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Notes to Accounts of Future Market Networks Ltd.

Mar 31, 2018

1. BACKGROUND

Future Market Networks Limited (The Company) is a public limited company incorporated in India under the provisions of Companies Act, 1956 and validly existing under Companies Act, 2013. Equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. The company is engaged in the business of building capacity and enabling the infrastructure for future markets in a more efficient and cost effective manner. It aims to create a network of new markets by integrating and better organizing the modern wholesale trade, retail and logistics infrastructure in India. The Company is currently managing approximately 1 million sq ft of retail space and owns various real estate properties across India.

Estimation of fair value

Estimation of fair value - The fair valuation is based on current prices in the active market for similar properties. The main inputs used are quantum, area, location, demand, restrictive entry to the complex, age of building and trend of fair market rent in respective area. This valuation is based on valuations performed by an accredited independent valuer. Fair valuation is based on replacement cost method.

(i) During the Financial Year 2017-18, the Company has acquired 100% shares of Gati Realtors Private Limited

(ii) Further, the Company also acquired 100% stake in Future Trade Markets Private Limited (erstwhile Joint Venture Limited) by purchasing the balance 43,869 shares from the other co-venturer.

In July 2016, the Board of directors resolved to dispose 10 Acres Mall situated at Ahmedabad which is vested with the Company through an approved scheme of amalgamation. The buyer has been identified and the part of the property has been transferred. The balance sale portion is expected to be completed within next 12 months. The asset is presented separately under assets held for sale

Non-recurring fair value measurements

Assets classified as held for sale during the reporting period was measured at the lower of its carrying amount and fair value less costs to sell at the time of the reclassification. The fair value of the assets was based on the proposed sales considertion negotiated with the buyer.

Terms and Rights attached to equity shares:-

The company has only one class of equity shares having a par value of '' 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.

Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2018) including equity shares issued pursuant to contract without payment being received in cash

(i) In Financial Year 2015 -16 - Allotted 3,16,750 equity shares of '' 10/- each under FMNL - ESOS 2012 on December 11, 2015.

(ii) In Financial Year 2016 -17 - Allotted 1,20,125 equity shares of '' 10/- each under FMNL - ESOS 2012 on December 14, 2016.

Pursuant to the scheme of amalgamation of Manz Retail Private Limited, ESES Commercials Private Limited, PIL Industries Limited, Future Corporate Resources Limited, Gargi Business Ventures Private Limited, Weavette Business Ventures Limited with Suhani Trading and Investment Consultants Private Limited and their respective shareholders sanctioned by the National Company Law Tribunal, Mumbai Bench vide order dated October 18, 2017 and filed with ROC on November 14, 2017, the shares held by transferor companies in Future Market Networks Ltd now vested with Suhani Trading and Investment Consultants Private Limited.

Nature and purpose of other reserves

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

FVOCI equity investments

The company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The group transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Future Market Networks Limited Employee stock option plan.

Secured borrowings and assets pledged as security

i) Bank overdraft (for previous year) secured by first and pari-passu hypothecation charge of all existing and future current assets including receivables of the borrower and personal guarantee of shareholder

The carrying amounts of financial and non-financial assets pledged as security for current and non-current borrowings are disclosed in note 28

2. Disclosure as per Indian Accounting Standard 19 - Employee Benefits Defined Contribution Plan Provident Fund

The contributions to the Provident Fund of the employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution. Employer’s Contribution to Provident Fund amounting to Rs.16.21 Lakhs (previous year Rs.12.99 Lakhs) has been recognized as an expense in the Statement of Profit and Loss.

Defined Benefit Plan

Gratuity

The Company operates a gratuity plan administered by LIC. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or company scheme whichever is beneficial. The same is payable at the time of separation from the company or retirement, whichever is earlier. The benefits vest after five years of continuous service.

3(a) Fair value hierarchy

Investment in Mutual Funds which are measured at Fair Value through Profit and Loss Account are measured under Level 1.

Assets and liabilities which are measured at amortised cost for which fair values are disclosed are calculated under Level 3 except loans and security deposits which is measured at Level 2.

Investment in Equity Shares which are measured at Fair Value through Other Comprehensive Income are measured under Level 3.

Valuation processes

The Company has obtained assistance of independent and competent third party valuation experts to perform the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. Discussions of valuation processes and results are held between the Company and the valuer on periodic basis. Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of trade receivables, trade payables, cash and cash equivalent, Bank balances other than above, other financial assets and other financial liabilities approximate their carrying amounts largely due to short term maturities of these instruments.

2. The fair values for loans and security deposits were calculated based on cash flows discounted using a current lending rate. They are classified as level 2 in the fair value hierarchy due to the inclusion of observable inputs.

3. The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

4. For financial assets and liabilities that are measured at fair value, the carriying amounts are equal to the fair values.

5. The fair value of the long-term Borrowings with floating-rate of interest is not impacted due to interest rate changes and will not be significantly different from their carrying amounts as there is no significant change in the under-lying credit risk of the Company borrowing (since the date of inception of the loans). Further, the Company has no long-term Borrowings with fixed rate of interest.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

4. Financial risk management

The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company’s senior management has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk are reviewed regularly to reflect changes in market conditions and the company’s activities.

A. Market risks

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. The company is not exposed to any foreign currency risk as neither operates internationally nor has any foreign currency transaction.

(a) Price Risk - Exposure:

The Company’s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet at fair value through OCI. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

B. Credit Risks

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

Trade receivables

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management.

The Company measures the expected credit loss of trade receivables and loan & advances customers wise based on historical trend. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, adequate provision for the loss on collection of receivable has been made.

C. Liquidity Risk:

Liquidity risk is the risk that the company will face in meeting its obligations associated with its financial liabilities. The company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the company’s credit rating and impair investor confidence.

The following table shows the maturity analysis of the company’s financial liabilities based on contractually agreed undiscounted cash flows as at the balance sheet date:

D. Capital Management

The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company does not distribute dividends to the shareholders.

5. Segment information

In accordance with the Accounting Standard Ind-AS 108 - Operating Segment, segment information has been given in the consolidated financial statements of Future Market Networks Limited, no separate disclosure of segment reporting is required in these financial statements.

6. Acquisition of Subsidiaries:

a. Gati Realtors Private Limited:

On August 14, 2017 the company has accquired 10,000 Equity Shares of Gati Realtors Private Limited, being 100% shareholding of the company.

Subsequent to the accquisition of the 100% equity holding, during the year additional 10,852,500 shares were issued to the company at FV of Rs.10/- resulting in a total investment of Rs. 1,085.68 Lakhs

The acquisition of the specified assets referred to as " Business Combination" under Ind AS 103.

Total Purchase Consideration transferred:- Rs.0.42 Lakhs (entire cash) upon accquidition

The fair value of net assets acquired as at the date of acquisition were Rs.0.42 Lakhs

b. Future Trade Markets Private Limited.

The Company was holding 70% of the share captial in Future Trade Markets Private Limited. Pursuant to share purchase and buy back agreement dated August 16, 2017, the company has accquired 43,869 equity shares of Future Trade Markets Private Limited (Classified as a Joint Venture upto 31.03.2017) from the other co-venturer, being 5% of the share holding of the company and the balance 25% shareholding held by the other co-venturer was bought back by Future Trade Markets Private Limited. As a result, Future Trade Markets Private Limited became a wholly owned subsidiary of the Company.

The above acquisition of the specified assets referred to as " Business Combination" under Ind AS 103.

Total Purchase Consideration paid for the purpose of accquisition:

Upto August 16, 2017: 6,14,161 shares at a cost of Rs.3866.00 Lakhs fair value of such shares as on the date of acquiring full control was Rs.2142. 19 Lakhs During FY 2017-18: 43,869 shares at cost (which is equivalent to the fair value) of Rs.153.44 Lakhs The fair value of assets accquired and liabilities assumed as at the date of accquisition were:- Rs.2295.21 Lakhs

c. Future Retail Destination Limited

The Company is holding 50% of the shareholding in Future Retail Destination Limited. Pursuant to Share Purchase Agremeent dated 31 May, 2017 the company has agreed to purchase 1,50,00,000 shares of Future Retail Destination Limited (Classified as Joint Venture upto 31.03.2017) being balance 50% of the share holding of the said company from the other co-venturer by the end of September 2018. Further, the Company has also established full control over operations of Future Retail Destination Limited, by virtue of the agreement, thereby resulitng into a subsidiary of the Company.

Till May 31, 2017, the company has made an investment of Rs.1500 lakhs (representing 50% of the total shareholding), fair value of which as on the date of share purchase agreement is Rs.1466.82 lakhs. The fair value of assets and liabilities assumed at the date of share purchase agreement were: Rs.2933.63 Lakhs

7. Share based payments

(a) Employee option plan/ Tradable Options

Future Market Networks Limited (FMNL) has granted options to eligible employees on September 24, 2012 under Employee Stock Option Scheme 2012 ("ESOS 2012"). These options shall vest over a period of four years in the proportion of 25% for each year from the date of grant. These options can be exercised anytime within a period of three years from the date of vesting.

(d). Method and Assumptions Used to Estimate the Fair Value of Options Granted During the Year:

The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

8. Payable to MSME

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.

Note:

(a). All the above loans have been granted for business purposes, except loan amounting to '' 2150.00 lakhs which has been granted to Unique Malls Private Limited, being promoter contribution, for the purpose of obtaining bank finance.

(b). All the above loans are interest bearing except loan to Gati Realtors Private Limited & Star Shopping Centres Private Limited which is in the nature of business advance, and promoter contribution to Unique Malls Private Limited as stated above.

9. Contingent Liabilities not provided for:

(a) Corporate Guarantee given to bank on behalf of Companies- Rs.52,450 Lakhs (2017: Rs.64,950 Lakhs)

Note: As on May 25, 2018, being the date of adopting the Financial Statements the amount of Corporate Guarantee is Rs.18,700 Lakhs (Refer note 34)

(b) Service Tax disputed demand - Rs.779.80 lakhs (2017: Rs.779.80 lakhs)

The demand is related to the tax liabilities of the erstwhile owner of the commercial property situated at D-09, Dhanvantari Chikitsa Kendra Yojna, Nanakheda, Ujjain, Madhya Pradesh - 456010. The property was acquired from a financial institution and not from the alleged assesse/erstwhile owner.

Based on the interpretation of other relevant provisions, the Company has been legally advised that the demand is not maintainable and the Company already filed a writ petition before Hon’ble High Court MP challenging the demand and accordingly no provision has been made.

(c) In an Arbitration proceedings before the sole Arbitrator, appointed by the Hon’ble High Court of Calcutta, in respect of disputes arose out of termination of a license agreement related to a shopping mall, the Arbitrator has awarded a net amount of Rs.12,90,52,379/- (Rupees Twelve Crore Ninety Lakhs Fifty Two Thousand Three Hundred Seventy Nine Only) to the Claimant after allowing certain counter claims of the Company.

The Company has filed an Arbitration Petition challenging the arbitration award U/s 34 of Arbitration and Conciliation Act, 1996 before the Hon’ble High Court, Calcutta.

Claimant through its Proprietor has also challenged the aforesaid arbitration award before the Hon’ble High Court, Calcutta.

The matters are pending before the High Court, Calcutta.

(d) The Company has sub lease rights with respect to a shopping mall in Mumbai and there were serious disputes amongst the parties under the said arrangement. During the year 2017-18, the parties have arrived at a settlement in a suit filed by the Company and tendered consent terms with Hon’ble High Court of Bombay in the suit filed by the Company. The consent terms deals with settlement of long standing dispute between the Company including settlement of past claims of sub lessor and in terms of the settlement entire outstanding till 30th June 2017 is settled for an amount of Rs.35.10 Cr, which is payable over a period of 3 years (over and above the existing receivables standing in the books) and the arrangement provides for future lease period and reduced rentals for the sub lease period upto August 2027. The arrangement deals with entitlement of lease rental in respect of premises owned by various third parties and a minority of such third party owners have intervened in the matter raising objections with respect of approval of consent terms by the Hon’ble Court. The Court has taken the consent terms on record but not yet issued an order sanctioning the consent terms. In case, the consent terms are accepted as filed, the Company will have to honour its payment obligations for the said amount after paymnets made, if any, and the parties shall be administrated in terms of the said consent terms. However, if the consent terms are not approved as agreed by the parties, it shall be relegated to the original position of the suit filed by the Company . In view of this, the above has been disclosed as contingent liabilities pending approval of Hon’ble High Court in relation to the consent terms.


Mar 31, 2016

b) Rights and restrictions attached to shares

The company has only one class of equity shares having a par value of '' 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.

d) Shares reserved for issue under options

The Company has 1,22,250 (previous year 4,39,000) equity shares reserved for issue under Employee Stock Option Scheme as at March 31, 2016. (Refer note 37)

(e) Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2016) including equity shares issued pursuant to contract without payment being received in cash

(i) In Financial Year 2010-11 - Allotted 1,11,70,966 shares of Rs. 10/- each under scheme of arrangement (demerger) approved by Bombay High Court on August 24, 2010.

(ii) In Financial Year 2011-12 - Allotted 4,46,83,440 equity shares of Rs.10/- each under the scheme of amalgamation approved by Bombay High Court on Januray 20, 2012.

(iii) In Financial Year 2015 -16 - Allotted 3,16,750 equity shares of Rs. 10/- each under FMNL - ESOS 2012 on December 11, 2015.

i) (a) Rs. 2,125 Lakhs (2015 Rs.3,250 Lakhs) - First Pari Passu charge on all the current assets at the Malls of the Company (b) Hypothecation of all the movable properties at the Malls of the Company (c) First Pari Passu charge / assignment of all the revenues and receivables, trust and retention account and any other bank account of the Malls of the company (d) Personal Guarantee of the Promoters

ii) (a)Term Loan of Rs. 9,348.45 Lakhs (2015: Rs. 12,690 Lakhs) are secured by (b) Charge on Assets of ''10,500 Lakhs created out of the proposed Term Loan. (c) First Pari Passu Charge on the movable fixed assets pertaining to the mall management division of the company amounting to Rs. 100 cr (d) Second Pari Passu charge on the immovable property owned by M/s Bansi Mall Management Company Private Limited (e) Personal Guarantee of the Promoters.

iii) (a) Term Loan of Rs.10,000 Lakhs (2015: Rs. 10,000 Lakhs) are secured by (b) First pari pasu charge on the immovable property owned by Bansi Mall Management Company Private Limited Located at SOBO Central Mall (c) Corporate Guarantee of Bansi Mall Management Company Private Limited (d) Personal Guarantee of the Promoters

iv) Term Loan are repayable as follows: Rs. 7,441.25 Lakhs is repayable in 2017-18, Rs. 4,282.20 Lakhs is repayable in 2018-19 and Rs. 3,500.00 Lakhs is repayable in 2019-20.

(Rate of interest between 12.40% to 13.95% p.a.)

1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.31.02 Lakhs (2015: Rs. 94.29 Lakhs),

2. Contingent Liabilities not provided for:

(a) Corporate Guarantee given to bank on behalf of Companies- Rs. 64,950 Lakhs (2015: Rs.68,700 Lakhs)

(b) Income tax demand Rs. 1,302.52 Lakhs (2015: Rs1,357.23 Lakhs)

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) In an Arbitration proceedings before the sole Arbitrator, appointed by the Hon''ble High Court of Calcutta, in respect of disputes arose out of termination of a license agreement related to a shopping mall, the Arbitrator has awarded a net amount of Rs 1,290.52 Lakhs to the Claimant after allowing certain counter claims of the Company. The Company is in the process of filing an appeal / application against the award in terms of the applicable provision of law before the Hon''ble High Court of Calcutta.

3. Disclosures requires by Accounting Standard 15 “Employee benefits”

A. Defined Contribution Plan - Provident Fund

The contributions to the Provident Fund of the employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution.

Employer''s Contribution to Provident Fund amounting to Rs 10.12 Lakhs (previous year Rs 8.89 Lakhs) has been included in Note 21 under Contribution to Provident and Other Funds.

B. Defined Benefit Plan - Gratuity

The Company accounts for its liability for future gratuity benefits based on the actuarial valuation, as at the balance sheet date, determined by an Independent Actuary using the Projected Unit Credit method and is provided for. The Company''s gratuity plan is non-funded. Actuarial gains and losses are recognized in the Statement of Profit and Loss in the year in which they occur.

4. Earnings per Share:

Basic Earnings per share is calculated by dividing the net profit for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to the equity shareholders and the weighted average number of equity shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

5. Expenditure in Foreign Currency: Rs. NIL (2015: Rs.NIL)

6. Earnings in Foreign Currency: Rs. NIL (2015: Rs.NIL)

Note:

- All the above loans have been granted for business purposes, except loan amounting to INR 3750.00 Lakhs which has been granted to Unique Malls Private Limited, being promoter contribution, for the purpose of obtaining bank finance.

- All the above loans are interest bearing except loan to Riddhi Siddhi Mall Management Private Limited which is in the nature of business advance, and promoter contribution to Unique Malls Private Limited as stated above.

7. 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.

8. Employee Stock Option Scheme

Future Market Networks Limited (FMNL) has granted options to eligible employees on September 24, 2012 under Employee Stock Option Scheme 2012 ("ESOS 2012"). These options shall vest over a period of four years in the proportion of 25% for each year from the date of grant. These options can be exercised anytime within a period of three years from the date of vesting.

In respect of the above stock options granted pursuant to the Scheme, the intrinsic value of the options (excess of market price of the share over the exercise price of the option) is treated as discount and accounted as employee compensation over the vesting period.

9. The borrowing cost capitalized during the year ended March 31, 2016 was Rs 632.48 Lakhs (2015: Rs 247.60 Lakhs)

10. Previous Year Comparatives:

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


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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