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Notes to Accounts of Golden Tobacco Ltd.

Mar 31, 2017

1. Working Capital Facilities :

2. Working capital facilities and non fund based limits of Rs. 1000 lacs (Previous Year Rs. 1000 lacs) are secured by hypothecation of inventories and book debts and further secured by way of mortgage of second charges on immovable property at Baroda and first charge on immovable property at Guntur.

3. Guarantees given by the Company''s Bankers are secured/to be secured by hypothecation of stocks, book debts, fixed deposits with banks and certain machineries, equitable mortgage of certain immovable properties at Baroda subject to prior charge in favour of Trustees for the debenture holders and /or pledge of fixed deposit receipts.

4. In respect of 12% Secured Redeemable Non-Convertible Debentures privately placed with IFCI Limited Company had in the previous year repaid the entire amount of debentures. However ,till date the Company has not received the “No Due Certificate” from IFCI in view of their unsustainable claim, therefore, the Company could not file the form for satisfaction of charge which was created on Company''s property situated at village Dhanot in the State of Gujarat and a first charge by way of hypothecation of the Company''s movable properties subject to prior charge on specified movables in favour of the Company''s Bankers for Working Capital facilities and was further secured by equitable mortgage of the Company''s immovable properties at Baroda, Gujarat ranking pari passu with the Bankers who have given working capital term loan.

5. Canara Bank, lead banker on behalf of the consortium bankers has initiated action u/s 13(4) of the SARFAESI Act for recovery of their dues in respect of Company''s properties situated at Guntur (where 1st charge was provided) and Vadodra property (where 2nd charge was provided). The Company has challenged the said action of the bankers before the DRT, Mumbai which is pending.

Further, Allahabad Bank has also taken action u/s 13(4) of the SARFAESI Act for recovery of their dues in respect of Palghar property where they have been provided security as first charge. The Company has challenged the said action of the bankers before the DRT, Mumbai which is pending.

6. Gross value of Land and Building includes a sum of Rs. 25,30,760 (Previous Year Rs. 25,30,760) being the cost of Land/Premises on ownership basis acquired in terms of agreement to purchase

7. Gross value of Land and Building includes a sum of Rs. 250 (Previous Year Rs. 250) being the cost of shares in Co-operative Societies.

8. Bifurcation of the Book value of Land and Building is not possible in view of the non-availability of separate value of certain Land and Building.

9 Land and Building includes a Flat of Rs. 66,44,825 (Previous Year Rs. 66,44,825): Net Block Rs. 33,73,283 (Previous Year Rs. 35,45,971). In the possession of a legal heir of an Ex-Employee.

10. Plant and Equipment includes certain machineries having Gross Book Value of Rs. 17,65,70,450, Accumulated Depreciation of Rs. 17,65,70,450 and Net Book Value of Rs. Nil lying with third party.

11. Land and Building includes a freehold land of Rs. 4,26,99,332 (Previous Year Rs. 4,26,99,332) at Baroda, in respect of which the Company has received order of the local collector to handover unutilized land admeasuring 1,00,000 sq m out of total area 1,98,000 sq m. to the Gujarat Government. However, the Company has challenged the said order before chief secretary of revenue of Gujarat and got the order to maintain the status quo.

12. Land and Building includes land of Rs. 1,58,75,729 (Previous Year Rs. 1,58,75,729) at Guntur which has been charged in favor of consortium Bankers. The Company has been intimated by Canara Bank the lead banker that out of 14.29 acres, 6.20 acres has been claimed by the Waqf Board. The Company has challenged the claim of the Waqf Board before Hon''ble Hyderabad High Court and is pending. However based on legal advice and favorable order in similar cases, Company is expecting favorable order.

13. The Company has given an advance of Rs. 8,43,53,073 (Previous Year Rs. 8,43,53,073) to and made an investment of Rs. 2,31,20,000 (Previous Year Rs. 2,31,20,000) in Western Express Industries Limited (WEIL), a wholly owned subsidiary Company, which has accumulated losses far in excess of its paid up capital and reserves & surplus. As explained, the management is hopeful of recovering / realising the same in due course of time in view of expected revival of activities / developments in the said subsidiary.

Further, as a nominee of the Company, WEIL had acquired 100% ownership of Raigadh Papers Limited (RPL) for a consideration of Rs. 1,20,00,000 in the year 2007. RPL is having extensive land at Raigadh, whose value, based on an independent valuer''s opinion exceeds the aggregate amount of advance given/investment made. The acquisition of ownership of RPL has strengthened the asset base of WEIL significantly and has provided adequate financial coverage to the aforesaid advance and investment by the Company in WEIL. In view of what is stated above, no provisioning has been considered necessary.

14. Refer Note no. 25.3(c) regarding advances to a subsidiary of Rs. 163,89,77,637 (Previous Year Rs. 164,84,77,637) towards realty activity

15. Pending Litigations/contingent liabilities not provided for in respect of :

16. Disputed Excise claims/demands, of Rs. 353,11,27,625 (Previous year Rs. 323,54,71,079) excluding interest liability, if any, against and/or relating to the Company and counter claims by the Company are pending or otherwise being contested before the various Excise Authorities /Courts against which the Company has paid Rs. 12,20,63,866 (Previous year Rs. 12,18,41,680) (included in Loans & Advances) under protest. In the opinion of the management, appropriate provisions have been made in the books of account in respect of Excise claims/ demands that may become payable based on the legal advice /present status of various matters. Further, various show cause notices/show cause-cum-demand notices/attachment notice have been received including remanded back from Excise Authorities by the Company and/or in relation to the Company. Since these notices are in the nature of explanations required, the Company does not consider them to constitute any liability. All these notices have appropriately been replied/attended to.

17. Excluding the claims/demands against the Company not acknowledged as debts as mentioned in (a) above:

18. Income Tax in respect of earlier years under dispute for which appeals/ rectification petitions have been / are being preferred by the Company before the various appellate authorities and / or pending final assessments: Rs. 1,13,22,97,543 (Previous Year Rs. 6,59,97,76,995) including interest and penalties against which the Company has paid/refund due Rs. 21,65,35,545 including (Previous year Rs. 10,78,25,890) (included in Loans & Advances and other current assets).

19. Other Income Tax proceedings in respect of earlier years decided in the Company''s favour by the Appellate Authorities against which the Department is in further appeals excluding further interest liability, if any : Rs. 1,69,05,24,679 (Previous Year Rs. 1,69,05,24,679).

20. Pursuant to the order dated May 12, 2016 of Hon''ble Supreme Court, the Income Tax Department vide its order dated July 13, 2016 has attached, prohibited and restrained the Company from transferring or charging its Vile Parle property to recover principal amount of tax demand (disputed by the Company).

The Hon''ble court further held that such attachment and sale shall be subject to the rights of the secured creditors in respect of the mortgaged properties. Out of the proceeds, the principal amount of tax due to the income tax department and the admitted excise dues shall be paid. - (Refer Note No. 6 )

The SICA Act 1985 (BIFR) is repealed and the Insolvency and Bankruptcy Code, 2016 (IBC) have been notified and implemented w.e.f. December 1, 2016. In view of this, the Company can approach the National Company Law Tribunal (NCLT) within stipulated time for it''s pending cases before BIFR/AAIFR, wherever necessary.

21. The Company expects to succeed in all the pending disputes, as per the expert opinions obtained by the management.

22. The Company has received notices from certain States in USA with regard to claims against cigarettes sold in those States. However, as per an expert legal opinion obtained, the Company is not liable for claims, whatsoever-amount unascertainable.

23. Guarantees and counter guarantees given by the Company to Banks/Financial Institutions / Others in respect of loans / guarantees to / for other companies Rs. 10,48,23,000 plus interest, if any (Previous Year Rs. 10,48,23,000 plus interest, if any).

The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial statements.

24. Other Commitments :

Disclosure in respect of Operating Leases :

Assets taken on lease :

25. The Company has taken various residential / commercial premises under cancelable Operating Leases. The Lease Agreements are usually renewable by mutual consent on mutually agreeable terms.

26. The rental expense in respect of Operating Leases is charged as rent under Note 23.

27. The Company''s net worth had been entirely eroded. The Company has prepared these financial statements on a going concern basis as the management is hopeful to turn around the Company''s business performance especially in the realty business segment where one of the project''s construction activities has Commenced and is expected to be completed in stipulated time frame in due course.

28. The Company as a part of development activities of Realty Division :-

29. The Company had entered into Memorandum of Understanding (MOU) in December, 2009 with M/s Sheth Developers Pvt. Ltd. and Suraksha Realty Ltd. (Developers) and had received advances in earlier years aggregating to Rs. 1,32,00,00,000 (Previous Year Rs. 1,32,00,00,000) to jointly develop its Vile Parle property. However, on Intervention Application filed by Sheth Developers Pvt Ltd and Suraksha Realty Ltd. (the interveners), in the SLP filed by the Income Tax Department before the Hon''ble Supreme Court, the Hon''ble Court vide its order dated 12.05.2016 held that MOU entered into by the Company with them was in violation of the Sanctioned Scheme. Therefore, such arrangement with the aforesaid interveners entered into by the Company loses its legal force and no right would accrue to these interveners on the basis of said agreement. Thus the Hon''ble Court dismissed their plea. Consequently the title deeds of the property lying in Escrow Account with the Solicitor will be released in due course.

The said developers have also filed an appeal u/s 9 and 11 of the Arbitration and Conciliation Act before the Hon''ble Bombay High Court which is pending.

The Hon''ble High Court Gujarat at Ahmadabad vide it''s order dated 05-05-2015 restrained the Company from transferring its Vile Parle property pursuant to a petition filed by a group of minority shareholders pending with NCLT.

30. The Company had entered into a development agreement in September, 2007 and supplemental agreement in October, 2008, March, 2014 and September, 2016 with a developer to jointly develop its Hyderabad property. The Company has received an interest free security deposit, balance as on March 31, 2017 Rs. 9,00,00,000 (Previous Year Rs. 9,00,00,000). All necessary approvals have been obtained and project''s construction activities have Commenced and are expected to be completed in stipulated time frame in due course.

31. The Company had given advances aggregating to Rs. 1,63,89,77,637 (Previous Year Rs. 1,64,84,77,637) to Golden Realty and Infrastructure Limited (a subsidiary of the Company) which in turn has utilized the same to acquire certain development rights in a plot of land situated in Delhi for Joint Development pursuant to Development Agreement in this regard.

32. Land & Buildings and Plant & Equipment were revalued as on 30th June, 1980, 30th June, 1984, 30th June, 1986 (only Land and Buildings), 30th June, 1988 and 31st March,1993. The total increase as a result of these revaluations was transferred to Revaluation Reserve in the respective years. All the above stated revaluations were carried out by an external approved valuer on the basis of market/replacement value of similar assets, using standard indices and after considering the obsolescence and age of individual assets. The revalued amounts, net of withdrawals, of Rs. 14,02,48,283 for Land & Buildings and Rs. 64,35,94,544 for Plant & Equipment (Previous Year Rs. 14,02,48,283 and Rs. 64,35,94,544 respectively) remain substituted for the historical costs in the gross block of Fixed Assets (Refer Note 8 of the Standalone financial Statements).

33. Other Liabilities (Refer Note No. 6) includes Rs. NIL (Previous Year Rs. 3,07,90,749) on account of income tax refund received pertaining to earlier years as the disputed matters are yet to be decided.

34. In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

35. The Accounts of certain Trade Receivables, Trade Payables, Non-operative Banks / Lenders and Loans & Advances are however, subject to formal confirmations / reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current year''s financial statements.

36. During the year, excess interest of Rs. 3,61,47,360 (Previous year Rs. 1,32,51,000) charged by consortium banks has been provided although the same is disputed by the Company. The management is hopeful of settling the claim favorably in due course.

37. As per Accounting Standards (AS) 17 “Segment Reporting”, segment information has been provided in the notes to Consolidated Financial Statements.

38. The Previous Year''s figures have been rearranged, reinstated and/or regrouped wherever necessary to conform to the Current Year''s presentation.


Mar 31, 2016

1. Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs.10 each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to the shareholding. However, no such preferential amount exists currently.

2. During the previous five years, the Company had not issued bonus shares/bought back/issued share for consideration other than cash.

3. Working Capital Facilities :

(a) Working capital facilities and non fund based limits of Rs.1000 lacs (Previous Year Rs.1000 lacs) are secured by hypothecation of inventories and book debts and further secured by way of mortgage of second charges on immovable property at Baroda and first charge on immovable property at Guntur.

(b) Guarantees given by the Company''s Bankers are secured/to be secured by hypothecation of stocks, book debts, fixed deposits with banks and certain machineries, equitable mortgage of certain immovable properties at Baroda subject to prior charge in favour of Trustees for the debenture holders and /or pledge of fixed deposit receipts.

4. In respect of 12% Secured Redeemable Non-Convertible Debentures privately placed with IFCI Limited Company had in the previous year repaid the entire amount of debentures. However ,till date the Company has not received the "No Due Certificate" from IFCI in view of their unsustainable claim, therefore, the Company could not file the form for satisfaction of charge which was created on Company''s property situated at village Dhanot in the State of Gujarat and a first charge by way of hypothecation of the Company''s movable properties subject to prior charge on specified movables in favour of the Company''s Bankers for Working Capital facilities and was further secured by equitable mortgage of the Company''s immovable properties at Baroda, Gujarat ranking pari passu with the Bankers who have given working capital term loan.

Notes :

(a) Gross value of Land and Building includes a sum of Rs.25,30,760 (Previous Year Rs.25,30,760) being the cost of Land/Premises on ownership basis acquired in terms of agreement to purchase

(b) Gross value of Land and Building includes a sum of Rs.250 (Previous Year Rs.250) being the cost of shares in Co-operative Societies.

(c) Bifurcation of the Book value of Land and Building is not possible in view of the non-availability of separate value of certain Land and Building.

(d) Land and Building includes a Flat of Rs.66,44,825 (Previous Year Rs.66,44,825): Net Block Rs.35,45,971 (Previous Year Rs.37,27,501). In the possession of a legal heir of an Ex-Employee.

(e) Plant and Equipment includes certain machineries having Gross Book Value of Rs.17,65,70,450, Accumulated Depreciation of Rs.17,65,70,450 and Net Book Value of Rs. Nil lying with third party,

(f)* Pursuant to the Companies Act, 2013 ("the Act") coming into effect from 1st April,2014, the Company had realigned the remaining useful life of its fixed assets in accordance with the provisions prescribed under Schedule II to the Act. Consequently in case of assets which had completed their useful life, the carrying value (net of residual value) as at 1st April, 2014 amounting to Rs.4,23,88,199 has been debited to deficit. Also, carrying value of the other assets (net of residual value) is being depreciated over the revised remaining useful lives and assets which have written down value as at 01.04.2014 (net of residual value) is being depreciated over the revised remaining useful lives.

(g) Land and Building includes a freehold land of Rs.4,26,99,332 (Previous Year Rs.4,26,99,332) at Baroda, in respect of which the Company has received order of the local collector to handover unutilized land admeasuring 1,00,000 sq m out of total area 1,98,000 sq m. to the Gujarat Government. However, the Company has challenged the said order before chief secretary of revenue of Gujarat.

5. The Company has given an advance of Rs.8,43,53,073 (Previous Year Rs.8,43,53,073) to and made an investment of Rs.2,31,20,000 (Previous Year Rs.2,31,20,000) in Western Express Industries Limited (WEIL), a wholly owned subsidiary Company, which has accumulated losses far in excess of its paid up capital and reserves & surplus. As explained, the management is hopeful of recovering / realizing the same in due course of time in view of expected revival of activities / developments in the said subsidiary. Further, as a nominee of the Company, WEIL had acquired 100% ownership of Raigadh Papers Limited (RPL) for a consideration of Rs.1,20,00,000 in the year 2007. RPL is having extensive land at Raigadh, whose value, based on an independent valuer''s opinion exceeds the aggregate amount of advance given/investment made. The acquisition of ownership of RPL has strengthened the asset base of WEIL significantly and has provided adequate financial coverage to the aforesaid advance and investment by the Company in WEIL. In view of what is stated above, no provisioning has been considered necessary.

6. Refer Note no. 25.9(c) regarding advances to a subsidiary of Rs.164,84,77,637 (Previous Year Rs.183,18,77,637) towards realty activity.

* Valued at cost or net realizable value whichever is lower except Stock-in-trade(Immovable Property) refer note no. 24.F

7. The Company has provided excise duty/customs duty of Rs.4,29,82,018 (Previous year Rs. 7,62,45,191) on the goods lying in bonded premises as on the Balance Sheet date and included the same in the inventory value.

8. Indiabulls Housing Finance Limited has initiated action u/s 13(4) of the SARFESI Act in respect of Marol land at Mumbai , included in Stock in Trade and which was mortgaged for availing loan facility and the same has been challenged before DRT Mumbai which is subjudice. The total amount outstanding against Marol Property is less than 3/4th of the Total secured creditors.

9) Pending Litigations/contingent liabilities not provided for in respect of :

9.1) (a) Disputed Excise claims/demands, of Rs.323,54,71,079 (Previous year Rs.86,00,72,408) excluding interest liability, if any, against and/or relating to the Company and counter claims by the Company are pending or otherwise being contested before the various Excise Authorities /Courts against which the Company has paid Rs.12,18,41,680 (Previous year Rs.12,18,41,680) (included in Loans & Advances) under protest. In the opinion of the management, appropriate provisions have been made in the books of account in respect of Excise claims/ demands that may become payable based on the legal advice /present status of various matters. Further, various show cause notices/show cause-cum-demand notices/attachment notice have been received including remanded back from Excise Authorities by the Company and/or in relation to the Company. Since these notices are in the nature of explanations required, the Company does not consider them to constitute any liability. All these notices have appropriately been replied/attended to.

(b) Excluding the claims/demands against the Company not acknowledged as debts as mentioned in (a) above:

(i) Income Tax in respect of earlier years under dispute for which appeals/ rectification petitions have been / are being preferred by the Company before the various appellate authorities and / or pending final assessments: Rs.6,59,97,76,995 (Previous Year Rs.2,18,73,53,745) including interest and penalties against which the Company has paid Rs.10,78,25,890 (Previous year Rs.10,78,25,890) (included in Loans & Advances).

(ii) Other Income Tax proceedings in respect of earlier years decided in the Company''s favour by the Appellate Authorities against which the Department is in further appeals excluding further interest liability, if any : Rs.1,69,05,24,679 (Previous Year Rs.1,69,05,24,679).

(iii) The Hon''ble Supreme Court vide its order dated May 12, 2016 on petition filed by the Income Tax Department has held that the department shall be entitled to take steps for attachment and sale of the properties of the Company, including Vile Parle Land against the principal amount only and as far as the waiver of interest and penalties are concerned, the parties are permitted to approach the BIFR.

The Hon''ble court further held that such attachment and sale shall be subject to the rights of the secured creditors in respect of the mortgaged properties. Out of the proceeds, the principal amount of tax due to the income tax department and the admitted excise dues shall be paid. In respect of interest and penalties would be decided by the BIFR. (The Income tax dues are disputed as mentioned in note (1.1) (b) (i) above and admitted excise dues have already been provided for in the financial statements - Refer Note No. 6.)

(c) The Company expects to succeed in all the pending disputes, as per the expert opinions obtained by the management.

(d) Other disputed amounts for which the Company is contingently liable :

vii) The Company has received notices from certain States in USA with regard to claims against cigarettes sold in those States. However, as per an expert legal opinion obtained, the Company is not liable for claims, whatsoever-amount unascertainable.

e) Guarantees and counter guarantees given by the Company to Banks/Financial Institutions / Others in respect of loans / guarantees to / for other companies Rs.10,48,23,000 plus interest, if any (Previous Year Rs.10,48,23,000 plus interest, if any).

The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial statements.

9.2) Other Commitments :

Disclosure in respect of Operating Leases :

Assets taken on lease :

(a) The Company has taken various residential / commercial premises under cancelable Operating Leases. The Lease Agreements are usually renewable by mutual consent on mutually agreeable terms.

(b) The rental expense in respect of Operating Leases is charged as rent under Note 23.

10) Land & Buildings and Plant & Equipment were revalued as on 30th June, 1980, 30th June, 1984, 30th June, 1986 (only Land and Buildings), 30th June, 1988 and 31st March,1993. The total increase as a result of these revaluations was transferred to Revaluation Reserve in the respective years. All the above stated revaluations were carried out by an external approved valuer on the basis of market/replacement value of similar assets, using standard indices and after considering the obsolescence and age of individual assets. The revalued amounts, net of withdrawals, of Rs.14,02,48,283 for Land & Buildings and Rs.64,35,94,544 for Plant & Equipment (Previous Year Rs.14,02,48,283 and '' 64,35,94,544 respectively) remain substituted for the historical costs in the gross block of Fixed Assets (Refer Note 8 of the Standalone financial Statements).

11) (a) In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(b) The Accounts of certain Trade Receivables, Trade Payables, Non-operative Banks / Lenders and Loans & Advances are however, subject to formal confirmations / reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current year''s financial statements.

12) Other Liabilities (Refer Note No. 4) includes Rs.3,07,90,749 (Previous Year Rs.3,07,90,749) on account of income tax refund received pertaining to earlier years as the disputed matters are yet to be decided.

13) (a) Hon''ble Supreme Court vide its order dated May 12, 2016 in Income Tax Departments SLP, held that the sanctioned BIFR scheme was valid up to 31.03.2011 and the Modified Draft Rehabilitation Scheme (MDRS) filed by the Company is not maintainable in law. The Net worth of the Company is however. negative and therefore it becomes necessary for the management to file a fresh reference before the Hon''ble BIFR and as such would submit fresh scheme as per the directions of the BIFR. The consequential impact/ obligation would be considered appropriately in the fresh scheme.

(b) The Company has prepared the financial statements on a going concern basis inspite of the Company having negative net worth as the Management is hopeful to turn around business performance on getting fresh scheme sanctioned from BIFR.

14) During the year, excess interest of Rs.1,32,51,000 charged by consortium banks has been provided although the same is disputed by the Company. The management is hopeful of settling the claim favorably in due course.

15) The Company as a part of development activities of Realty Division :-

(a) The Company had entered into Memorandum of Understanding (MOU) in December, 2009 with M/s Sheth Developers Pvt. Ltd. and Suraksha Realty Ltd. (Developers) and had received advances in earlier years aggregating to Rs.1,32,00,00,000 (Previous Year Rs.1,32,00,00,000) to jointly develop its Vile Parle property. However, on Intervention Application filed by Sheth Developers Pvt Ltd and Suraksha Realty Ltd (the interveners), in the SLP filed by the Income Tax Department before the Hon''ble Supreme Court, the Hon''ble Court vide its order dated 12.05.2016 held that MOU entered into by the Company with them was in violation of the Sanctioned Scheme. Therefore, such arrangement with the aforesaid interveners entered into by the Company loses its legal force and no right would accrue to these interveners on the basis of said agreement. Thus the Hon''ble Court dismissed their plea. Consequently the title deeds of the property lying in Escrow Account with the Solicitor will be released in due course.

The Hon''ble High Court Gujarat at Ahmadabad vide it''s order dated 05-05-2015 restrained the Company from transferring its Vile Parle property pursuant to a petition filed by a group of minority shareholders.

(b) The Company had entered into a development agreement in September, 2007 and supplemental agreement in October, 2008 & March, 2014 with a developer to jointly develop its Hyderabad property. The Company has received an interest free security deposit, balance as on March 31, 2016 Rs.9,00,00,000 (Previous Year Rs.9,00,00,000). All necessary approvals have been obtained except the approval of the plan of project which is at final stage before concerned authority and same is expected to be received shortly.

(c) The Company had given advances aggregating to Rs.1,64,84,77,637 (Previous Year Rs.1,83,18,77,637) to Golden Realty and Infrastructure Limited (a subsidiary of the Company) which in turn has utilized to acquire certain development rights in a plot of land situated in Delhi for Joint Development pursuant to Development Agreement in this regard.

Notes :

16 Related parties have been identified by the management and relied upon by the auditors.

17. No amount pertaining to related parties has been provided for as doubtful debts. Also, no amount has been written off/written back in respect of aforesaid parties during the year.

18) (a) Consumption of raw materials, packing materials and stores & spare parts includes write-offs/diminutions in the value of stocks on account of un-serviceability / obsolescence / damages / shortages.

(b) Consumption of raw materials, packing materials and stores & spare parts has been arrived at on the basis of opening stock plus purchases less closing stock as physically verified and sale, if any.

19) As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the notes to Consolidated Financial Statements.

20) The Previous Year''s figures have been rearranged, reinstated and/or regrouped wherever necessary to conform to the Current Year''s presentation.


Mar 31, 2015

1. Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs.10 each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to the shareholding. However, no such preferential amount exists currently.

2. Working Capital Facilities :

(a) Working capital facilities and non fund based limits of' 1000 lacs (Previous Year Rs. 1000 lacs) are secured by hypothecation of inventories and book debts and further secured by way of mortgage of second charge on immovable property at Baroda and first charge on immovable property at Guntur.

(b) Guarantees given by the Company's Bankers are secured/to be secured by hypothecation of stocks, book debts, fixed deposits with banks and certain machineries, equitable mortgage of certain immovable properties at Baroda subject to prior charge in favour of Trustees for the debenture holders and /or pledge of fixed deposit receipts.

3. Inter corporate deposits are repayable on demand and rate of interest is 12% per annum.

4. In respect of 12% Secured Redeemable Non-Convertible Debentures privately placed with IFCI Limited Company had in the previous year repaid the entire amount of debentures. However, till date the Company has not received the "No Due Certificate" from IFCI, therefore, the Company could not file the form for satisfaction of charge which was created on Company's property situated at village Dhanot in the State of Gujarat and a first charge by way of hypothecation of the Company's movable properties subject to prior charge on specified movables in favour of the Company's Bankers for Working Capital facilities and was further secured by equitable mortgage of the Company's immovable properties at Baroda, Gujarat ranking pari passu with the Bankers who have given working capital term loan.

5. There is a substantial diminution in the carrying value of certain long term quoted investment as compared to its market value which in the opinion of the management is temporary and therefore, no provision is considered necessary at this stage as the same are long term and strategic in nature.

6. The Company has given an advance of Rs. 8,43,53,073 (Previous Year Rs. 9,99,70,868) to and made an investment of Rs.2,31,20,000 (Previous YeaRs. 2,31,20,000) in Western Express Industries Limited (WEIL), a wholly owned subsidiary Company, which has accumulated losses far in excess of its paid up capital and reserves & surplus. As explained, the management is hopeful of recovering / realising the same in due course of time in view of expected revival of activities / developments in the said subsidiary.

Further, as a nominee of the Company, WEIL had acquired 100% ownership of Raigadh Papers Limited (RPL) for a consideration of Rs. 1,20,00,000 in the year 2007. RPL is having extensive land at Raigadh, whose value, based on an independent valuer's opinion exceeds the aggregate amount of advance given/investment made. The acquisition of ownership of RPL has strengthened the asset base of WEIL significantly and has provided adequate financial coverage to the aforesaid advance and investment by the Company in WEIL. In view of what is stated above, no provisioning has been considered necessary.

7. Refer Note no. 25.7(c) regarding advances to a subsidiary of Rs. 183,18,77,637 (Previous Year Rs. 183,07,23,882)

8. The Company has provided excise duty/customs duty of Rs. 7,62,45,191 (Previous year Rs. 7,32,09,570) on the goods lying in bonded premises as on the Balance Sheet date and included the same in the inventory value.

9. Pending Litigations/contingent liabilities not provided for in respect of :

(a) Disputed Excise claims/demands, of Rs. 86,00,72,408 (Previous year Rs. 5,90,50,96,427) excluding interest liability, if any, against and/or relating to the Company and counter claims by the Company are pending or otherwise being contested before the various Excise Authorities /Courts against which the Company has paid Rs. 12,18,41,680 (Previous year Rs. 12,18,41,680) (included in Loans & Advances) under protest. In the opinion of the management, appropriate provisions have been made in the books of account in respect of Excise claims/ demands that may become payable based on the legal advice /present status of various matters. Further, various show cause notices/show cause-cum-demand notices/attachment notice have been received

Including reminded back from Excise Authorities by the Company and/or in relation to the Company. Since these notices are in the nature of explanations required, the Company does not consider them to constitute any liability. All these notices have appropriately been replied/attended to.

(b) Excluding the claims/demands against the Company not acknowledged as debts as mentioned in (a) above:

(i) Income Tax in respect of earlier years under dispute for which appeals/ rectification petitions have been / are being preferred by the Company and / or pending final assessments: Rs. 2,18,73,53,745 (Previous Year Rs. 2,19,61,70,375) including interest up to the date of respective demands and excluding further interest liability, if any, and penalty of Rs. 1,59,96,64,738 (Previous Year Rs. 1,60,84,81,368)

(ii) Other Income Tax proceedings in respect of earlier years decided in the Company's favour by the Appellate Authorities against which the Department is in further appeals excluding further interest liability, if any : Rs.1,69,05,24,679 (Previous Year Rs. 1,69,05,24,679).

(iii) The Hon'ble Supreme Court on SLP filed by Income Tax department has ordered that pending further orders from this court, the Company shall not encumber or in any way alienate the property.

(c) As perthe direction of the Hon'ble Board for Industrial and Financial Reconstruction (BIFR), Delhi, the Company has resubmitted the Revised Modified Draft Rehabilitation Scheme (MDRS) to the monitoring Agency on 14.11.2014 for their consideration, which is pending in view of the restriction by the Supreme Court to deal with properties and by Gujarat High Court particularly in respect of Vile Parle property which forms one of the major source of Finance for finalizing MDRS. The consequential impact, if any, would be considered, including provisions/ reliefs and payment of interest on various advances taken by the Company etc. arising on implementation of the scheme as and when sanctioned.

(d) The Company expects to succeed in all the pending disputes, as per the expert opinions obtained by the management.

(e) Other disputed amounts for which the Company is contingently liable :

CURRENT YEAR PREVIOUS YEAR

i) Disputed Demands of employees/ex-employees 1,81,20,242 1,81,20,242

ii) Disputed Sales Tax 52,63,848 29,00,552

iii) Disputed Entry Tax 23,47,84,080 23,33,93,500

iv) Disputed Land Revenue Tax 3,77,324 3,76,977

v) Disputed E.S.I.C (Employees'State Insurance) 18,86,378 18,86,378

vi) Services/materials suppliers/advance forfeited and

other business related disputed 38,85,92,190 36,98,72,900 matters

vii) The Company has received notices from certain States in USA with regard to claims against cigarettes sold in those States. However, as per an expert legal opinion obtained, the Company is not liable for claims, whatsoever-amount unascertainable.

f) Guarantees and counter guarantees given by the Company to Banks/Financial Institutions / Others in respect of loans / guarantees to / for other companies (excluding in respect of Excise Duty referred to in Note no.(a) above) Rs. 10,55,73,000 plus interest, if any (Previous Year Rs. 10,55,73,000 plus interest, if any).

The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial statements.

10.Capital Commitment :

Estimated amount of contracts remaining to be executed on Capital account and not provided for Rs. NIL (Previous Year Rs. 60,89,448) (Net of advances of Rs. NIL (Previous Year of Rs. 25,72,474)

11. Other Commitments :

Disclosure in respect of Operating Leases :

Assets taken on lease :

(a) The Company has taken various residential / commercial premises under cancelable Operating Leases. The Lease Agreements are usually renewable by mutual consent on mutually agreeable terms.

(b) The rental expense in respect of Operating Leases is charged as rent under Note 23.

12. Land & Buildings and Plant & Equipment were revalued as on 30th June, 1980, 30th June, 1984, 30th June, 1986 (only Land and Buildings), 30th June, 1988 and 31st March,1993. The total increase as a result of these revaluations was transferred to Revaluation Reserve in the respective years. All the above stated revaluations were carried out by an external approved valuer on the basis of market/replacement value of similar assets, using standard indices and after considering the obsolescence and age of individual assets. The revalued amounts, net of withdrawals, of Rs. 14,66,98,190 for Land & Buildings and Rs. 64,35,94,544 for Plant & Equipment (Previous Year Rs. 14,66,98,190 and Rs. 64,35,94,544 respectively) remain substituted for the historical costs in the gross block of Fixed Assets (Refer Note 8 of the Standalone financial Statements).

13.(a) In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(b) The Accounts of certain Trade Receivables, Trade Payables, Non-operative Banks / Lenders and Loans & Advances are however, subject to formal confirmations / reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current year's financial statements.

14. Other Liabilities includes Rs. 3,07,90,749 (Previous Year Rs. 3,07,90,749) on account of income tax refund received pertaining to earlier years as the disputed matters are yet to be decided.

15. The Company as a part of development activities of Realty Division

(a) The Company had entered into Memorandum of Understanding (MOU) in December, 2009 with M/s Sheth Developers Pvt. Ltd. and Suraksha Realty Ltd. (Developers) and had received advances in earlieryears aggregating to Rs. 1,32,00,00,000 (Previous Year Rs. 1,32,00,00,000) to jointly develop its Vile Parle property. However, the aforesaid parties have disputed and not paid balance payment which was due in March, 2011 as per the said MOU / final demand notice to the Developers.

One of the minority shareholder of the Company filed a suit in the City Civil Court, Mumbai, challenging the MOU entered into by the Company with the Developers. The Court vide its Order dated 26.04.2011 granted ad-interim stay in respect of operation of the MOU.

Title deeds of the property are held in Escrow Account with the Solicitor till the completion of obligations specified in the MOU.

The Company has submitted MDRS to the Operating Agency (OA) appointed by BIFR sought for refunding above advances and also the advances of Rs. 40,75,00,000 received from a strategic investor against Vile Parle Property along with interest, if any as decided by BIFR by selling the said property. (Reference is invited to Note no. 25[1.1 b(iii)] about the Hon'ble Supreme Court's Order for not to encumber or in any way alienate the property). The Hon'ble High Court Gujarat at Ahmadabad vide it's order dated 05-05-2015 restrained the Company from transferring its Vile Parle property pursuant to a petition filed by a group of minority shareholders.

(b) The Company had entered into a development agreement in September, 2007 and supplemental agreement in October, 2008 & March, 2014 with a developer to jointly develop its Hyderabad property. During the year, the Company has received an interest free security deposit Rs. NIL (Previous year Rs. 4,00,00,000), balance as on March 31,2015 Rs. 9,00,00,000 (Previous Year Rs. 9,00,00,000). Further the plan approval of the project is pending because of environmental clearance from the concerned authority, the application for the same has already been filed and the approval is expected shortly, however other approvals are already obtained.

(c) The Company gave advances aggregating to Rs. 1,83,18,77,637 (Previous Year Rs. 1,83,07,23,882) to Golden Realty and Infrastructure Limited (a subsidiary of the Company) which in turn has utilized to acquire certain development rights in a plot of land situated in Delhi for Joint Development pursuant to Development Agreement in this regard.

16. Related Party Disclosures :

Related party disclosures as required by AS - 18 "Related Party Disclosures" are given below:

17. List of related parties :

1. Parties where Control Exists - Subsidiary Companies

Western Express Industries Limited Golden Investment (Sikkim) Private Limited Golden Realty & Infrastructure Limited GTC Inc B.V, Netherland Raigadh Papers Limited -Fellow Subsidiary

2. Other Parties with whom the Company has entered into transactions during the: year

(i) Key Management Personnel

Shri A. K. Joshi Managing Director

Shri. Jaskaran S. Khurana Executive Director

Shri. Ved Berry Executive Director (up to 21st July 2014)

Shri Manoj Kumar Srivastava Company Secretary

(ii) Relatives of Key Management Personnel

Shri Amit Joshi - Son of Shri A. K. Joshi

Shri Ash win Joshi - Son of Shri A.K. Joshi

Smt. Ivleen Khurana - Wife of Shri Jaskaran Khurana

Smt. Benu Berry - Wife of Shri Ved Berry

18. The Company has prepared the financial statements on a going concern basis as the Management is hopeful to turn around business performance and expects favourable decision by the Hon'ble Supreme Court and Hon'ble Gujarat High Court, which would expedite the finalization of the MDRS, enabling the Company, inert-alia, for early disposal of its surplus properties.

19. As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the notes to Consolidated Financial Statements.

20. The Previous Year's figures have been rearranged, reinstated and/or regrouped wherever necessary to conform to the Current Year's presentation.


Mar 31, 2014

1) Contingent liabilities not provided for in respect of :

1.1) (a) Guarantees and counter guarantees given by the Company to Banks/Financial Institutions / Others in respect of loans / guarantees to / for other companies (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs. 10,55,73,000 plus interest, if any (Previous Year Rs. 10,55,73,000 plus interest, if any).

(b) Guarantees given by the Bankers on behalf of the Company (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs. NIL (Previous Year Rs. 30,79,386).

(c) Disputed Excise claims/demands, of Rs. 5,90,50,96,427 (Previous year Rs. 3,00,08,73,377) excluding interest liability, if any, against and/or relating to the Company and counter claims by the Company are pending or otherwise being contested before the various Excise Authorities /Courts against which the Company has paid Rs. 12,18,41,680 (Previous year Rs. 12,08,34,166) (included in Loans & Advances) under protest. In the opinion of the management, appropriate provisions have been made in the books of account in respect of Excise claims/ demands that may become payable based on the legal advice /present status of various matters. Further, various show cause notices/show cause-cum-demand notices/attachment notice have been received from Excise Authorities by the Company and/or in relation to the Company. Since these notices are in the nature of explanations required, the Company does not consider them to constitute any liability. All these notices have appropriately been replied/attended to.

(d) Excluding the claims/demands against the Company not acknowledged as debts as mentioned in (c) above:

(i) Income Tax in respect of earlier years under dispute for which appeals/ rectification petitions have been / are being preferred by the Company and / or pending final assessments: Rs. 2,19,61,70,375 (Previous Year Rs. 2,62,01,66,348) including interest up to the date of respective demands and excluding further interest liability, if any, and penalty of Rs. 1,60,84,81,368 (Previous Year Rs. 1,99,50,37,107)

(ii) Other Income Tax proceedings in respect of earlier years decided in the Company''s favour by the Appellate Authorities against which the Department is in further appeals excluding further interest liability, if any : Rs. 1,69,05,24,679 (Previous Year Rs. 1,05,03,11,158).

(iii) The Hon''ble Supreme Court on SLP filed by Income Tax department has ordered that pending further orders from this court, the Company shall not encumber or in any way alienate the property.

(e) As per the direction of the Hon''ble Board for Industrial and Financial Reconstruction (BIFR), Delhi, the Company has submitted Revised Modified Draft Rehabilitation Scheme to Monitoring Agency for their consideration and filing the same with BIFR, which is pending and consequential impact, if any would be considered, including reliefs asked for waiver of interest and penalties arising on implementation of the scheme as and when sanctioned.

(f) The Company expects to succeed in all the pending disputes, as per the expert opinions obtained by the management.

(g) Other disputed amounts for which the Company is contingently liable :

CURRENT YEAR PREVIOUS YEAR

i) Disputed Demands of employees/ex-employees 1,81,20,242 33,21,277

ii) Disputed Sales Tax 29,00,552 76,53,655

iii) Disputed Entry Tax 23,33,93,500 22,37,02,975

iv) Disputed Land Revenue Tax 3,76,977 3,14,823

v) Disputed E.S.I.C 18,86,378 18,86,378 (Employees'' State Insurance)

vi) Services/materials suppliers/advance 36,98,72,900 29,62,13,539 forfeited and other business related disputed matters

vii) The Company has received notices from certain States in USA with regard to claims against cigarettes sold in those States. However, as per an expert legal opinion obtained, the Company is not liable for claims, whatsoever-amount unascertainable.

1.2) Capital Commitment :Estimated amount of contracts remaining to be executed on Capital account and not provided for Rs. 60,89,448 (Previous Year Rs. 64,18,286) (Net of advances of Rs. 25,72,474 (Previous Year of Rs. 4,94,13,636)

1.3) Other Commitments :Disclosure in respect of Operating Leases :

Assets taken on lease :

(a) The Company has taken various residential / commercial premises under cancelable Operating Leases. The Lease Agreements are usually renewable by mutual consent on mutually agreeable terms.

(b) The rental expense in respect of Operating Leases is charged as rent under Note 23.

2) Land & Buildings and Plant & Equipment were revalued as on 30th June, 1980, 30th June, 1984, 30th June, 1986 (only Land and Buildings), 30th June, 1988 and 31st March,1993. The total increase as a result of these revaluations was transferred to Revaluation Reserve in the respective years. All the above stated revaluations were carried out by an external approved valuer on the basis of market/replacement value of similar assets, using standard indices and after considering the obsolescence and age of individual assets. The revalued amounts, net of withdrawals, of Rs. 14,66,98,190 for Land & Buildings and Rs. 64,35,94,544 for Plant & Equipment (Previous Year Rs. 14,66,98,190 and Rs. 64,42,46,062, respectively) remain substituted for the historical costs in the gross block of Fixed Assets (refer Note 8).

3) (a) In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are tated.

(b) The Accounts of certain Trade Receivables, Trade Payables, Non-operative Banks / Lenders and Loans & Advances are however, subject to formal confirmations / reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current year''s financial statements.

4) Other Liabilities includes Rs. 3,07,90,749 (Previous Year Rs. 3,07,90,749) on account of income tax refund received pertaining to earlier years as the disputed matters are yet to be decided.

5) The details of amounts outstanding to Micro, Small and Medium Enterprises under the Micro, Small, Medium Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as under:

6) The Company as a part of development activities of Realty Division

(a) The Company had entered into Memorandum of Understanding (MOU) in December, 2009 with M/s Sheth Developers Pvt. Ltd. and Suraksha Realty Ltd. (Developers) and had received advances in earlier years aggregating to Rs. 1,32,00,00,000 (Previous Year Rs. 132,00,00,000) to jointly develop its Vile Parle property. However, the aforesaid parties have disputed and not paid balance payment which was due in March, 2011 as per the said MOU / final demand notice to the Developers.

One of the minority shareholder of the Company filed a suit in the City Civil Court, Mumbai, challenging the MOU entered into by the Company with the Developers. The Court vide its Order dated 26.04.2011 granted ad-interim stay in respect of operation of the MOU.

The Company has in the MDRS submitted to the Operating Agency (OA) appointed by BIFR in July, 2013 sought for refunding above advances and also the advances of Rs. 40,75,00,000 received from a strategic investor against Vile Parle Property along with interest, if any as decided by BIFR by selling the said property. (Reference is invited to Note no. 25[1.1 d(iii)] about the Hon''ble Supreme Court''s Order for not to encumber or in any way alienate the property).

Further, title deeds of the property are held in Escrow Account with the Solicitor till the completion of obligations specified in the MOU.

(b) The Company had entered into a development agreement in September, 2007 and supplemental agreement in October, 2008 & March, 2014 with a developer to jointly develop its Hyderabad property. During the year, the Company has received an interest free security deposit of Rs. 4,00,00,000 (Previous year Rs. Nil), balance as on March 31, 2014 Rs. 90,000,000 (Previous Year Rs. 5,00,00,000).

(c) The Company gave advances aggregating to Rs. 1,83,07,23,882 (Previous Year Rs. 1,68,33,47,606) to Golden Realty and Infrastructure Limited (a subsidiary of the Company) which in turn has utilized to acquire certain development right in the two plots of land situated in Delhi for Joint Development pursuant to Development Agreements in this regard.

7) Related Party Disclosures :

Related party disclosures as required by AS - 18 "Related Party Disclosures" are given below:

I. List of related parties :

1. Parties where Control Exists - Subsidiary Companies :

Western Express Industries Limited Golden Investment (Sikkim) Private Limited Golden Realty & Infrastructure Limited GTC Inc B.V, Netherland Raigadh Papers Limited -Fellow Subsidiary

2. Other Parties with whom the Company has entered into transactions during the year :

(i) Key Management Personnel

Shri A. K. Joshi Managing Director (w.e.f. September 28, 2012

Shri.Jaskaran S. Khurana Executive Director (w.e.f. May 23, 2013)

Shri. Ved Berry Executive Director (w.e.f. May 23, 2013)

(ii) Relatives of Key Management Personnel

Shri Amit Joshi - Son of Shri A. K. Joshi

Shri Ashwin Joshi - Son of Shri A.K. Joshi

Smt. Ivleen Khurana - Wife of Shri Jaskaran Khurana

Smt. Benu Berry - Wife of Shri Ved Berry

(iii) Associate :

GHCL Limited

Notes :

1 Related parties have been identified by the management and relied upon by the auditors.

2. No amount pertaining to related parties has been provided for as doubtful debts except disclosed above. Also, no amount has been written off/written back in respect of aforesaid parties during the year.

(b) Consumption of raw materials, packing materials and stores & spare parts includes write-offs/diminutions in the value of stocks on account of un-serviceability / obsolescence / damages / shortages.

(c) Consumption of raw materials, packing materials and stores & spare parts has been arrived at on the basis of opening stock plus purchases less closing stock as physically verified and sale, if any.

8) As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the notes to Consolidated Financial Statements.

9) The Previous Year''s figures have been rearranged, reinstated and/or regrouped wherever necessary to conform to the Current Year''s presentation.


Mar 31, 2013

1.1 Working Capital Facilities :

(a) Working capital facilities and non fund based limits of Rs. 1000 lacs (Previous Year Rs. 1000 lacs) are secured by hypothecation of inventories and book debts and further secured by way of mortgage of third charges on immovable properties at Baroda.

(b) Guarantees given by the Companys'' Bankers are secured/to be secured by hypothecation of stocks, book debts, fixed deposits with banks and certain machineries, equitable mortgage of certain immovable properties at Baroda subject to prior charge in favour of Trustees for the debenture holders and /or pledge of fixed deposit receipts.

1.2 In respect of 12% Secured Redeemable Non-Convertible Debentures privately placed with IFCI Limited Company had in the previous year repaid the entire amount of debentures. However ,till date the Company has not received the "N o Due Certificate" from IFCI, therefore, the Company could not file the form for satisfaction of charge wh ich was created on companys'' property situated at village Dhanot in the State of Gujarat and a first charge by way of hypothecation of the Companys'' movable properties subject to prior charge on specified movables in favour of the Companys'' Bankers fo r Working Capital facilities and was further secured by equitable mortgage of the Companys'' immovable properties at Ba roda, Gujarat ranking pari passu with the Bankers who have given working capital term loan.

Notes :

(a) Gross value of Land and Buidling includes a sum of Rs. 25,30,760 (Previous Year Rs. 25,30,760) being the cost of Land/ Premises on ownership basis acquired in terms of agreement to purchase

(b) Gross valueof Land and Buidling includes a sum of Rs. 250 (Previous Year Rs. 250) being the cost of shares in Co-opertaive Socities.

(c) Bifurcation of the Book value of Land and Building is not possible in view of the non-availiability of separate value of certain Land and Building.

(d) Land and Building includes a Flat of Rs. 66,44,825 (Previous Year Rs. 66,44,825): Net Block Rs. 40,34,532 (Previous Year Rs. 41,50,744). In the possession of a legal heir of an Ex-Employee.

(e) Referred Note No. 25.7(a)

10.1 The Company has given an advance of Rs. 9,94,60,043 (Previous Year Rs. 9,88,60,201) to and made an investment of Rs. 2,31,20,000 (Previous Year Rs. 2,31,20,000) in Western Express Industries Limited (WEIL), a wholly owned subsidiary Company, which has accumulated losses far in excess of its paid up capital and reserves & surplus. As explained, the management is hopeful of recovering / realising the same in due course of time in view of expected revival of activities / developments in the said subsidiary.

Further, as a nominee of the Company, WEIL had acquired 100% ownership of Raigadh Papers Limited (RPL) for a consideration of Rs. 1,20,00,000 in the year 2007. RPL is having extensive land at Raigadh, whose value, based on an independent valuers'' opinion exceeds the aggregate amount of advance given/investment made. The acqu isition of ownership of RPL has strengthened the asset base of WEIL significantly and has provided adequate financial coverage to the aforesaid advance and investment by the Company in WEIL. In view of what is stated above, no provisioning has been considered necessary.

2.1 Refer Note no. 25.7c regarding advances to a subsidairy of Rs. 168,33,47,606 (Previous Year Rs. 1,63,93,41,602)

1) Contingent liabilities not provided for in respect of :

1.1) (a) Guarantees and counter guarantees given by the Company to Banks/Financial Institutions / Others in respect of loans / guarantees to / for other companies (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs. 10,55,73,000 plus interest, if any (Previous Year Rs. 10,55,73,000 plus interest, if any).

(b) Guarantees given by the Bankers on behalf of the Company (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs. 30,79,386 (Previous Year Rs. 98,25,039).

(c) Disputed Excise claims/demands, of Rs. 3,00,08,73,377 (Previous year Rs. 89,53,05,903) excluding interest liability, if any, against and/or relating to the Company and counter claims by the Company are pending or otherwise being contested before the various Excise Authorities /Courts against which the Company has paid Rs. 12,08,34,166 (Previous year Rs. 12,08,34,166) (included in Loans & Advances) under protest. In the opinion of the management, appropriate provisions have been made in the books of account in respect of Excise claims/ demands that may become payable based on the legal advice /present status of various matters. Further, various show cause notices/show cause-cum-demand notices/attachment notice including in respect of Vile Parle Property, Mumbai have been received from Excise Authorities by the Company and/or in relation to the Company. Since these notices are in the nature of explanations required, the Company does not consider them to constitute any liability. All these notices have appropriately been replied/attended to.

(d) Excluding the claims/demands against the Company not acknowledged as debts as mentioned in (c) above:

(i) Income Tax in respect of earlier years under dispute for which appeals/ rectification petitions have been / are being preferred by the Company and / or pending final assessments: Rs. 2,62,01,66,348 (Previous Year Rs. 2,16,47,04,107) including interest up to the date of respective demands and excluding further interest liability, if any, and penalty of Rs. 1,99,50,37,107 (Previous Year Rs. 1,54,16,20,033)

(ii) Other Income Tax proceedings in respect of earlier years decided in the Companys'' favour by the Appe llate Authorities against which the Department is in further appeals excluding further interest liability, if any : Rs. 1,05,03,11,158 (Previous Year Rs. 651,56,21,760).

(iii) The Honb'' le Supreme Court on SLP filed by Income Ta x department has ordered that pending further orders from this court, the Company shall not encumber or in any way alienate the property.

(e) Pursuant to the Order of Honb'' le High Court of Delhi, the Company has filed a Modified Draft Rehabil itation Scheme (MDRS) to Honb'' le BIFR, which is pending and consequential impact, if any would be considered , including reliefs asked for waiver of interest and penalties arising on implementation of the modified scheme as and when sanctioned.

(f) The Company expects to succeed in all the pending disputes, as per the expert opinions obtained by the management.

vii) The Company has received notices from certain States in USA with regard to claims against cigarettes sold in those States. However, as per an expert legal opinion obtained, the Company is not liable for claims, whatsoever-amount unascertainable.

1.2) Capital CommitmentE :stimated amount of contracts remaining to be executed on Capital account and not provided for Rs. 64,18,286 (Previous Year Rs. 2,01,30,882) (Net of advances of Rs. 4,94,13,636 (Previous Year of Rs. 3,07,38,636)

1.3) Other CommitmentsD :isclosure in respect of Operating Leases : Assets taken on lease :

(a) The Company has taken various residential / commercial premises under cancelable Operating Leases. The Lease Agreements are usually renewable by mutual consent on mutually agreeable terms.

(b) The rental expense in respect of Operating Leases are charged as rent under Note 23.

2) Land & Buildings and Plant & Equipment were revalued as on 30th June, 1980, 30th June, 1984, 30th June, 1986 (only Land and Buildings), 30th June, 1988 and 31st March,1993. The total increase as a result of these revaluations were transferred to Revaluation Reserve in the respective years. All the above stated revaluations were carried out by an external approved valuer on the basis of market/replacement value of similar assets, using standard indices and after considering the obsolescence and age of individual assets. The revalued amounts, net of withdrawals, of Rs. 14,66,98,190 for Land & Buildings and Rs. 64,42,46,062 fo r Plant & Equipment (Previous Year Rs. 14,66,98,190 and Rs. 64,58,08,462, respectively) remain substituted for the historical costs in the gross block of Fixed Assets (refer Note 8).

3) (a) In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(b) The Accounts of certain Trade Receivables, Trade Payables, Non-operative Banks / Lenders and Loans & Advances are however, subject to formal confirmations / reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current years'' financial statements.

4) Other Liabilities includes Rs. 3,07,90,749 (Previous Year Rs. 3,07,90,749) on account of income tax refund received pertaining to earlier years as the disputed matters are yet to be decided.

5) The details of amounts outstanding to Micro, Small and Medium Enterprises under the Micro, Small, Medium Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as under:

7) The Company as a part of development activities of Realty Division :- (a) The Company had entered into Memorandum of Understanding (MOU) in December, 2009 with M/s Sheth Developers Pvt. Ltd. and Suraksha Realty Ltd. and received an advance of Rs. 132,00,00,000 (Previous Year Rs. 132,00,00,000) to jointly develop its Vile Parle property. However, the aforesaid parties have disputed further payments due in March 2011.

In terms of MOU, notice dated March 26, 2011 was served upon the aforesaid parties advising them to make final payment by March 31, 2011 which they failed to pay.

The Companys'' minority shareholder filed a suit in the City Civil Court, Mumbai, challenging the MOU entered into by the Company with the developer. The Court vide its order dated 26.04.2011 granted ad-interim stay in respect of operation of the MOU.

As a result of the above, the Company has in the Modified Draft Rehabilitation Scheme (MDRS) submitted to the BIFR, sought for refunding the above advance on the Company being able to raise the funds from a new investor/ financier by providing the aforesaid property as security. (Reference is however, invited to Note no,1.1d(iii)). (i) According to the MDRS, the Company has proposed that the money received under the aforesaid MOU be refunded along with interest, if any, as decided by the BIFR. (ii) The Company has decided to develop its Vile Parle Property on its own by making arrangement with a strategic investor who will infuse funds for proposed development.

A suitable arrangement between the strategic investor and Company shall be made on approval of Hon''ble

BIFR.Further, title deeds of the property are lying in Escrow Account with the solicitor.

(b) The Company had entered a development agreement in September, 2007 and a supplemental agreement dated October, 2008 with a developer to jointly develop its Hyderabad property and an interest free advance of Rs. 5,00,00,000 was received. The developer however, now is not interested to go further with the said agreement. Hence, the Company has floated proposal to tie up with a new developer to which certain developers have evinced interest and the negotiations are going on.

(c) The Company has given advances aggregating to Rs. 1,68,33,47,606 (Previous Year Rs. 1,63,93,41,602) to Golden Realty and Infrastructure Limited (a subsidiary of the Company) which in turn has utilized to acquire certain development right in the two plots of land situated in Delhi for Joint Development pursuant to Development Agreements in this regard and Rs. 21,80,00,000 received back by the aforesaid subsidiary during the year on cancellation of Development Agreement in case of one of the plot .

8.1 There is a substantial diminution in the carrying value of certain long term quoted investment as compared to its market value which in the opinion of the management is temporary and therefore, no provision is considered necessary at this stage as the same are long term and strategic in nature.


Mar 31, 2012

1.1 Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs.10 each. Each holder of equity shares is entitled to one vote per share.ln the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining

2.1 Working Capital Facilities:

(a) Working capital facilities and non fund based limits of Rs.1000 lacs (Previous Year Rs.1000 lacs) are secured by hypothecation of inventories and book debts and further secured by way of mortgage of third charges on immovable properties at Baroda.

(b) Guarantees given by the Company's Bankers are secured/to be secured by hypothecation of stocks, book debts, fixed deposits with banks and certain machineries, equitable mortgage of certain immovable properties at Baroda subject to prior charge in favour of Trustees for the debenture holders and /or pledge of fixed deposit receipts.

3.1 No provision has been made in the accounts in respect of estimated total liability for future payment of gratuity of Rs. 4,87,29,868 (Previous Year Rs. 5,76,46,424) determined on the basis of actuarial valuation, as the Company's practice is to account for the same as and when due for payment.

Notes:

(a) Gross value of Land and Building includes a sum of Rs. 25,30,760 (Previous Year Rs. 25,30,760) being the cost of Land/Premises on ownership basis acquired in terms of agreement to purchase

(b) Gross value of Land and Building includes a sum of Rs. 250 (Previous Year Rs. 250) being the cost of shares in Co-opertaive Socities.

(c) Bifurcation of the Book value of Land and Building is not possible in view of the non-availiability of separate value of certain Land and Building.

(d) Land and Building includes a Flat of Rs. 66,44,825(Previous Year Rs. 66,44,825): Net Block Rs. 41,50,744 (Previous Year Rs. 42,66,950). In the possession of heir of an Ex- Employee.

(e) Also refer note no. 25.7(b)

4.1 There is a substantial diminution in the carrying value of certain long term investments as compared to its market book value which in the opinion of the management is temporary and therefore, no provision is considered necessary at this stage as the same are long term and strategic in nature.

5.1 The Company has given an advance of Rs.9,88,60,201 (Previous Year Rs. 10,14,86,007) to and made an investment of Rs. 2,31,20,000 (Previous Year Rs.2,31,20,000) in Western Express Industries Limited (WEIL), a wholly owned subsidiary Company, which has accumulated losses far in excess of its paid up capital and reserves & surplus. However, the management is hopeful of recovering I realising the same indue course of time in view of expected revival of activities I developments in the said subsidiary.

Further, as a nominee of the Company, WEIL had acquired 100% ownership of Raigadh Papers Limited (RPL) for a consideration of Rs.1,20,00,000 in the year 2007. RPL is having extensive land at Raigadh, whose value, based on an independent valuer's opinion exceeds the aggregate amount of advance given/investment made. The acquisition of ownership of RPL has strengthened the asset base of WEIL significantly and has provided adequate financial coverage to the aforesaid advance and investment by the Company in WEIL. In view of what is stated above, no provisioning has been considered necessary.

6.1 The Company has provided excise duty/customs duty of Rs.3,49,83,347 (Previous year Rs. 5,03,01,293) on the goods lying in bonded premises as on the Balance Sheet date and included the same in the inventory value.

7.1 No provision has been considered necessary in respect of certain overdue trade receivables aggregating to Rs. 4,21,07,890 (Previous Year Rs. 3,09,09,336) since the management has taken suitable measures to recover the said dues and is hopeful of recovery in due course of time.

8.1 No provision has been considered necessary in respect of certain overdue loans &advances aggregating to Rs.1,84,00,000 (Previous Year Rs. 1,84,00,000) since the management has taken suitable measures to recover the said dues and is hopeful of recovery in due course of time.

9.1 Salaries and Wages include Rs. Nil (Previous year - Rs. 18,01,38,843) paid on account of Voluntary Retirement Scheme.

1) Contingent liabilities not provided for in respect of:

10.1) (a) Guarantees and counter guarantees given by the Company to Banks/Financial Institutions / Others in respect of loans / guarantees to/for other companies (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs.10,55,73,000 plus interest, if any (Previous Year Rs. 10,55,73,000 plus interest, if any).

(b) Guarantees given by the Bankers on behalf of the Company (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs.98,25,039 (Previous Year Rs. 3,54,51,041).

(c) Disputed Excise claims/demands, of Rs.89,53,05,903 (Previous year Rs.69,46,15,026) excluding interest liability, of any, against and/or relating to the Company and counter claims by the Company are pending or otherwise being contested before the various Excise Authorities /Courts against which the Company has paid Rs.12,08,34,166 (Previous year Rs.29,07,295) (included in Loans & Advances) under protest in the opinion of the management, appropriate provisions have been made in the books of account in respect of Excise claims/ demands that may become payable based on the legal advice /present status of various matters. Further, various show cause notices/show cause-cum-demand notices/attachment notice including in respect of Vile Parle Property, Mumbai have been received from Excise Authorities by the Company and/or in relation to the Company. Since these notices are in the nature of explanations required, the Company does not consider them to constitute any liability. All these notices have been replied/attended to and are pending at different stages including BIFR/AAIFR.

(d) Excluding the claims/demands against the Company not acknowledged as debts as mentioned in (c) above:

(i) Income Tax in respect of earlier years under dispute for which appeals/ rectification petitions have been / are being preferred by the Company and / or pending final assessments: Rs.2,16,47,04,107 (Previous Year Rs. 7,67,76,44,439) including interest up to the date of respective demands and excluding further interest liability if any and penalty of Rs.1,54,16,20,033 (Previous Year Rs. 4,88,75,07,440)

(ii) Other Income Tax proceedings in respect of earlier years decided in the Company's favour by the Appellate Authorities against which the Department is in further appeals excluding further interest liability, if any : Rs.651,56,21,760 (Previous Year Rs.100,16,18,582).

(e) As per order of Hon'ble High Court of Delhi, the Company had filed a Modified Draft Rehabilitation Scheme (MDRS) to BIFR, which is pending and consequential impact, if any, would be considered, including reliefs asked for waiver of interest and penalties arising on implementation of the modified scheme as and when sanctioned.

(f) The Company expects to succeed in all the pending disputes, as per the expert opinions obtained by the management.

vii)The Company has received notices from certain States in USA with regard to claims against cigarettes sold in those States. However, as per an expert legal opinion obtained, the Company is not liable for claims, whatsoever-amount unascertainable.

10.2) Capital Commitment:

Estimated amount of contracts remaining to be executed on Capital account and not provided for Rs.2,01,30,882 (Previous Year Rs. 2,97,38,896) (Net of advances of Rs. 3,07,38,636 (Previous Year of Rs. 3,84,83,046)

10.3) Other Commitments:

Disclosure in respect of Operating Leases:

Assets taken on lease:

(a) The Company has taken various residential I commercial premises under cancelable Operating Leases. The Lease Agreements are usually renewable by mutual consent on mutually agreeable terms.

(b) The rental expense in respect of Operating Leases are charged as rent under Note 23.

(c) The rental income in respect of Operating Leases is included in "Miscellaneous Income" amounting to Rs. 12,66,980 (Previous Year Rs. 10,99,397) shown under Note 17.

2) Land & Buildings and Plant & Equipment were revalued as on 30th June, 1980, 30th June, 1984, 30th June, 1986 (only Land and Buildings), 30th June, 1988 and 31st March,1993. The total increase as a result of these revaluations were transferred to Revaluation Reserve in the respective years. All the above stated revaluations were carried out by an external approved valuer on the basis of market/replacement value of similar assets, using standard indices and after considering the obsolescence and age of individual assets. The revalued amounts, net of withdrawals, of Rs. 14,66,98,190 for Land & Buildings and Rs 64,58,08,462 for Plant & Equipment (Previous Year Rs. 14,66,98,190 and Rs. 65,62,11,633, respectively) remain substituted for the historical costs in the gross block of Fixed Assets (refer Note 8).

3) (a) In the opinion of the management, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(b) The Accounts of certain Trade Receivables, Trade Payables, Non-operative Banks I Lenders and Loans & Advances are however, subject to formal confirmations I reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current year's financial statements.

4) Other Liabilities includes Rs. 3,07,90,749 (Previous Year Rs.3,07,90,749) on account of income tax refund received pertaining to earlier years as the disputed matters are yet to be decided.

5) (i) There are no Micro, Small and Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly, no additional disclosures have been made.

(ii) The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

7) The Company as a part of development activities of Realty Division :-

(a) (i) Certain Flats situated at Mumbai, hitherto held as fixed assets having book value of Rs. NIL (Previous Year Rs. 2,02,888) were converted into "Stock-in-Trade"atan amount of Rs. Rs. NIL (Previous Year Rs. 2,70,00,000) being the fair market value on the dates of conversion i.e. 30th June,2010. The fair market value was determined based on the relevant reckoner maintained by the Stamp Authorities. Consequent to conversion of flat at fair market value, the surplus of Rs. NIL

(Previous Year Rs. 2,67,97,112) being the difference between the fair market value and book value arising on this account is transferred to Statement of profit and loss and shown under the head "Other Income".

(ii) Also some of the Land & Building situated at Andhra Pradesh, hitherto held as fixed assets having book value of Rs. NIL (Previous Year Rs. 1,33,427) were converted into "Stock-in-Trade" at an amount of Rs. NIL (Previous Year Rs. 10,25,00,000) being the fair market value on the dates of conversion i.e. 16th Feb,2011. The fair market value was determined based on the relevant card rates maintained by the Stamp Authorities. Consequent to conversion at fair market value, the surplus of Rs. NIL (Previous Year Rs. 10,23,66,573) being the difference between the fair market value and book value arising on this account is transferred to Statement of profit and loss and shown under the head "Other Income".

(b) The Company had entered into Memorandum of Understanding (MOU) in December, 2009 with M/s Sheth Developers Pvt. Ltd. and Suraksha Realty Ltd. and received an advance of Rs. 1,32,00,00,000 (Previous Year Rs. 1,32,00,00,000) to jointly develop its Vile Parle property. However, the aforesaid parties have disputed further payments due in March 2011, (in terms of the said MOU).

In terms of MOU, notice dated March 26,2011 was served upon the parties advising them to make final payment by March 31, 2011 which they have not paid. The company's minority shareholder filed a suit in the City civil Court, Dindoshi, Mumbai, challenging the MOU entered into by the company with the developer. The City Civil Court, Mumbai vide its order dated 26.04.2011 granted ad-interim stay in respect of operation of the MOU.

As a result of the above, the Company has in the Modified Draft Rehabilitation Scheme (MDRS) submitted to the BIFR has sought for refunding the above advance, on the Company being able to raise the funds from a new investor/financier by providing the aforesaid property as security.

(i) According to the MDRS, the Company has proposed that the money received under the aforesaid MOU be refunded along with Interest as approved by the BIFR.

(ii) The Company has decided to develop its Vile Parle Property on its own by making arrangement with a strategic investor who will infuse funds for proposed development.

Asuitable arrangement between the strategic investor and Company shall be made by the approval of Hon'ble BIFR. Further, title deeds of the property are lying in Escrow Account with the solicitor.

(c) The Company had entered a development agreement in September, 2007 and a supplemental agreement dated October, 2008 with a developer to jointly develop its Hyderabad property and advance of Rs. 5,00,00,000 was received. The developer however, now is not interested to go further with the said agreement. Hence, the Company has floated proposal to tie up with a new developer to which certain developers have evinced interest and the negotiations are going on.

(d) The Company has given advances aggregating to Rs. 1,63,93,41,602 (Previous Year Rs. 1,75,22,75,686) to Golden Reality and Infrastructure Limited (a subsidiary of the Company) which in turn utilized to acquire certain development right in the two plots of land situated in Delhi for Joint Development pursuant to Development agreement in this regard.

8) Related Party Disclosures:

Related party disclosures as required by AS -18 "Related Party Disclosures" are given below:

I. List of related parties : 1. Parties where Control Exists - Subsidiary Companies:

Western Express Industries Limited Golden Investment (Sikkim) Private Limited.

Golden Realty & Infrastructure Limited

GTC Inc B.V, Netherland

Raigadh Papers Limited -Fellow Subsidiary

2. Associates/Joint Ventures :

GHCL Limited

M/s Ashoka Developers & Builders Ltd.

3. Other Parties with whom the Company has entered into transactions during the year:

(i) Key Management Personnel

Shri J. P. Khetan - Director (Managing Director upto 31st July, 2011)

Shri A. K. Joshi - Acting Managing Director

(ii) Relatives of Key Management Personnel

Smt. Madhu Khetan - Wife of Shri J. P. Khetan

Shri Amit Joshi - Son of Shri A. K. Joshi

Shri Ashwin Joshi - Son of Shri A. K. Joshi

Notes:

1 Related parties have been identified by the management and relied upon by the auditors.

2. No amount pertaining to related parties has been provided for as doubtful debts. Also, no amount has been written off/written back in respect of aforesaid parties during the year.

3 Figures in brackets pertain to previous year

11. As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the notes to Consolidated Financial Statements.

12. The Previous Year's figures have been rearranged, reinstated and/or regrouped wherever necessary to conform to the Current Year's presentation.


Mar 31, 2010

1) Contingent liabilities not provided for in respect of:

1.1) (a) Guarantees and counter guarantees given by the Company to Banks/Financial Institutions / Others in respect of loans / guaran tees to / for other companies (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs.10,55,73,000 plus interest, if any (Previous Year Rs. 10,55,73,000 plus interest, if any).

(b) Guarantees given by the Bankers on behalf of the Company (excluding in respect of Excise Duty referred to in Note no.(c) below) Rs.2,99,21,519 (Previous Year Rs. 2,42,58,420 ).

(c) Disputed Excise claims/demands, of Rs.69,13,68,285 (Previous Year Rs. 84,03,89,773) excluding interest liability, if any, against and / or relating to the Company and counter claims by the Company are pending or otherwise being contested before the various Excise Authorities/ Courts against which the Company has paid Rs.30,41,610 (Previous Year Rs.24,35,712) (included in Loans & Advances) under protest. In the opinion of the management, appropriate provisions have been made in the books of account in respect of Excise claims/ demands that may become payable based on the legal advice/ present status of various matters. Further, various show cause notices/ show cause-cum-demand notices have been received from Excise Authorities by the Company and/ or in relation to the Company. Since, these notices are in the nature of explanations required, the Company does not consider them to constitute any liability. All these notices have been replied/ attended to and are pending at different stages.

(d) Excluding the claims/demands against the Company not acknowledged as debts as mentioned in (c) above :

(i) Income Tax in respect of earlier years under dispute for which appeals/ rectification petitions have been / are being preferred by the Company and / or pending final assessments: Rs.7,67,67,17,449 (Previous Year Rs. 7,63,35,30,754) including interest upto the date of respective demands and excluding further interest liability if any and penalty of Rs.4,89,12,56,796 (Previous Year Rs.4,88,02,87,956)

(ii) Other Income Tax proceedings in respect of earlier years decided in the Companys favour by the Appellate Authorities against which the Department is in further appeals excluding further interest liability, if any : Rs.100,16,18,582 (Previous Year Rs.100,16,18,582).

(e) Pursuant to BIFR Order dated 16th December, 2002, the Company has made applications to Excise / Income Tax Departments to waive the interest and penalties included in the demand as referred in para (c) and (d) above and those as may arise during the scheme period.

(f) The Company expects to succeed in all the pending disputes, as per the expert opinions obtained by the management.

2) Estimated amount of contracts remaining to be executed on Capital account and not provided for Rs.2,89,81,552 (Previous Year Rs.568,78,940) (Net of advances of Rs.1,71,88,636; Previous Year of Rs.5,32,30,709)

3) Land & Buildings and Plant & Machinery were revalued as on 30th June, 1980, 30th June, 1984, 30th June, 1986 (only Land and Buildings), 30th June, 1988 and 31st March,1993. The total increase as a result of these revaluations were transferred to Revaluation Reserve in the respective years. All the above stated revaluations were carried out by an external approved valuer on the basis of market/replacement value of similar assets, using standard indices and after considering the obsolescence and age of individual assets. The revalued amounts, net of withdrawals, of Rs.16,72,14,822 for Land & Buildings and Rs.66,76,63,587 for Plant & Machinery (Previous Year Rs. 65,98,12,366 and Rs.66,76,63,587, respectively) remain substituted for the historical costs in the gross block of Fixed Assets (Schedule ‘E).

4) There is a substantial diminution in the carrying value of certain long term quoted investment as compared to its market value which in the opinion of the management is temporary and therefore, no provision is considered necessary at this stage as the same are long term and strategic in nature.

5) The Company has provided excise duty/customs duty of Rs.3,17,55,444 (Previous Year Rs.6,25,50,643) on the goods lying in bonded premises as on the Balance Sheet date and included the same in the inventory value.

6) No provision has been considered necessary in respect of certain overdue sundry debtors and loans and advances aggregat ing to Rs.3,09,91,797(Previous Year Rs. Nil) since the Management has taken suitable measures to recover the said dues and is hopeful of recovery in due course of time.

7) Advances recoverable in cash or in kind or for value to be received-considered good include :

(a) capital advances of Rs.1,71,88,636 (Previous Year Rs.5,32,30,709) towards purchase of fixed assets.

(b) receivable from subsidiary companies Rs.1,10,90,58,172 (Previous Year Rs. 11,20,88,721).

8) (a) The Accounts of certain Debtors, Creditors, Non-operative Banks / Lenders and Loans & Advances are subject to confirma tions, reconciliations, and adjustments, if any, having consequential impact on the loss for the year, assets and liabilities, the amounts whereof are presently not ascertainable. However, the management does not expect any material difference affecting the current years financial statements. (b) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realised in the ordinary course of business unless otherwise stated. Provision for depreciation and all known liabilities is adequate and not in excess of the amount reasonable necessary.

9) Nature of security in respect of Secured Loans and terms of redemption of Debentures :

I) 12% Secured Redeemable Non-Convertible Debentures privately placed with IFCI Limited and Funded Interest Term Loan :

(a) Secured by a First Mortgage of land situated at village Dhanot in the State of Gujarat and a first charge by way of hypothecation of the Companys movable properties subject to prior charge on specified movables in favour of the Companys Bankers for Working Capital facilities and is further secured by equitable mortgage of the Companys immovable properties at Baroda Gujarat having pari passu with the Bankers who have given working capital term loan.

(b) Redemption terms of Debentures :

These Debentures are repayable as per the scheme sanctioned by the BIFR Order and according to which the earliest two half yearly installments of Rs.100 lacs each are payable in the year 2010-2011.

II) Loan from Scheduled Banks :

(a) Working capital facilities and non fund based limits of Rs.1000 Lacs (Previous Year Rs.1000 Lacs) are secured by hypothecation of inventories and book debts and further secured by mortgage by way of third charge on immovable property at Baroda.

(b) Working Capital Term Loan is secured by first charge by way of mortgage of property at Baroda ranking pari passu with lender mentioned above in I (a).

(c) Funded Interest Term Loans are secured by second charge by way of mortgage of property at Baroda.

(d) Guarantees given by the Companys Bankers are secured/ to be secured by hypothecation of stocks, book debts, fixed deposits with banks and certain machineries, equitable mortgage of certain immovable properties at Baroda subject to prior charge in favour of Trustees for the debenture holders and/ or pledge of fixed deposit receipts.

(e) Term loan availed from a Bank is secured by way of Deposit of title deeds of property situated at Palghar, Dist- Thane, Maharashtra.

III) Loan from Bodies Corporate :

(a) of Rs.13,11,32,236 (Previous Year Rs.16,56,87,771) is secured by way mortgage of immovable property of Marol, Mumbai.

(b) of Rs.30,75,93,219 (previous year Rs.32,68,62,515) is secured by way of charge of property to be constructed at Hyderabad.

11) a) No provision has been made in the accounts in respect of estimated total liability for future payment of gratuity of Rs.11,21,23,631 (Previous Year Rs.13,09,11,370) determined on the basis of actuarial valuation, as the Companys practice is to account for the same as and when due for payment. (b) The Company has given an advance of Rs.11,22,95,185 (Previous Year Rs. 11,06,54,585) to and made an investment of Rs.2,31,20,000 (Previous Year Rs.2,31,20,000) in Western Express Industries Limited (WEIL), a wholly owned subsidiary Company, come which has accumulated losses far in excess of its paid up capital and reserves & surplus. However, the manage ment is hopeful of recovering / realising the same in due course of time in view of expected revival of activities / developments in the said subsidiary.

Further, as a nominee of the Company, WEIL had acquired 100% ownership of Raigadh Papers Limited (RPL) for a consider ation of Rs.1,20,00,000 in the year 2007. RPL is having extensive land at Raigadh, whose value, based on an independent valuers opinion exceeds the aggregate amount of advance given/investment made. The acquisition of ownership of RPL has strengthened the asset base of WEIL significantly and has provided adequate financial coverage to the aforesaid advance and investment by the Company in WEIL. In view of what is stated above, no provisioning has been considered necessary. 12) (a) Miscellaneous Income under the head "Other Income" include Rs. Nil (Previous Year Rs.1,80,00,000) towards compensation receivable from an associate on account of termination of contract for purchase of property.

10) (a) Other Liabilities include :

(i) Rs.31,45,585 (Previous Year Rs.31,81,596) payable to Subsidiary Companies and

(ii) Rs.3,07,90,749 (Previous Year Rs.1,95,49,818) on account of income tax refund received pertaining to earlier years as the disputed matters are yet to be decided. (b) (i) There are no Micro, Small and Medium Enterprises as defined in the Micro, Small, Medium Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly, no additional disclosures have been made. (ii) The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

11) The Company as a part of development activities of Realty Division :-

(a) During the year, some of the Land situated at Andhra Pradesh hitherto held as fixed assets, were converted into "Stock-in- Trade" at an amount of Rs.18,61,51,280 being the fair market value on the date of conversion i.e. 30th June,2009, 30th Sep,2009 and 31st March,2010.The fair market value was determined based on the card rates maintained by the Stamp Authorities.

Consequent to conversion of land at fair market value, the surplus of Rs.18,57,70,353 being the difference between the fair market value and book value arising on this account is transferred to Profit & Loss account and shown under the head “Other Income".

(b) Land situated at Marol, hitherto held as fixed asset, was converted into “stock-in-trade” at an amount of Rs. Nil (Previous Year Rs.24,91,15,900) being the fair market value on the date of conversion i.e.25th June, 2008. The fair market value was determine and certified by a government approved valuer Consequent to conversion of land at fair market value, the surplus of Rs. Nil (Previous year Rs.24,77,73,375) being the difference between the fair market value and book value arising on this account is transferred to Profit & Loss account and shown under the head "Other Income".

(c) (i) During the year, the Company has entered into a Memorandum Of Understanding (MOU) with reputed developers to jointly develop its Vile Parle property (subject to necessary approvals/clearances/permissions) and partly received Rs.75,00,00,000 upto 31st March, 2010 and Rs.25,00,00,000 after the close of the year. (ii) The said property has been converted into stock in trade (held hitherto as Fixed Assets) at book value.

(d) During the year the Company has assigned advance of Rs.53,50,00,000 to M/s Golden Realty & Infrastructure Limited, a subsidiary company and also given advance of Rs.46,05,39,481 for acquiring the development rights

(e) In September, 2007 the Company transferred its land of the cost of Rs.39,480 at Hyderabad to stock in trade and entered into agreement with a builder for joint development of commercial complex to be completed in thirty six months. As per the agreement, the Company would be entitled to receive around 50% of the constructed saleable area as consideration.

12) Related Party Disclosures :

Related party disclosures as required by AS - 18 "Related Party Disclosures" are given below :

I. List of related parties :

1. Parties where Control Exists - Subsidiary Companies :

Western Express Industries Limited

Golden Investment (Sikkim) Private Limited.

Golden Realty & Infrastructure Limited

GTC Inc B.V, Netherland

Raigadh Papers Limited -Fellow Subsidiary

2. Associates/Joint Ventures with whom the Company has entered into transaction during the year :

GHCL Limited

M/s Ashoka Developers & Builders Ltd

3. Other Parties with whom the Company has entered into transactions during the year : (i) Key Management Personnel

Mr. J. P. Khetan - Managing Director

Mr. Viney Mehra - Whole Time Director

Mr. A. K. Joshi - Whole Time Director

(ii) Relatives of Key Management Personnel

Mrs. Madhu Khetan - Wife of Managing Director

Mr. Amit Joshi - Son of Whole Time Director

Mr. Ashwin Joshi - Son of Whole Time Director

13) Disclosure in respect of Operating Leases : Assets taken on lease :

(a) The Company has taken various residential / commercial premises under cancelable Operating Leases. The Lease Agreements are usually renewable by mutual consent on mutually agreeable terms.

(b) The rental expense in respect of Operating Leases are charged as rent under Schedule O.

(c) The rental income in respect of Operating Leases is included in "Miscellaneous Income" amounting to Rs.24,47,649 (Previous Year Rs.22,50,271 ) shown under Schedule M.

14) Personnel Expenses include Rs.5,16,558 (Previous Year Rs.9,85,320) paid on account of Early Voluntary Retirement Scheme and Rs.2,84,45,813 (Previous Year Rs.Nil) paid on account of Voluntary Retirement Scheme.

15) Fixed Deposit include deposits of Rs.1,41,03,070 (Previous Year Rs. 96,68,000) pledged with Banks against Guarantees and Credit facilities and with Government authorities for VAT/Entry Tax registration.

16) Interest and Commitment charges includes Rs.8,61,97,199 (Previous year Rs. 9,68,26,405) being interest and commitment charges on fixed loans and debenture.

17) The amount of exchange difference (net) debited to the Profit and Loss Account : Rs.59,92,595 [Previous Year (net) debited. Rs. 28,70,934]

18) (i) After the resignation of Company Secretary in the month of January 2009, the Company is making concerted efforts to appoint a Company Secretary required to be appointed under section 383 A of the Companies Act,1956.

(ii) As per Accounting Standards (AS) 17 "Segment Reporting", Segment information has been provided in the notes to consolidated financial statments.

19) The Previous Years figures have been rearranged, reinstated and/or regrouped wherever necessary to conform to the Current Years presentation.

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