Notes to Accounts of Univa Foods Ltd.

Mar 31, 2015

Note 1. Micro and medium scale business entities.

In the absence of information received by the company about supplied pertaining to the micro small & medium enterprises, as defined in the micro, small and medium enterprises development Act 2006 to whom the company owes on account of principal amount together with interest including interest on delayed payments and accordingly no additional disclosure have been made ln the opinion of the management, the above information regarding micro, Small & Medium Enterprises has through been determined, however no such parties could be identified on the basis of information available with the company. This has been relied upon by the auditors.

2. There were no Commodity contracts entered during the year and the account confirmation with outstanding contracts with Anand rathi Commodities Ltd. and Motilal Oswal Commodities Broker Pvt. Ltd. are not available. Note 10 Contingent liability

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (previous year Rs. NIL).

b) With regards to the service Tax, the demand from the department with regards to the period Oct, 2004 to July 2006 regarding interest & penalty is Rs7,07,394/- & Rs. 16,41,776/- respectively. The matter is sub-judice with CIT appeals.

Note 14 The Sundry Balance of Creditors, Loans and Advances (either debit or credit) and Other Liabilities are subject to confirmation. Note 15 Since all the fixed assets have been sold until and there are no other assets as per the management which are doubtful or value will be diminished and therefore there is no requirement of impairment of assets in accordance with AS-28 on Impairment of Assets issued by the ICAI.

Also the going concern concept has been affected.

Note 16 In the opinion of the board, the Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all the known liabilities have been made, subject to and read with the notes, at the reasonable amounts.

Note 3. Deferred Tax Asset & Provision for Taxation

There are no other timing differences and therefore no deferred tax.

Note 4. The accounting year of the company i.e 31st March year ending will be same as tax financial year. There is a Nil tax liability during the year.

Note 5. The Company is making efforts to comply with the provision of section 203(1 )

(ii) of the Companies Act, 2013 regarding appointment of whole time Company Secretary and during the year company has appointed Company Secretary, however the same post has been resigned by him after the period of two months.

Note 6. The company's long term loans and advances exceeding 50% of the net worth with major income as 'other income' at year end may result in applicability of Deemed NBFC(Loan Company) provisions, however the company is of the opinion that its principal business being not providing finance with all Loans/Advances in the ordinary course of business hence such provisions are not applicable

Note 7. The accounts for the year ended 31st March, 2015 have been prepared on the basis of "going concern" concept and the accumulated losses are more than fifty percent of the net worth of the company.

Note 8. Previous years figures have been regrouped, re-classified and re-arranged wherever necessary.

Note 9. During the previous year the company has sold shares of its subsidiary M/s Polar Finance Limited and therefore there are no other Subsidiaries in the company.

Note 10. During the current year the company has prepared the balance sheet based on Schedule III of the Companies Act, 2013.

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Mar 31, 2014

Note 1 Micro and medium scale business entities.

In the absence of information received by the company about supplied pertaining to the micro small & medium enterprises, as defined in the micro, small and medium enterprises development Act 2006 to whom the company owes on account of principal amount together with interest including interest on delayed payments and accordingly no additional disclosure have been made.

In the opinion of the management, the above information regarding micro, Small & Medium Enterprises has through been determined, however no such parties could be identified on the basis of information available with the company. This has been relied upon by the auditors.

Note 2 Contingent liability

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (previous year Rs. NIL).

b) With regards to the service Tax, the demand from the department with regards to the period Oct, 2004 to July 2006 regarding interest & penalty is Rs7,07,394/- & Rs. 16,41,776/- respectively. The matter is with CIT appeals.

Note 3 The Sundry Balance of Creditors, Loans and Advances (either debit or credit) and Other Liabilities are subject to confirmation.

Note 4

Since all the fixed assets have been sold until and there are no other assets as per the management which are doubtful or value will be diminished and therefore there is no requirement of impairment of assets in accordance with AS-28 on Impairment of Assets issued by the ICAI. Also the going concern concept has been afftected.

Note 5

In the opinion of the board, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all the known liabilities have been made, subject to and read with the notes, at the reasonable amounts.

Note 6

Deferred Tax Asset & Provision for Taxation

There are no other timing differences and therefore no deferred tax.

Note 7

The accounting year of the company i.e 31st March year ending will be same as tax financial year. There is a Nil tax liability during the year.

Note 8

The Company is making efforts to comply with the provision of section 383 A of the companies Act, 1956 regarding appointment of whole time Company Secretary, however it has not been able to appoint so till now.

Note 9

The accounts for the year ended 31st March, 2014 have been prepared on the basis of "going concern" concept and the accumulated losses are more than fifty percent of the net worth of the company.

During the year the company has appointed Mr. Dinesh Patel as a Independent director to comply with clause 49 of the listing agreement regarding executive director & non executive director

Note 10

Previous years figures have been regrouped, re-classified and re-arranged whereever necessary.

Note 11

During the year the company has sold shares of its subsidiary M/s Polar Finance Limited and therefore there are no other subsidiaries in the company.

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Mar 31, 2013

Note 1 Contingent liability

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (previous year Rs. NIL).b) With regards to the service Tax, the demand from the department with regards to the period Oct, 2004 to July 2006 regarding interest & penalty is Rs7,07,394/- & Rs. 16,41,776/- respectively. The matter is with CIT appeals.

Note 2 The Sundry Balance of Creditors, Loans and Advances (either debit or credit) and Other Liabilities are subject to confirmation.

Note 3 Since all the fixed assets have been sold until and there are no other assets as per the management which are doubtful or value will be diminished and therefore there is no requirement of impairment of assets in accordance with AS-28 on Impairment of Assets issued by the ICAI. Also the going concern concept has been affected.

Note 4 In the opinion of the board, the Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all the known liabilities have been made, subject to and read with the notes, at the reasonable amounts.

Note 5 Deferred Tax Asset & Provision for Taxation

There are no other timing differences and therefore no deferred tax.

Note 6 The accounting year of the company i.e 31st March year ending will be same as tax financial year. There is a tax liability during the year of Rs. 1,86,000 /- in the current year.

Note 7 The Company is making efforts to comply with the provision of section 383 A of the companies Act, 1956 regarding appointment of whole time Company Secretary, however it has not been able to appoint so till now.

Note 8 The accounts for the year ended 31st March, 2013 have been prepared on the basis of "going concern" concept though the accumulated losses is less than fifty percent than the net worth of the company.

Note 9 The balance sheet has been prepared in the Revised Schedule VI format and therefore the previous year''s figures are regrouped, rearranged and restated wherever necessary.

The above company M/s. Jai Thacker''s Land Development Ltd has been sold & is no longer a subsidiary w.e.f 30th September, 2012.

Note 10

During the year the company has only three directors and therefore the ratio as per clause 49 of the listing agreement regarding executive director & non executive director is yet to be complied with. we have been explained by the company that the company is under process of appointing another independent director (in place of late Shri V.P Shah & Late Shri Jyotindra Kapadia who expired on 06.02.2013 & 27.06.2012)within the prescribed time allowed under regulation.

during the current quarter the investment which has been made in jai thicker which was w off earlier is now been w back to the extent of sale value of subsidiary.

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Mar 31, 2012

Note 1.1 Micro and medium scale business entities.

In the absence of information received by the company about supplied pertaining to the micro small & medium enterprises, as defined in the micro, small and medium enterprises development Act 2006 to whom the company owes on account of principal amount together with interest including interest on delayed payments and accordingly no additional disclosure have been made.

In the opinion of the management, the above information regarding micro, Small & Medium Enterprises has through been determined, however no such parties could be identified on the basis of information available with the company. This has been relied upon by the auditors.

Note 2 The Sundry Balance of Creditors, Loans and Advances (either debit or credit) and Other Liabilities are subject to confirmation.

Note 3 Since all the fixed assets have been sold until and there are no other assets as per the management which are doubtful or value will be diminished and therefore there is no requirement of impairment of assets in accordance with AS-28 on Impairment of Assets issued by the ICAI. Also the going concern concept has been affected.

Note 4 In the opinion of the board, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all the known liabilities have been made, subject to and read with the notes, at the reasonable amounts.

Note 5 Contingent liability not provided, for

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (previous year Rs. NIL).b) Uncompleted assessment of Income Tax, and Services Tax of the company for which assessment are pending for various years. The amount is unascertainable.

Note 6 Deferred Tax Asset & Provision for Taxation

There are no other timing differences and therefore no deferred tax.

Note 7 The accounting year of the company i.e 31st March year ending will be same as tax financial year. There is a tax liability during the year of Rs. 70,000 in the current year.

Note 8 The Company is making efforts to comply with the provision of section 383 A of the companies Act, 1956 regarding appointment of whole time Company Secretary, however it has not been able to appoint so till now.

Note 9 The balance sheet has been prepared in the Revised Schedule VI format and therefore the previous years figures are regrouped, rearranged and restated wherever necessary.

NOTES TO ACCOUNTS

Notes Annexed to and forming a part of the Consolidated Accounts for the year ended 31 st March, 2012

BASIS OF PREPARATION

Note 1:

The accounts have been prepared as per accounting policies of Hotel Rugby Limited and its subsidiary companies.

Note 2:

The excess of the share capital and reserves of one company over the cost of investments in another company has been described as "Capital Reserve" in the Consolidated Financial Statements. Diminution in value of shares of one subsidiary company held by another subsidiary company has been considered for the purpose of calculation of Capital Reserve. The difference calculated during the year in adjustment has been effected in Capital Reserve as Post Sale of investments.

Note 3:

Adjustment have been made in respect of inter group transactions as Inter-corporate Deposits, Investments etc.

Note 4:

Minority interest in subsidiary companies belongs to promoters and their relatives. Hence minority interest has not been considered.

Note 5:

The results arising out of consolidation are subject to confirmation with respective parties. The consolidation has been done as required under Clause 32 of the Listing Agreement.

Note 7:

Considering the cross holdings of holding and subsidiary companies and holdings of one of subsidiary company in another subsidiary company and it being peculiar cross holding transactions with diminution provisions made in one subsidiary as against none in others. The consolidation has been prepared in the best possible method taking into account AS-21 for Consolidated Financial Statements and other accounting standards.

Note 8:

The accounting year of two subsidiary companies viz. Polar Finance Limited, and Jai Thacker's Land Development Limited is same as that of the holding company. Hence for the purpose of consolidation the audited figures for the year 1st April 2011 to 31st March 2012 is taken.

Note 9:

Considering the materiality, the cut off dates for acquisition of shares by holding company in subsidiary companies and vice-versa is taken as 30th April, 1995 even though the actual acquisition is earlier.

Most of the accounting policies of the holding Company and that of the subsidiaries are similar.

Micro and medium scale business entities.

In the absence of information received by the company about supplied pertaining to the micro small & medium enterprises, as defined in the micro, small and medium enterprises development Act 2006 to whom the company owes on account of principal amount together with interest including interest on delayed payments and accordingly no additional disclosure have been made in the opinion of the management, the above information regarding micro. Small & Medium Enterprises has through been determined, however no such parties could be identified on the basis of information available with the company. This has been relied upon by the auditors.

Note 10.1 The company owns 13.26% shares in the Joint Venture properties known as Marine

Mention, Marine View at Parsi chawl, Marine Lines and at Kamatipura, junction of For as It is a residential cum commercial building build parent to year 1925. The entire property of the Joint venture is let out to tenants and no income has accrued till date from the said joint venture.

Note 10.2 The company has sold investments in equity instruments M/s Sea Jewel Property Developers Private Limited and the necessary entries have been accounted.

Note 11:

The Sundry Balance of Creditors, Loans and Advances (either debit or credit) and Other Liabilities are subject to confirmation.

Note 12:

Since all the fixed assets have been sold until and there are no other assets as per the management which are doubtful or value will be diminished and therefore there is no requirement of impairment of assets in accordance with AS-28 on Impairment of Assets issued by the ICAI.

Note 13:

In the opinion of the board, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all the known liabilities have been made, subject to and read with the notes, at the reasonable amounts.

Note 14:

The computation of net profits for the purpose of calculation of Director's remuneration under section 349 of the Companies Act, 1956 is not enumerated since no commission is allowed / paid to Managing Director and/or Executive Director of the company for the year.

Note 15: Contingent liability not provided, for

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (previous year Rs. NIL).b) Uncompleted assessment of Income Tax, and Services Tax of the company for which assessment are pending for various years. The amount is unascertainable.

Note 16: Deferred Tax Asset & Provision for Taxation

Deferred Tax Liability arises due to timing difference of depreciation.

The major assets of the company have been sold / disposed off during the previous years and there fore the respective deferred tax is adjusted accordingly during the previous years.

There are no other timing differences and therefore no deferred tax.

The accounting year of the company i.e 31st March year ending will be same as tax financial year.

There is a tax liability during the year of Rs. 45,000 after considering carried forward losses.

Note 17:

The accounting year of the company i.e. 31st March year ending will be same as tax financial year.

Note 18:

The Company is making efforts to comply with the provision of section 383 A of the companies Act, 1956 regarding appointment of whole time Company Secretary, however it has not been able to appoint so till now.

Note 19:

During the current year the balance sheet has been prepared in the Revised Schedule VI format and therefore the previous years figures are regrouped, rearranged and restated wherever necessary.

Note 20: Important note for Jai Thacker Land Development Limited

The accounts are prepared on a going concern basis though the net worth has been almost eroded.

Note 21: Important note for Polar Finance Limited

The accounts are prepared on a going concern basis though the accumulated losses is more than the net worth of the company.

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Mar 31, 2011

1. The Sundry Balance of Creditors, Loans and Advances (either debit or credit) and Other Liabilities are subject to confirmation.

2. Since all the fixed assets have been sold until and there are no other assets as per the management which are doubtful or value will be diminished and therefore there is no requirement of impairment of assets in accordance with AS-28 on Impairment of Assets issued bythelCAI.

3. In the opinion of the board, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provisions for all the known liabilities have been made, subject to and read with the notes, at the reasonable amounts.

4. Advance Subscription as well as deposit towards time share sale have been settled by inviting deposit holders to take refund and in the opinion of management no liability is materially left & therefore balances lying in the credit have been written back in P&L A/c during the current year.

5. Remuneration to Managing Director and Executive Director.

No remuneration is paid w.e.f 1st Aug 2006 since Managing Director & Executive Director have voluntary stopped the remuneration in view of financial difficulties of the company.

6. The computation of net profits for the purpose of calculation of Director's remuneration.under section 349 of the Companies Act, 1956 is not enumerated since no commission is allowed / paid to Managing Director and/or Executive Director of the company for the year.

7. Contingent liability not provided, for

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (previous year Rs. NIL).

b) Uncompleted assessment of Income Tax, and Services Tax of the company for which assessment are pending for various years. The amount is unascertainable.

8. (a) Deferred Tax Liability arises due to timing difference of depreciation.

(b) The major assets of the company have been sold / disposed off during the previous years and there fore the respective deferred tax is adjusted accordingly during the previous years.

(c) There are no other timing differences and therefore no deferred tax.

9. (a) The accounting year of the company i.e 31s' March year ending will be same as tax financial year.

(b) There is no tax liability during the year in view of carried forward losses.

10. The Company is making efforts to comply with the provision of section 383 A of the companies Act, 1956 regarding appointment of whole time Company Secretary, however it has not been able to appoint so till now.

11. Previous years figures are regrouped, rearranged and restated wherever necessary.

12. Additional information pursuant to para 3 and 4 of the Part-ll of Schedule of VI to the Companies Act, 1956:

a) Dividends remitted in foreign currency Rs. NIL/- (Previous Year Rs. NIL/-)

b) All other information - either NIL or Not Applicable.

13. Micro and medium scale business entities.

In the absence of information received by the company about supplied pertaining to the micro small & medium enterprises, as defined in the micro, small and medium enterprises development Act 2006 to whom the company owes on account of principal amount together with interest including interest on delayed payments and accordingly no additional disclosure have been made

In the opinion of the management, the above information regarding micro, Small & Medium Enterprises has through been determined, however no such parties could be identified on the basis of information available with the company. This has been relied upon by the auditors.

14. Related Party Disclosures for the year ended 31st March, 2011

(A) Related Party and their relationship

Subsidiary Companies Associates Key Management

Jai Thacker's Land Crystal Hospitality Mahendra R.Thacker Development Ltd Services Pvt. Ltd Darshana M. Thacker

Polar Finance Limited K.R.Thacker & Others Mihir M.Thacker

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Mar 31, 2010

1. Balance of Sundry Creditors, Loans and Advances (either debit or credit) and Other Liabilities are subject to confirmation. - 2. Since all the fixed assets have been sold off till the year end and there are no other assets as per the management which are doubtful or value will be diminished and therefore there is no requirement of impairment of assets in accordance with AS-28 on Impairment of Assets issued by the ICAI.

2. In the opinion of the board, the Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated, in the balance sheet and provisions for all the known liabilities have been made, subject to and read with the notes, at the reasonable amounts.

3. Advance Subscription as well as deposit towards time share sale are shown in the Balance Sheet under separate head after the unsecured loans in view of its peculiar nature with the fact that these are neither of the nature of current liabilities nor unsecured loans.

No remuneration is paid w.e.f 1st Aug 2006 since Managing Director & Executive Director have voluntary stopped the remuneration iri view of financial difficulties of the company.

4. The computation of net profits for the purpose of calculation of Directors remuneration under. section 349 of the Companies Act, 1956 is not enumerated since no commission is allowed / paid to Managing Director and/or Executive Director of the company for the year.

5. (a) The Department of Company Affairs through its order no. 47/266/2005-CL-lll dt. 07th October,2005 has exempted the company from giving details as required by the provision of section 212(1) of the Companies Act,1956 in respect of the subsidiary companies for the year ended 30lh Sept,2004 since the company is preparing and presenting Consolidated Financial Statements. Hence the individual Balance Sheets of subsidiary companies have not been attached. It is expressed by the management (not verifiable) that it has applied for the exemption for the year ended 31st March 2010 and exemption received for the year ended 30th September 2004 and pending such approvals for the subsequent periods ended no disclosure of separate balance sheet during the year ended 31st March 2010 is done for subsidiaries.

(b) During the current period ended 31st March 2010 the audited balance sheet of the subsidiaries have been considered for the twelve month period from 1st April 2009 to 31st March 2010 for the consolidation purpose.

6. Contingent liability not provided, for

a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL (previous year Rs. NIL).

b) Uncompleted assessment of sales Tax, Income Tax, Luxury Tax and Services Tax of the company for which assessment are pending for various years. The amount is unascertainable.

7. (a) Deferred Tax Liability arises due to timing difference of depreciation.

(b) The major assets of the company have been sold / disposed off during the previous periods and there fore the respective deferred tax is adjusted accordingly during the previous periods.

(c) During the current year since the remaining fixed assets are also sold and there for opening deferred tax liability of Rs. 1,54,187 has been fully reversed and adjusted in the profit and loss account.

(d) There are no other timing differences and therefore no deferred tax.

8. (a) The accounting year of the company i.e 31st March year ending will be same as tax financial year. The necessary tax provision for the period from 1st April 2009 to 31st March 2010 is made during the current year. b) Provision for tax made for assessment year 2010-11 is Rs. 1,80,000 ( RYr Rs 5,35,000) and Fringe Benefit Tax provided is Rs NIL ( PYr Rs 2,180)

9. The Company is making efforts to comply with the provision of section 383 A of the companies Act, 1956 regarding appointment of whole time Company secretary, however it has not been able to appoint so till now.

10. (a) Previous years figures are regrouped, rearranged and recasted Wherever necessary.

(b) The current year balance sheet and profit & loss account is for 12 months which is not comparable with the previous years balance sheet and profit & loss account which is from 1st January 2008 to 31st March 2009 for 15 months.

11. Additional information pursuant to para 3 and 4 of the Part-ll of Schedule of VI to the Companies Act, 1956:

a) Till previous period, the turnover of the Company was in respect of food, catering services, sala of sweets and room rentals, it is not possible to give quantity wise details of turnover and raw materials and food and beverages consumed. The Department of Company Affairs through its order no.47/266/2005/L-lll dated 07/10/2005, has exempted the Company from giving such details for the year ended 31/03/2005 and the renewal of exemption is pending for future years. Pending renewal, the company has not given quantitative details till the previous year ended. During the current year, there is no sale & there for the quantitative details are not provided for the current year.

b) Dividends remitted in foreign currency Rs. NIL/- (Previous Year Rs. NIL/-)

c) All other information - either NIL or Not Applicable.

12. Micro and medium scale business entities.

In the absence of information received by the company about supplied pertaining to the micro small & medium enterprises, as defined in the micro, small and medium enterprises development Act 2006 to whom the company owes on account of principal amount together with interest including interest on delayed payments and accordingly no additional disclosure have been made In the opinion of the management, the above information regarding micro. Small & Medium Enterprises has through been determined, however no such parties could be identified on the basis of information available with the company. This has been relied upon by the auditors.

13. The Companys Time share deposit holders / advance subscription liability is under taken to be discharged by Rupali Commercial Corporation Ltd. (The buyer of Hotel at Matheran) & accordingly though the company has paid advance subscription liability to respective parties during the previous period on reimbursement from said Rupali Commercial Corporation Ltd., the necessary effect is given in profit & loss account appropriation in previous period by treating the same as Income as the company is no more liable for the same.

14. Related Party Disclosures for the period ended 31st March, 2010

(A) Related Party and their relationship

Subsidiary Companies

Jai Thackers Land Development Ltd

Polar Finance Limited

Associates

Crystal Hospitality Services Ltd.

K. R. Thacker & Others

Key Management

Mahendra R.Thacker Darshana M.Thacker Mihir M. Thacker

15. Additional Information as required under part IV of Schedule VI to the Companies Balance Sheet abstract and companys General Business Profile: