Notes to Accounts of Lesha Industries Ltd.

Mar 31, 2015

1. During the current financial year 2014-15 the company has sold its IT devision to ECS Biz Tech P. Ltd. under the scheme of demerger approved by Hon'ble Gujarat High Court and accordingly cancelled 80,36,062 Equity Shares under the said scheme Company has allotted 68,17,400 Equity Shares during F.Y. 2009-10 to the Shareholders of Lesha Energy Resources Limited on aquiring the steel devision from the said company under the scheme of De-merger approved by the Hon'ble High Court of Gujarat.

The Company has not issued any Bonus Shares or Bought back any shares during the period of last five years immediately preceeding the Balance Sheet date.

2. Terms/rights attached to equity shares

The company has only one class of equity shares having par value of Rs.10 per share.Each holder of equity shares is entitled to one vote per share.The dividend,if any,proposed by the Board of Directors will be subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company,the holders of equity shares will be entitled to receive assets of the company remaining after settlement of all liabilities.

The Company has not received any intimation on suppliers regarding their status under the Micro, Small and Medium Enterprise Development (MSMED) Act, 2006 and hence disclosure as required under section 22 of The Micro, Small and Medium Enterprise regarding:

(a) Amount due and outstanding to suppliers as at the end of the accounting year;

(b) interest paid during the year;

(c) interest payable at the end of the accounting year;

(d) interest accrued and unpaid at the end of the accounting year;

have not been given , the company is making efforts to get the confirmation from the suppliers as regards their status under the said act.

3. Notes on Accounts Contingent Liabilities

There is no contingent liability as informed by management.

Capital Expenditure Commitments: Nil

4. Related Party Transactions:-

As per Accounting Standard (AS -18) issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties are given below:

List of related parties where control exists and related parties with whom transactions have taken place and relationships:

Sr No Name Relationship

1 Shalin A. Shah Director

2 Ashok C. Shah Director

3 Hitesh Donga Director

4 Daksha D Bhatt Director

5 Leena A. Shah Director's Relative

6 Gujarat Natural Resources Ltd. Associate Concern

7 Shree Ghantakarna Rolling Mills P. Ltd Associate Concern

8 Tanya Estate Pvt. Ltd. Associate Concern

9 Lesha Agro Food Pvt. Ltd Associate Concern

10 Ashnisha Alloys Pvt. Ltd Associate Concern

11 Shalin A. Shah HUF Director's Relative

5. Segment Reporting:

Accounting standards interpretation (ASI) 20 dated 14-02-2004, issued by the accounting standard board of ICAI, on AS-17, Segment reporting clarifies that in case by applying the definition of "Business Segment and Geographical Segment" given in AS-17, it is concluded that there the company has following business segments:

1 Trading of Steel Products

2 Trading of Electronics Products

3 Trading of Toys

4 Dealing in Shares & Securities

There is no secondary identifiable segment.

Information given in accordance with the requirement of Accounting Standard 17, on "Segment Reporting"

6. Earnings per Share:-

The earning considered in ascertaining the company's EPS comprises the profit available for shareholders i.e profit after tax and statutory/regulatory appropriations. The number of shares used in computing Basic EPS is the weighted average number of shares outstanding during the year as per the guidelines of AS-20.

Others;- * Details of loan made during the year 2014-15 as per section 186(4) of The Companies Act 2013 is as per Annexure -1

* Scheme of Arrangement: High Court has sanctioned the Scheme of Arrangement in the nature of De-merger between the company and M/s. ECS Biztech Pvt. Ltd. for the De-merger of I T Division of the Demerged Company. As a result of the Scheme, the Paid up Capital of the Company reduced from Rs.17,46,97,000/- to Rs.9,43,36,380/-. Further the shareholders of the Company gets 23 equity shares of Resulting Company for every 50 equity shares held by the shareholders of Demerged Company on the Record Date.

* In opinion of the management of the company, all loans, advances and deposits are recoverable in cash or kind for value to be received for which no provision is required. However in the opinion of the auditors, it shall be prudent to make sufficient provision for such non-performing assets amounting to Rs. 135.32 Lacs

* As informed by the management that the loans are interest free, which in our opinion is violation of Section 186 (7) of the Companies Act, 2013.

* Confirmation of the concerned parties for the amount due to them and/or due from them as per accounts of the company are not received. Necessary adjustments, if any, will be made when accounts are reconciled or settled. Balance of sundry debtors and creditors, loans and advances accepted and given in the balance sheet are subject to confirmation.

* In the opinion of board of directors the value of loans and advances and other current assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in balance sheet.

* Balance with IDBI bank for Rs. 10,969/- is subject to confirmation as no details has been produced before us for the same.

* As regarding loans from GIDC , the said amount is outstanding since long, the management has provided us with the explanation that as the GIDC has not allotted them their land, the said loan is not repayable and the repayment will start once the GIDC will allots the plot to the company.

* As regards to the differed tax liability the company needs to reverse Rs. 30.45 L against opening reserves as the assets been transferred in the scheme of demerger. Also there is carry forward of losses, the company need not to recognize deferred tax assets in the event of non-availability of convincing evidence as to future income.

* Above Disclosure is made after taking into account the principle of materiality.

* The previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2014

1. The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is elligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend in the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

2. Company has not alloted any bonus shares and/or bought back any equity shares during the priod of five years immediately preceeding the Balance sheet date. However the company had allotted 68,17,400 Equity Shares during F.Y. 2009-10 to the Shareholders of Lesha Energy Resources Limited on acquiring the steel division from the said company under the Scheme of De-merger approved by the Hon''ble High Court of Gujarat

II. ADDITIONAL NOTES (Forming an integral part of Accounts)

1. Scheme of Arrangement : The company has filed petition in High Court u/s. 391 and 394 for sanction of the Scheme of Arrangement in the nature of De-merger between the company and M/ s. ECS Biztech Pvt. Ltd. for the De-merger of I T Division of the Demerged Company. The appointed date for the Scheme is 1st October, 2013.

As per the Scheme, upon coming in to effect of the Scheme, the Paid up Capital of the Company will be reduced from Rs. 17,46,97,000/- to Rs. 12,31,90,510/-. Further the shareholders of the Company will get 23 equity shares of Resulting Company for every 50 equity shares held by the shareholders of Demerged Company on the Record Date to be fixed by the Board in this regard.

2. In opinion of the management of the company, all loans, advances and deposits are recoverable in cash or kind for value to be received for which no provision is required. However in the opinion of the Auditors, it shall be prudent to make sufficient provision for such non performing assets amounting to Rs. 1,35,32,302/-.

3. In the opinion of the Board of Directors, the value of Loans and Advances and other current assets have a value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.

4. Confirmation of concerned parties for the amount due to them and /or due from them as per accounts of the company are not received. Necessary adjustments if any will be made when accounts are reconciled or settled.

5. Wherever the vouchers / bills / invoices / challans etc. have not been adequately supported or are missing, the Management has certified that the transactions under question are genuine transactions. The Auditors have accepted such certification of the management.

6. As per Accounting Standard 18 the details of Related Party disclosure is as under:

Related Party :

Shalin A. Shah Managing Director

Ashok C. Shah Director

Keyoor Bakshi Director

Hitesh Donga Director

Leena A. Shah Director''s Relative

Gujarat Natural Resources Ltd. Associate Concern

Shree Ghantakarna Rolling Mills P. Ltd. Associate Concern

Tanya Estate Pvt. Ltd. Associate Concern

Lesha Agro Food Pvt. Ltd. Associate Concern

7. Segment Reporting:

Information given in accordance with the requirement of Accounting Standard 17, on "Segment Reporting".

Segment Results : Information about primary business segments :

8. Previous year figures have been regrouped and/or rearranged whenever necessary.

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Mar 31, 2013

1. In the opinion of the Board of Directors, the value of Loans and Advances and other current assets have a value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.

2. Confirmation of concerned parties for the amount due to them and /or due from them as per accounts of the company are not received. Necessary adjustments if any will be made when accounts are reconciled or settled.

3. Wherever the vouchers / bills / invoices / challans etc. have not been adequately supported or are missing, the Management has certified that the transactions under question are genuine transactions. The Auditors have accepted such certification of the management.

4. Previous year figures have been regrouped and/or rearranged whenever necessary.

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Mar 31, 2012

1. The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is elligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend in the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

2. Company has not alloted any bonus shares and/or bought back any equity shares during the priod of five years immediately preceeding the Balance sheet date. However the company had allotted 68,17,400 Equity Shares during F.Y. 2009-10 to the Shareholders of Lesha Energy Resources Limited on acquiring the steel division from the said company under the Scheme of De-merger approved by the Hon'ble High Court of Gujarat

3. In the opinion of the Board of Directors, the value of Loans and Advances and other current assets have a value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.

4. Confirmation of concerned parties for the amount due to them and /or due from them as per accounts of the company are not received. Necessary adjustments if any will be made when accounts are reconciled or settled.

5. Wherever the vouchers / bills / invoices / challans etc. have not been adequately supported or are missing, the Management has certified that the transactions under question are genuine transactions. The Auditors have accepted such certification of the management.

6. Segment Reporting:

The company's activities cover IT, Shares and Steel business. The activities pertains to steel business, share business and IT therefore there are three segment - Trading in Shares & Securities, Steel products and IT segment as required under Accounting Standard -17.

7. There is no Foreign exchange earning and outgo during the year.

8. Previous year comparatives:

Till the year ended 31st March, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended 31st March, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification.

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Mar 31, 2009

1. In the opinion of the Board of Directors, the value of Loans and Advances and other current assets 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.

2. Confirmation of concerned parties for the amount due to them and /or due from them as per accounts of the company are not received. Necessary adjustments if any will be made when accounts are reconciled or settled.

3. None of the employees are in receipt of the enunciable exceeding the limits specified u/s 217(2-A) of the companies Act, 1956

4. Wherever the vouchers / bills / invoices / challans etc. have not been adequately supported or are missing, the Management has certified that the transactions under question are genuine transactions. The Auditors have accepted such certification of the management.

5. In the opinion of the Board of Directors, no provision for diminution in the value of shares is required as the diminution is temporary and the investments are of long-term nature.

6. Since the company is not a manufacturing company, information required under clause 4c of part II of schedule VI of the companies act, 1956, has not been furnished.

7. There is no Foreign exchange earning and outgo during the year.

8. Previous year's figures were re-grouped and rearranged. wherever necessary.

9. Information pursuant to part IV of schedule VI is enclosed herewith.

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Mar 31, 2008

1. In the opinion of the Board of Directors, the value of Loans and Advances and other current assets 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.

2. Confirmation of concerned parties for the amount due to them and /or due from them as per accounts of the company are not received. Necessary adjustments if any will be made when accounts are reconciled or settled.

3. None of the employees are in receipt of the remuneration exceeding the limits specified u/s (217(2-A) of the companies Act.1956.

4. Wherever the Voucher/bills/invoices/challans etc, have not been adequately supported or are missing, the management has certified that the transactions under question are genuine transactions. The Auditors have accepted such certification of the management.

5. In the opinion of the Board of Directors, on provision for diminution in the value of shares is required as the diminution is temporary and the investments are of long-tem nature.

6. Since the company is not a manufacturing company, information required under clause 4c of part II of Schedule VI of the companies act,1956, has not been furnished.

7. There is no Foreign exchange earning or outgo during the year.

8 Previous year's Figures were re-grouped and rearranged, wherever necessary.

9. Information pursuant to part IV of Schedule VI is enclosed herewith.