite Scheme, the name i.e. FSML stands changed to Integra Garments and Textiles Ltd w.e.f. 10th August, 2012

2 There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2013. This information as required to be disclosed under 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 Company is engaged in Manufacturing of textiles Products which is Considered as the only reportable business segment.

4 Lease Rent includes rent, compensation paid to landlord and service tax amount with interest.

 
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