Notes to Accounts of Morarka Finance Ltd.

Mar 31, 2016

Note: Company is having investment in associate companies namely ‘Dwarikesh Informatics Limited’ and ‘Faridpur Sugars Limited’ and the accounts of these companies are required to be consolidated as per the section 129 (3) of the Companies Act, 2013. In view of the intention of the management to dispose the same in part or in full in the near future, the investment in these associates companies is considered temporary, and therefore, the consolidation of accounts with above mentioned companies is not required as enunciated in Accounting Standard AS-21 ‘Consolidated Financial Statement’ specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Company (Accounts) Rules, 2014.

20 Related party disclosures as required by Accounting Standard AS-18 for the year ended 31st March, 2016

a) Names of the related parties and description of relationship:

i) Enterprises over which key management Associate companies personnel are able to exercise significant influence -Dwarikesh Trading Company Limited

-Dwarikesh Informatics Limited -Faridpur Sugars Limited

ii) Key Management Personnel -Shri Pranay G. Morarka CEO And Vice

President

-Shri L.N. Heda CFO

-Shri HemalKumar Shah CS

iii) Relatives of Key Managerial Personnel

Shri Prany G. Morarka -Smt. Smriti G. Morarka ( Mother)

-Ms. Priyanka G. Morarka ( Sister)

-Shri G.R. Morarka (Father)

1. a) Provision for income tax has not been made in these accounts since the Company does not have taxable income.

b) The Company does not have taxable wealth and hence no provision for wealth tax has been made in these accounts.

2. The Board of Directors are of the opinion that with respect to the disclosure of investments in shares and debentures held by the Company for trade as at 31st March, 2016 as required under Companies Act, 2013, in view of the number of scripts bought and sold being large, it is not practicable to disclose the same individually.

3. Pursuant to the Accounting Standard 22 relating to “Accounting for Taxes on Income”, the Company has recognized net deferred Tax Assets to the extent of ''19, 84,184/- for the year. The same has been recognized since the management is virtually certain of realizing the same in due course within the statutory time frame of allow ability of the unabsorbed losses / allowances under the Income Tax Act, 1961, particularly in view of the income arising from financing activities in the subsequent period.

4. Earnings per Share:

In view of Accounting Standard 20 on “Earning per Share” issued by “The Institute of Chartered Accountants of India” and made mandatory w.e.f. 1^st April, 2001, the following are the disclosures in respect of the calculation of earnings per share for the year ended 31^st March, 2016.

5. Related Party Disclosures:

A. Name of the related party and nature of relationship where control exists

i. Associates & Group companies Dwarikesh Sugar Ind. Limited.

Dwarikesh Trading Company Limited Dwarikesh Informatics Limited Faridpur Sugars Limited.

ii. Key Management Personnel:

Name Designation

Shir HemalKumar Shah CS

Shri Pranay G. Morarka CEO and President

Shri L.N. Heda CFO

B. Transactions with related parties as per the books of account

Related parties have been identified by the management. This has been relied upon by the auditors.

C. No amounts have been written off / back in respect of the aforesaid related parties.

6. There are no Small Scale and Ancillary Industrial Undertakings to which the Company owes any sum for a period exceeding thirty days.

7. There are no amounts due and outstanding to be transferred to Investor Education & Protection Fund as on 31^st March, 2016

8. Notes to Balance Sheet of a Non-Banking Financial Company as required in terms of para 13 of Non-Banking Financial (Non-deposit accepting or holding) companies prudential norms (Reserve Bank) Directors, 2007 issued by Reserve Bank of India. is annexed.

Notes:

(1) For the purpose of preparation of consolidation financial statements, the group has considered unaudited financial statement.

(2) Significant influence has been determined as per Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(3) Share of audited Net worth based on share holding as on 31 March, 2016 of 46 % is Rs,18,83,627

(4) Share of audited Net worth based on share holding as on 31 March, 2016 of 20 % is Rs, 1,03,600

Notes:

1. As defined in Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2. Provisioning norms shall be applicable as prescribed in the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in column (5) above.

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Mar 31, 2013

1 Related party disclosures as required by Accounting Standard AS-18 for the year ended 31st March, 2013 a) Names of the related parties and description of relationship:

i) Enterprises over which key management personnel - Associate companies are able to exercise significant influence - Dwarikesh Trading Company Limited

- Dwarikesh Informatics Limited

- Dwarikesh Agriculture Research Institute

- Faridpur Sugars Limited

ii) Key Management Personnel - Shri Gautam .R. Morarka Chairman

- Shri B.J.Maheshwari Director

- Miss Priyanka Gautam Morarka Director

- Mr. Vijay S. Banka Director

iii) Relatives of Key Managerial Personnel

Shri G.R.Morarka - Smt. Smriti G. Morarka ( Wife)

- Ms. Priyanka G. Morarka ( Daughter)

- Mr. Pranay G. Morarka (Son)

2. a) Provision for income tax has not been made in these accounts since the Company does not have taxable income.

b) The Company does not have taxable wealth and hence no provision for wealth tax has been made inthese accounts.

3. The Board of Directors are of the opinion that with respect to the disclosure of investments in shares anddebentures held by the Company for trade as at 31st March, 2013 as required by Part I of Schedule VI tothe Companies Act, 1956, in view of the number of scripts bought and sold being large, it is not practicable to disclose the same individually.

4. Pursuant to the Accounting Standard 22 relating to "Accounting for Taxes on Income", the Company hasrecognized net Deferred Tax Assets to the extent of Rs.2,125,196/- for the year. The same has beenrecognized since the management is virtually certain of realizing the same in due course within thestatutory time frame of allowability of the unabsorbed losses / allowances under the Income Tax Act,1961, particularly in view of the income arising from financing activities in the subsequent period.

5. Earning per Share:

In view of Accounting Standard 20 on "Earning per Share" issued by "The Institute of Chartered Accountants of India" and made mandatory w.e.f. 1st April, 2001, the following are the disclosures in respect of the calculation of earnings per share for the year ended 31st March, 2013.

6. Related Party Disclosures:

A. Name of the related party and nature of relationship where control exists

i. Associates Dwarikesh Sugar Industries Limited

Dwarikesh Trading Company Limited Dwarikesh Informatics Limited Faridpur Sugars Limited. ii. Key Management Personnel:

Name Designation

Shri G. R. Morarka Chairman

Miss Priyanka G. Morarka Director

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Mar 31, 2012

1. SHARE CAPITAL

A. Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period:

There was no change in the paid up capital (Equity) of the company during the Financial Years 2010-2011 & 2011-2012

B. Rights & restrictions attached to various shares are as under:

Equity Shares:- The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, 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 to their shareholding.

2. Related party disclosures as required by Accounting Standard AS-18 for the year ended 31st March, 2012

a) Names of the related parties and description of relationship:

i) Enterprises over which key management personnel - Dwarikesh Sugar Ind. Ltd. are able to exercise significant influence - Dwarikesh Trading Company Limited (Associate Companies) - Dwarikesh Informatics Limited

- Dwarikesh Agriculture Research Institute

- Faridpur Sugars Limited

ii) Key Management Personnel - Shri Gautam .R. Morarka Chairman

- Shri B.J.Maheshwari Director

- Miss Priyanka Gautam Morarka Director

- Mr. Vijay S. Banka Director

iii) Relatives of Key Managerial Personnel

Shri G.R.Morarka - Smt. Smriti G. Morarka ( Wife)

- Ms. Priyanka G. Morarka ( Daughter) - Mr. Pranay G. Morarka (Son)

3. a) Provision for income tax has not been made in these accounts since the Company does not have taxable income.

b) The Company does not have taxable wealth and hence no provision for wealth tax has been made in these accounts.

4. The Board of Directors are of the opinion that with respect to the disclosure of investments in shares and debentures held by the Company for trade as at 31st March, 2012 as required by Part I of Schedule VI to the Companies Act, 1956, in view of the number of scripts bought and sold being large, it is not practicable to disclose the same individually.

5. Pursuant to the Accounting Standard 22 relating to "Accounting for Taxes on Income", the Company has recognized net Deferred Tax Assets to the extent of Rs. 1,741,202/- for the year. The same has been recognized since the management is virtually certain of realizing the same in due course within the statutory time frame of allow-ability of the unabsorbed losses/allowances under the Income Ta x Act,1961, particularly in view of the income arising from financing activities in the subsequent period.

6. Earning per Share:

In view of Accounting Standard 20 on "Earning per Share" issued by "The Institute of Chartered Accountants of India" and made mandatory w.e.f. 1st April, 2001, the following are the disclosures in respect of the calculation of earnings per share for the year ended 31st March, 2012.

7. Related Party Disclosures:

A. Name of the related party and nature of relationship where control exists

i. Associates Dwarikesh Sugar Industries Limited

Dwarikesh Trading Company Limited

Dwarikesh Informatics Limited

Faridpur Sugars Limited.

ii. Key Management Personnel:

Name Designation

Shri G. R. Morarka Chairman

Miss Priyanka G. Morarka Director

B. Transactions with related parties as per the books of account

8. Maximum amount Receivable at any time

Related parties have been identified by the management. This has been relied upon by the auditors.

- No amounts have been written off/back in respect of the aforesaid related parties.

- Additional information pursuant to the provision of Part II of the Schedule VI to the Companies Act, 1956 is not applicable to the Company for the year.

- There are no Small Scale and Ancillary Industrial Undertakings to which the Company owes any sum for a period exceeding thirty days.

- There are no amounts due and outstanding to be transferred to Investor Education & Protection Fund as on 31st March, 2012

- Schedule to Balance Sheet of a Non-Banking Financial Company as required in terms of paragraph 9 BB of Non Banking Financial Companies prudential norms (Reserve Bank) Directions, 1998 is annexed.

- Figures for the previous year have been regrouped, wherever necessary.

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Mar 31, 2011

1. a) Provision for income tax has not been made in these accounts since the Company does not have taxable income. b) The Company does not have taxable wealth and hence no provision for wealth tax has been made in these accounts.

2. The Board of Directors are of the opinion that with respect to the disclosure of investments in shares and debentures held by the Company for trade as at 31st March, 2011 as required by Part I of Schedule VI tothe Companies Act, 1956, in view of the number of scripts bought and sold being large, it is not practicable to disclose the same individually.

3. Pursuant to the Accounting Standard 22 relating to "Accounting for Taxes on Income", the Company has recognized net Deferred Tax Assets to the extent of Rs.1,277,059/- for the year. The same has been recognized since the management is virtually certain of realizing the same in due course within the statutory time frame of allowability of the unabsorbed losses / allowances under the Income Ta x Act, 1961, particularly in view of the income arising from financing activities in the subsequent period.

4. Contingent Liabilities in respect of :

PARTICULARS Amount [Rs. In Crores]

2010-2011 2009-2010

a) In respect of show cause notice from SEBI under Regulation 8(3) of SEBI take over code regulation 0.0175 0.0175

5. Related Party Disclosures:

A. Name of the related party and nature of relationship where control exists

i. Associates Dwarikesh Sugar Industries Limited

Dwarikesh Trading Company Limited

Dwarikesh Informatics Limited

Faridpur Sugars Limited.

ii. Key Management Personnel:

Name Designation

Shri G. R. Morarka Chairman

Miss Priyanka G. Director Morarka

C. No amounts have been written off / back in respect of the aforesaid related parties.

6. Additional information pursuant to the provision of Part II of the Schedule VI to the Companies Act, 1956 is not applicable to the Company for the year.

7. There are no Small Scale and Ancillary Industrial Undertakings to which the Company owes any sum for a period exceeding thirty days.

8. There are no amounts due and outstanding to be transferred to Investor Education & Protection Fund as on 31st March, 2011

9. Schedule to Balance Sheet of a Non-Banking Financial Company as required in terms of paragraph 9 BB of Non-Banking Financial Companies prudential norms (Reserve Bank) Directions, 1998 is annexed.

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Mar 31, 2010

1. a) Provision for income tax has not been made in these accounts since the Company does not have taxable income.

b) The Company does not have taxable wealth and hence no provision for wealth tax has been made in these accounts.

2. The Board of Directors are of the opinion that with respect to the disclosure of investments in shares and debentures held by the Company for trade as at 31st March, 2010 as required by Part I of Schedule VI to the Companies Act, 1956, in view of the number of scripts bought and sold being large, it is not practicable to disclose the same individually.

3. Pursuant to the Accounting Standard 22 relating to "Accounting for Taxes on Income", the Company has recognized net Deferred Tax Assets to the extent of Rs.11,19,687/- for the year. The same has been recognized since the management is virtually certain of realizing the same in due course within the statutory time frame of allowability of the unabsorbed losses / allowances under the Income Tax Act, 1961, particularly in view of the income arising from fnancing activities in the subsequent period.

4. Related party Disclosures:

A. Name of the related party and nature of relationship where control exists

i. Associates Dwarikesh Sugar Industries limited

Dwarikesh Trading Company limited

Dwarikesh Informatics limited

Faridpur Sugars limited.

ii. Key Management Personnel:

Name Designation

Shri G. R. Morarka Chairman

Miss Priyanka G. Morarka Director

C. No amounts have been written off / back in respect of the aforesaid related parties.

5. Additional information pursuant to the provision of Part II of the Schedule VI to the Companies Act, 1956 is not applicable to the Company for the year.

6. There are no Small Scale and Ancillary Industrial Undertakings to which the Company owes any sum for a period exceeding thirty days.

7. There are no amounts due and outstanding to be transferred to Investor Education & Protection Fund as on 31st March, 2010

8. Schedule to Balance Sheet of a Non-Banking Financial Company as required in terms of paragraph 9 BB of Non- Banking Financial Companies prudential norms (Reserve Bank) Directions, 1998 is annexed.

V Generic names of Three principal products / Services of Company (as per monetary terms)

Item Code No. NIl

product Description : Financial / leasing / Investments/Advisory Services etc.

9. Figures for the previous year have been regrouped, wherever necessary.