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Notes to Accounts of Vaishnavi Gold Ltd.

Mar 31, 2010

1. The previous years figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the accounts and other disclosures relating to the current year. on account of merger previous year figures were clubbed according to the merger scheme.


On 31.10.2009 the Board of Directors approved a scheme of amalgamation ("the Scheme") of Tanmai Jewels (P) Limited ("Transferor Company") with the Company ("Transferee Company") under section 391 and 394 of the Companies ACT, 1956. On 05.02.2010 the Company filed a petition for the approvals of the scheme with the Honble High Court of Andhra Pradesh ("the Court"). The Court approved the scheme vide its order dated 13-08-2010 with the appointed date as 01-05-2008. The scheme will be effective from the date on which the certified true copy of the scheme is filled with Registrar of Companies. The certified true copy of the scheme was filed with the Registrar of Companies on 10.09.2010 The salient features of the scheme are as follows:

The transferee company shall, upon the scheme coming into effect, record the assets and liabilities of the transferor company vested in it pursuant to this scheme at the respective book values thereof and in the same form as appearing in the books of the transferor company at the close of business of the day immediately preceding the appointed date.

10,498,500 Equity shares of Rs. 10/- each of the company (representing 66.75% of post merger share capital) were issued to the shareholders of Tanmai Jewels (P) Limited in the ratio of 3 fully paid-up equity shares of Rs. 10 each of the company for every 2 fully paid-up equity shares of Rs. 10 each held in Tanmai Jewels (P) Limited as on record date.

The transferee Company shall record the reserves of the transferor Company in the same form and at the same value as they appear in the financial statements of the transferor company at the close of business of the day immediately preceding the appointed date. Balances in Profit & Loss account of the transferor company shall be similarly aggregated with blances in Profit & Loss Account of the transferee company.

The difference between the value of net identifiable assets taken over and the consideration being face value of equity shares of the company issued is credited to General Reserve Account.

In case of any difference in accounting policy between the transferor company and the transferee company, the impact of the same till the amalgamation be quantified and adjusted in the General Reserve of the transferee company to ensure that the financial statements of the transferee company reflects the financial position on the basis of consistent accounting policy.

To the extent there are inter-corporate loans or balances between the transferor company and the transferee company, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of accounts and records of the transferee company for the reduction of any assets or liabilities, as the case may be.

All inter company transactions between transferor and transferee companies from the appointed date shall be regarded as intra company transactions.

Upon the scheme becoming fully effective, the authorized share capital of the company would be Rs. 16,00,00,000/- divided into 1,60,00,000 equity shares of Rs. 10/-each.

All taxes/cess/duties payable by or on behalf of the transferor company from the appointed date onwards including all or any refunds and claims, including refunds or claims pending with the revenue authorities and including the right of carry forward of accumulated losses, shall, for all purposes, be treated as the tax/cess/duties, liabilities or refunds, claims and accumulated losses of the transferee company.

The amalgamation is in the nature of a merger has been accounted for as prescribed by the accounting standard 14-Accounting for amalgamation (hereinafter referred to as AS 14) and in accordance with the requirements of the approved scheme.

3. Pursuant to the Scheme of Amalgamation the Company has allotted 10,498,500 shares to the shareholders of Transferor Company as on 15.10.2010 however since the appointed date for the Scheme was 01.05.2008 the said allotment has been considered in the current and previous year.

4. Loans & Adances, Sundry debtors and creditors balances are subject to confirmation.

5. Contingent Liabilities NIL

6. Previous year figures have been regrouped in appropriate cases.

7. Schedules from 1 to 11 forms an integral part of Balance sheet and Profit and loss account.

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