president & cfo - UB Group

Schedules forming part of account for the year ended March 31, 2009 (Contd.)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 the 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.(II) Pursuant to the Scheme, Equity Shares to be issued as above include 4,925,231 Equity Shares of Rs.10/- eachfully paid up to Palmer Investment Group Limited(Palmer), R.G.Shaw & Company Limited (R G Shaw), JIHLNominees Limited (JIHL Nominees), Shaw Scott & Company Limited (Shaw Scott), Shaw Darby & CompanyLimited (Shaw Darby) and Thames Rice Milling Company Limited (Thames Rice), subsidiaries of the Company,in exchange for the 20,932,244 Equity Shares of Rs.10/- each fully paid up held by them in the share capitalof SWCL, in the proportion of Equity Shares held by them respectively.(III) Pursuant to the Scheme, 10,282,553 Equity Shares of Rs.10/- each fully paid up held by SWCL and 1,306,431Equity Shares of Rs.10/- each fully paid up held by Primo in the share capital of the Company, were to betransferred to the SWCL Benefit Trust and the Primo Benefit Trust established by virtue of trust deeds datedJuly 25, 2008 for the benefit of SWCL and Primo respectively. Upon the Scheme becoming effective, thebeneficial interest in SWC Benefit Trust and Primo Benefit Trust stands transferred and vested in the USLBenefit Trust established by virtue of trust deed dated September 26, 2006 for the benefit of the Company.Subsequent to the year end, on June 30, 2009 SWCL has sold 10,282,553 Equity Shares held by it in theCompany in the open market, through the stock exchanges and 1,306,431 Equity shares held by Primo in theCompany has been transferred to Primo Benefit Trust on July 6, 2009 which stands vested with USL BenefitTrust in terms of the Scheme.(IV) Pursuant to the scheme, the Authorised Share Capital of the Company stands increased and reclassified,without any further act or deed on the part of the Company, including payment of stamp duty and Registrarof Companies fees, by the authorised share capital of the transferor companies amounting to Rs 2,092Million and the Memorandum of Association and Articles of Association of the Company stand amendedaccordingly without any further act or deed as the part of the Company.(V) Accounting for AmalgamationThe amalgamation of the Transferor Companies with the Company is accounted for on the basis of thePurchase Method as envisaged in the Accounting Standard (AS) -14 on Accounting for Amalgamationsspecified in the Companies (Accounting Standard) Rules 2006 and in terms of the Scheme, as below:a. All tangible assets [excluding investment in shares held by the Transferor Companies in the Companyand the interest in the USL Benefit Trust in accordance with the terms of the Scheme as explained in Note2(A)(III) above] and liabilities of the Transferor Companies at their respective fair values.b. Interest in USL Benefit Trust, arising from the terms of the Scheme as explained in Note 2(A)(III) above,has been accounted as Investment, valued and recorded, in the manner prescribed in the Scheme, at theaverage of the weekly high and low of the closing price of the Company, on the stock exchange wherethe shares of the Company are more frequently traded in terms of turnover, for the period ended sixmonths preceding the Appointed Date, i.e. April 1, 2007, aggregating to Rs. 9,256.006 Million.c. The equity shares directly held by the Company in the Transferor Companies stand cancelled and debitedto General Reserve of the Company [refer (d) below].47