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Notes to Accounts of Kalpa Commercial Ltd.

Mar 31, 2015

1 . Scheme of Amalgamation

I Amalgamation of freesia construction private limited ( hereinafter referred as transferor company ) with the company, in terms of the scheme of amalgamation framed under section 391 and 394 of the Companies Act, 1956, has been approved by the Hon'ble High Court of Delhi at New Delhi vide its order dated 12th day of March ,2013. The scheme of amalgamation has been approved with effect from the appointed date i.e 01st day of April ,2011

II Transferor Company is primarily engaged in the business of construction.

III The amalgamation is accounted for under the "pooling of interest method'' as prescribed by the Accounting standards-14 'Accounting for Amalgamations' notified under Company (Accounting Standards) Rules.

IV In terms of the scheme of Amalgamation, as approved by the Hon'ble Delhi High Court, the amalgamation is operative with effect from the Appointed Date -01st April, 2011. Hence, it been given effect in the financial statement of the company for the year ended 31st March, 2013.

V The assets and liability of the transferor company have been accounted for in the books of account of the company in accordance with the approved scheme .

VI The income accruing and expenses incurred by the Transferor company from 1st April,2011 onwards have been clubbed and effects of same have been incorporated in the statement of profit and loss drawn for current Financial year, as the transferor company carried on the existing business in 'trust' on behalf of the Company and all the vouchers , documents etc for that period were made in the name of Transferor Company.

VII The salient features of the scheme of Amalgamtion are as follows:

a That all the property, rights and powers of the transferor companies ( as specified in the scheme) be transferred without further act or deed to the company and accordingly the same shall pursuant to Section 394(2) of the companies Act, 1956 be transferred to and vest in the company for all the interest of the transferor companies therein but subject nevertheless to all charges now affecting the same.

b That all the liabilities and duties of the transferor companies be transferred without further act or deed to the Transferee company and accordingly the same shall pursuant to section 394(2) of the Companies Act, 1956 be transferred to and become the liabilities and duties of the transferee company; and

c That all the proceedings now pending by or against the Transferor Companies be continued by or against the Transferee Company.

d Upon the scheme finally coming into effects and in consideration of the transfer and vesting of all the said assets and liabilities of the Transferor Companies to the Transferee Company in terms of the scheme , the Transferee company shall, without any further application or deed, issued and allotted Equity Shares(s) of the face value of Rs. 10/- each in the Transferee Company, credited as fully paid up, to the Members of the Transferor Companies whose names appears in the Register of Members as on a particular date (Record date / Allotment date), to be fixed by the Board of Directors of the company.

e The Authorized Share Capital of the Transferor company will get merged to form new Authorised capital of the company.

f All the reserves of the Transferor Companies under different heads shall become the corresponding reserves of the Transferee Company. Similarly, balance in the profit & loss accounts of the Transferor and Transferee Companies will also be clubbed together.

g In terms of the provisions of the Accounting Standard 14, any surplus/ deficit arising out of Amalgamation shall be adjusted In the Reserves of the company.

2. Related party disclosures

Related parties with whom transactions have taken place during the year : NIL

3. The Company had sought confirmation from its vendors on their status. Therefore based on the information available with the management there are no dues outstanding to parties covered under the Micro, Small and Medium Enterprises Development Act, 2006.

4. Balances of Parties under the head- Trade payable, Other Current Liabilities, Trade Receivables and Long Term Loans and advances given/ taken are subject to confirmation and reconciliation thereof if any.

5. Previous year's comparative figures have been regrouped/recasted wherever necessary.

6. The previous year figures have been audited by another firm of Chartered Accountants.


Mar 31, 2013

1(B) Equity Shares held by Holding Company-Nil

1(C) Disclosure of Shareholders holding more than 5% ofthe Share Capital

1(D) Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation ofthe company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1(E) Shares allotted as fully paid up pursuant to contract(s) without payment being received in cash 10,000,000 equity Shares have been allotted as fully paid up to the shareholders of erstwhile Freesia Construction Private Limited, pursuant to the scheme onAmalgamation. (ReferNote20)

I Amalgamation of Freesia Construction Private Limited (hereinafter referred as ''transferor company'') with the Company, in terms ofthe Scheme of Amalgamation framed under sections 391 and 394 of the Companies Act, 1956, has been approved by the Hon''ble High Court of Delhi at New Delhi vide its orderdated 12th day of March, 2013.The scheme of Amalgamation has been approved with effect from the appointed date i.e.01st day of April, 2011

II Transferor company is primarily engaged in the business of construction.

III The amalgamation is accounted for under the "Pooling of Interest Method" as prescribed by the Accounting Standard -14 ''Accounting for Amalgamations'' notified under Company(Accounting Standards) Rules.

IV In terms of the Scheme of Amalgamation, as approved by the Hon''ble Delhi High Court, the amalgamation is operative with effect from the Appointed Date-01st April, 2011. Hence, it has been given effect in the financial statement ofthe Company forthe year ended 31st March, 2013.

V The assets and liabilities ofthe Transferor Company have been accounted for in the books of account of the Company in accordance with the approved scheme.

VI The income accruing and expenses incurred by the Transferor company from 01st April, 2011 onwards have been clubbed and effects of same have been incorporated in the statements of Profit and Loss drawn for current financial year, as the Transferor Company carried on the existing business in ''trust'' on behalf ofthe Company and all the vouchers, documents, etcforthat period were made in the name of Transferor Company.

VII The Salient features ofthe Scheme of Amalgamation are as follows:

a That all the property, rights and powers of the Transferor Companies (as specified in the scheme) be transferred without further act or deed to the Company and accordingly the same shall pursuant to Section 394(2) ofthe Companies Act, 1956 be transferred to and vest in the Company for all the interest of the Transferor Companies therein but subject nevertheless to all charges now affecting the same.

b That all the liabilities and duties ofthe Transferor Companies be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to Section 394(2) of the Companies Act, 1956 be transferred to and become the liabilities and duties of the Transferee Company; and

c That all the proceedings now pending by or against the Transferor Companies be continued by or against theTransferee Company.

d Upon the Scheme finally coming into effect and in consideration ofthe transfer and vesting of all the said assets and liabilities of the Transferor Companies to theTransferee Company in terms of the Scheme, the Transferee Company shall, without any further application or deed, issued and allotted Equity Share(s) ofthe face value of Rs. 10/- each in theTransferee Company, credited as fully paid up, to the Members ofthe Transferor Companies whose names appear in the Register of Members as on a particulardate (Record Date/Allotmentdate), to be fixed by the Board of Directors ofthe Company.

e The Authorised Share Capital of the Transferor Company will get merged to form new Authorised Capital ofthe Company.

f All the reserves of the Transferor Companies under different heads shall become the corresponding reserves of the Transferee Company. Similarly, balance in the Profit & Loss Accounts oftheTransferorandTransferee Companies will also be clubbed together.

g In terms of the provisions of the Accounting Standard 14, any surplus/deficit arising out of Amalgamation shall be adjusted in the Reserves ofthe Company.

The amounts relating to Freesia Construction Private Limited as at 1st April, 2011 in terms of the Scheme in the financial statement of the Company are as below:

2 Estimated amount of Contracts remaining to be executed on capital account and not provided for- NIL

3 The Company had sought confirmation from its vendors on their status Therefore based on the information available with the management there are no dues outstanding to parties covered under the Micro, Small and Medium Enterprises Development Act, 2006.

4 Balances of parties under the head - Trade Payables, Other Current Liabilities, Trade Receivable and Long Term Loans and Advance are subjectto confirmation and consequential adjustments, if any.

5 No employees were in receipt of orwere entitled to receive emoluments in aggregate to Rs. 24,00,000/- ormore per annum if employed for full year or Rs 2,00,000/-or more per month if employed for the part of the year.

6 The Company operates in only one business segment. There are no separate reportable segment in terms of Accounting Standard AS-17 "Segment Reporting issued by the Institute of Chartered Accountants of India.

7 Previous year figures are regrouped/rearranged/reclassified, wherever considered necessary to conform to the current year presentation.

 
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