president & cfo - UB Group

Consolidated Financial StatementSchedules forming part of account for the year ended March 31, 2009 (Contd.)19. NOTES ON ACCOUNTS1. Contingent Liabilities Rs. Million2009 2008a) Guarantees given by the Company’s bankers for which CounterGuarantees have been given by the Company172.217 141.942b) Disputed claims against the Company not acknowledged as debts,currently under appeal / sub judice:(i) Excise demands for excess wastages and distillation losses 238.384 231.804(ii) Other miscellaneous claims 244.274 367.582(iii) Income Tax demand (including interest) under appeal 1,436.973 211.573(iv) Sales Tax demands under appeal in various states 604.036 682.086c) Co-accepted bills of Tie-up Units - since fully settled 15.016 216.740d) Claims from suppliers not acknowledged as debts 45.490 50.967The Management is hopeful of succeeding in the above appeals /disputes based on legal opinions / legalprecedents.2. A. The Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956 for the amalgamationof Shaw Wallace & Company Limited (‘SWCL’), a subsidiary company, and Primo Distributors Private Limited(‘Primo’), a wholly owned subsidiary company, (together ‘Transferor Companies’) with the Company (‘theScheme’) and their respective shareholders, with effect from April 1, 2007 being the Appointed Date, hasbeen sanctioned by Hon’ble High Court of Karnataka, Hon’ble High Court of Judicature at Bombay andHon’ble High Court at Calcutta.Upon necessary filings with the respective Registrar of Companies, the Scheme has become effective on July6, 2009 and effect thereof have been given in the accounts. Consequently,a. In terms of the Scheme the entire business and undertaking of Transferor Companies including all assetsand liabilities, as a going concern, stand transferred to and vested in the Company (hereinafter referredto as ‘Amalgamation’) with effect from April 1, 2007 being the Merger Appointed Date.b. Primo ceased to be subsidiary of the Company and Shaw Wallace Breweries Limited (SWBL) became adirect subsidiary of the Company. Primo stand dissolved without being wound up. SWCL will be dissolvedwithout winding up by separate order by the Hon’ble High Court at Calcutta.c. The SWCL was engaged in manufacture and sale of potable alcohol and Primo was engaged in thebusiness of distribution of alcoholic beverages.(I)(a) In Consideration of the amalgamation, the Company will issue:7,749,121 equity shares of Rs.10/- each aggregating to Rs.77.491 Million in the ratio of 4 (four) fully paidup Equity Shares of the face value of Rs.10/- each of the Company for every 17 (Seventeen) fully paid upequity shares of Rs.10/- each held in SWCL. [also refer Note 2 A (II) below]:Pending issue of these Equity Shares, a sum of Rs. 77.491 million has been shown under Equity ShareCapital Suspense. Subsequently, on July 24, 2009, the allotment of the Company’s shares to the eligibleshareholders of SWCL has been completed. Steps have been taken to list the shares with the stockexchanges where existing shares of the company are currently listed.(b) As primo was a wholly owned subsidiary of the Company, no consideration was payable pursuant toamalgamation of Primo with the Company.100