| 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.
2. SCHEME OF AMALGAMATION OF M/s. TANMAI JEWELS (P) LIMITED WITH THE
COMPANY UNDER SECTION 391 AND 394 OF THE COMPANIES ACT, 1956.
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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