Notes to Accounts of MVL Ltd.

Mar 31, 2016

1. Accounting Standards

The Company follows all applicable accounting standards as required under Section 133 of the companies Act 2013 read with Rule 7 of the Company (Accounts) Rules, 2014.

2. Determination of Revenues under ‘Percentage of Completion Method’ necessarily involves making estimates by management for percentage of completion, projected cost to completion, revenues expected from projects, and foreseeable losses. These estimates being of technical nature have been relied upon by the auditors as per management representations.

3. In the opinion of Directors, the current assets, loans and advances including advances for purchase of land have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet except as otherwise stated.

4. Some of the Debit and credit balances of Trade Receivables, (excluding unbilled receivable) trade and other payable, security deposit, short term advances and bank accounts are subject to confirmation and consequent adjustment if any arising from subsequent reconciliation. The Management however is of the view that there will be no material adjustment in this regard.

5. Penal Interest on loan from banks and financial institutions if any payable for defaults in accounts declared NPA or otherwise has not been provided. Liability for unascertained value of penal interest has not been quantified nor provided on account of the uncertain and discretionary nature of such charges pending negotiations for settlement of dues.

6. As per board resolution dated 17.02.2015, it was resolved that loans availed from banks and financial institutions which have been declared NPA and on which the lenders are not providing interest, no interest on such accounts be provided w.e.f. 01.04.2014. The management shall take a decision in respect of this liability after negotiation and final settlement with the lenders, which is under progress.

In consequence of the above resolution:

a) Interest of Rs.22,75,35,705/- (previous year Rs.17,59,92,811/-) being the interest directly related with the projects has not been included in the construction cost of respective projects. Similarly, interest of Rs.18,21,49,868/- ( previous year Rs. 6,33,62,804/-) not directly relating to any project was required to be expensed, but in view of resolution dated 17.02.2015, this interest also pertaining to accounts declared as NPA, has not been charged to Profit and Loss Account during the year.

Total liability towards interest on loans from banks and financial institutions not provided in these financial statements during the year is Rs.40,96,85,573/- (previous year Rs. 32,39,14,890/-). Out of this interest as per the system of revenue recognition followed by the company, namely Percentage of Completion method (POC), interest of Rs.22,75,35,703/-(previous year Rs.23,85,94,630/-) directly related with ongoing real estate projects was to be expensed as direct project cost, which would have resulted in the increase in the percentage of completion. Thus proportionate recognition of sales would have gone up by Rs.18,99,09,679/- (previous year Rs. 26,14,60,650/-).

b) The other component of interest not directly related with the project, of Rs.18,21,49,868/- (previous year Rs. 8,53,20,260/ -) has also not been provided during the year on loans declared NPA, by the lenders.

Net effect of non provision of interest on loans from banks and financial institution declared NPA is that : -

i) Sales as per the system of revenue recognition POC method, regularly followed, are understated by Rs. 18,99,09,679/ - (previous year Rs. 26,14,60,650/-).

ii) Net Loss from operations is understated by Rs. 21,97,75,894/- (Previous year Rs.6,24,54,240)

7. Following advances to group companies ,

outstanding as at 31/03/2016 are considered doubtful of recovery by the auditors:

i) Noesis Industries Limited Rs. 2759.43 lacs

ii) Falcon Techosystems Limited Rs. 56.51 Lacs

While interest @ 9% p.a is being provided on advance to Noesis Industries Limited, no interest is being provided on advance to Falcon Technosystems Ltd.

The auditor‘s have further opined that the above advances are in contravention of the provisions of Companies Act 2013 and are prejudicial to the interest of the company.

These advances are given for meeting their working capital requirements of the above said companies

8. Trade receivables include Rs.244.41 crores (previous year Rs.231.46 crores) representing unbilled receivables included as debts considered good under Note No.16 of financial statements. These debts represent amounts receivable on the basis of sale accounted for under the Percentage of Completion (POC) method, regularly followed by the company. The recovery of these debts is subject to completion and delivery of projects, to the customers.

9. BANK LOANS

(a) Following credit facilities are availed by the Company, from Banks and Financial Institutions:-

(i) Term Loan from Consortium of Canara Bank and UCO Bank secured against first pari passu charge on moveable and immoveable assets situated at MVL IBC-IT Park Sector 35, Gurgaon.

- Further secured against personal guarantee of Managing Director and Corporate Guarantee provided by associate company.

(ii) Term Loan from Dena Bank secured against first charge on entire assets of MVL Indihome Group Housing Project situated at Bhiwadi.

- Further secured against personal guarantee of Managing Director.

(iii) Corporate Loan from IFCI Ltd secured against pledge of equity shares owned by associate company, personal guarantee of Managing Director and Corporate Guarantee of associate company. Further secured against mortgage of flats at Bhiwadi Coral Project.

(iv) Sicom Ltd secured against first charge on property belonging to associate company including hypothecation of receivables thereupon.

- Further secured against personal guarantee of Managing Director

(v) IFCI Factors Ltd secured against flats situated at Bhiwadi Coral Project and pledge of shares owned by associate company.

- Further secured against personal guarantee of the Managing Director.

(b) Present Status of Bank Loans

i) Canara Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi vide application dated 11.5.2015 for recovery of Rs.93.91 crores along with interest upto the date of payment. Canara Bank has also issued notice dated 9.5.2015 under Section 13(2) of Securitization and Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs.93.64 crores along with further interest up to the date of payment. The issue of notice under SARFAESI Act, 2002 has been challenged by the company vide letter dated 9.7.2015. The Company’s proposal for One Time settlement is under consideration of Bank.

ii) UCO Bank has declared the loan account as NPA and has filed application under Section 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-II, Delhi vide application dated 10.7.2014 for recovery of Rs. 43.62 crores along with interest upto the date of payment. UCO Bank has also issued notice dated 5.3.2014 under Section 13 (2) of Securitization and Reconstruction of Financial Assets & Enforcement of Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs. 40.00 crores along with further interest up to the date of payment. The issue of notice under SARFAESI Act, 2002 has been challenged by the company vide letter dated 06.05.2014. The Company’s proposal for One Time settlement is under consideration of Bank.

iii) Dena Bank has declared the loan account as NPA and company’s One Time Settlement proposals is under consideration of the bank. The Company’s proposal for One Time settlement is under consideration of Bank.

iv) IFCI Ltd has declared the Loan Account as NPA and has filed application under section 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act, 1993 before the Debts Recovery Tribunal-I Delhi vide application dated 19.12.2012 for recovery of Rs. 49.24 crores along with interest upto the date of payment. IFCI Ltd has also issued notice dated 8.12.2014 under section 13(4) of SARFAESI Act, 2002 claiming their dues. The Company’s proposal for One Time settlement is under consideration of Bank.

v) Sicom Limited has declared the Loan Account as NPA on 15.4.2015 and has also proceeded under section 13(4) of SARFAESI Act, 2002 claiming their dues of Rs. 47.10 crores against mortgaged property. The Company’s proposal for One Time settlement is under consideration of Bank.

10. Interest of Rs.531.29 lacs (previous year Rs.472.82 lacs) has been provided on actual payment basis to some of the allottees of MVL IBC Project which are under Assured Return Scheme. Since some of the allottees are likely to take additional space, interest on balance deposits has not been provided during the year. Consequently, the interest of Rs. 478.28 lacs (previous year Rs. 447.55 lacs) is short provided in these accounts on accrual system of accounting.

11. During the year 2014-15, the Security Exchange Board of India (SEBI) had passed an order dated 19.12.2014 declaring violation of Collective Investment Scheme, in respect of collections received under the Assured Return Plan launched for IBC, Gurgaon project, in terms of section 11AA of SEBI Act. The company has challenged the said order, requiring the company to refund the total collection. Company‘s appeal before Securities Appellate Tribunal (SAT) is pending for adjudication, however restraint on sale against other projects was lifted by SAT order dated 17^th March 2015 and an interim stay has been granted till next hearing on refund of collections to IBC allottees vide its order of April, 2016.

12. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS) - 18 “Related Party Disclosures”.

a) Subsidiaries (Group - A)

MVL Developers Ltd.

Udyan Hoticultures Pvt. Ltd.

Creative Pools Developers Pvt. Ltd.

b) Associates (Group - B)

Nll

c) Key Managerial Personnel (Group - C)

Mr. Prem Adip Rishi - Managing Director

Mr. Rakesh Gupta - Director & Chief Financial Officer

Mr. Sushil Aggarwal - Vice President (Company Affairs& Legal)

(tiill May, 2015)

Mr. Dhiraj Suri - Vice President Operations

d) Relatives of Key Managerial Personnel Relative (Group - D)

Mr. Arjun Rishi

Mr. Prem Adip Rishi (HUF)

Mrs. Anuradha Rishi

e) Companies/Parties in which key management Person or their relatives have substantial interest/significant influence (Group - E)

Media Holding Pvt. Ltd.

Media Magnetic Cassettes Ltd.

MVL Credits Holdings & Leasing Ltd.

Falcon Technosystems Ltd Noesis Industries Ltd.

Risbro Technical Equipment Pvt. Ltd.

Cardinal Infratech Ltd.

Balaji Tirupati Property Developers Pvt. Ltd.

MVL Solar Power Ltd Shri Tirupati Balaji Electronics Pvt.Ltd Parisar Property Developers Pvt. Ltd Note : - List of related parties has been identified by the management and relied upon by the auditors

13. Disclosure of Guarantees & Securities given during the year in terms of section 186 (4) of the Companies Act, 2013.

Guarantee & security provided to Karvy Financial Services Ltd, Mumbai against Rs. 15.00 crores loan availed by MVL Credits Holdings & Leasing Ltd and its subsidiaries. Security provided is 8 Residential Flats situated at project MVL Coral, Bhiwadi. Loans have been availed by these companies for meeting their working capital requirements.

14. Information pursuant to regulation 34(3) and 53(f) of the listing agreement.

b) There are no loans & advances in the nature of loans to Associate.

c) Loans and advances in the nature of loans to firms/ companies in which directors are interested:

d) Investment of Noesis Industries Ltd in the shares of parent company represents the shares received as per scheme of Demerger of said company as approved by the the Hon’ble High Court of Delhi w.e.f 15.2.2007. There is no other investment by the loanee in the shares of parent company.

15. As per the best estimate of the Management, no provision is required to be made in terms of Accounting Standard (AS)-29, in respect of any present obligation as a result of past event that could lead to a probable outflow of resource which would be required to settle the obligation.

16. In respect of advances for projects (Land/ rights) included under the head “Long Term Loans and Advances” under note no. 13 of the financial statements, advances of Rs. 6817.72 lacs (Previous year Rs. 11780.53 lacs)are included as outstanding as at 31.03.2016. Out of these advances :

a) For advance of Rs. 2,803.10 lacs, the company has filed legal suit for specific performance. This matter is now under arbitration and the management expects final order shortly.

b) Possession of property in respect of advance of Rs. 762 lacs from the builder is expected to be delivered on completion of construction as per the terms of agreement.

In respect of the balance advances of Rs. 3252.62 lacs as at 31/03/2016, which are outstanding, confirmations and valid supporting agreements for some of the advances, have not been provided to the auditors, however the management expects to recover and/ or adjust the above said advances against deliveries.

17. During the year a sum of Rs. 38,86,02,392/- has been included under the head inventories (WIP) towards the cost of commercial space of 23987.82 sq feet acquired at Gurugram on the basis of 99% payment already made, supported with Builder buyer agreement dated 06-09-2013 and on possession of the space taken during the year.

18. Previous year figures have been regrouped and rearranged, wherever necessary to facilitate comparison with current year figures.

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Mar 31, 2015

Not available

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Mar 31, 2014

1. Retirement Benefits

a) Contributions payable by the Company to the concerned Government Authorities in respect of Provident Fund, Family Pension fund and Employee State Insurance are charged to the statement of profit and loss.

b) Provisions for gratuity and Leave Encashment are made on actuarial valuation, as per Accounting Standard (AS)-15.

Defined Benefit Plans

In respect of Gratuity and Leave encashment as carried out by an independent actuary as at 31st March 2014 are as under:-

2. Accounting Standards

The Company follows all applicable accounting standards as required under Section 211 (3) (C) of the Companies Act, 1956.

For the Year For the Period

NOTE PARTICULARS Ended 31.03.14 Ended 31.03.13 NO. (Rs. in Lacs) (Rs. in Lacs)

3. Contingent Liabilities

For Corporate Guarantees given 1500.00 2125.00

For Bank Guarantees availed 1020.46 1020.46

4. Previous year figures have been regrouped and rearranged, wherever necessary.

5. Determination of Revenues under ''Percentage of Completion Method'' necessarily involves making estimates by management for percentage of completion, projected cost to completion, revenues expected from projects, and foreseeable losses.

These estimates being of technical nature have been relied upon by the auditors as per management representations.

6. Some of the Debit and credit balances of Trade Receivables, Trade Payable, Loans, advances, bank account and deposits are subject to confirmation and consequent adjustment if any arising from reconciliation. The Management however is of the view that there will be no material adjustments in this regard.

7. In the opinion of Directors, the current assets, loans and advances including advances for purchase of land have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet except as otherwise stated.

8. During the year, decline in the value of long term investment in the shares of an unlisted company, has been recognized as that of "other than temporary nature" and value of said investment has been reduced by Rs. 970.20 Lacs by debiting to Statement of Profit and Loss.

9. Interest on loan from banks has been provided as per the last sanction letter. In case of defaults liability for unascertained value of penal interest has not been provided on account of restructuring proposal pending as on the date of balance sheet.

10. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS)- 18 "Related Party Disclosures".

a) Subsidiaries (Group – A) MVL Developers Ltd. Udyan Hoticultures Pvt. Ltd. Creative Pools Developers Pvt. Ltd. Parisar Property Developers Pvt. Ltd.

b) Associates (Group – B) Shri Balaji Tirupati Electronics Pvt. Ltd. Falcon Technosystems Ltd.

c) Key Managerial Personnel (Group – C) Mr. Prem Adip Rishi – Chairman Mr. Rakesh Gupta – Director

Mr. Sushil Aggarwal – Vice President (Company Affairs& Legal) Mr. Dhiraj Suri – Vice President Operations

d) Relatives of Key Managerial Personnel Relative (Group – D) Mr. Arjun Rishi Mr. Prem Adip Rishi (HUF) Mrs. Anuradha Rishi

e) Companies/Parties in which key management Person or his relatives have substantial interest/significant influence (Group – E)

Media Holding Pvt. Ltd.

Media Magnetic Cassettes Ltd.

Icon Satellite Ltd.

MVL Credits Holdings & Leasing Ltd.

Noesis Industries Ltd.

Risbro Technical Equipment Pvt. Ltd.

Cardinal Infratech Ltd.

Note : - List of related parties has been identified by the management and relied upon by the auditors

b) There are no loans & advances in the nature of loans to Associate and to firms and companies in which directors are interested, other than as disclosed above.

c) There is no investment by the loanee in the shares of parent company.

11. As per the best estimate of the Management, no provision is required to be made in terms of Accounting Standard (AS)-29, in respect of any present obligation as a result of past event that could lead to a probable outflow of resource which would be required to settle the obligation.

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Mar 31, 2013

1. As per board resolution dated 10.12.2012 the accounting period was extended by three months in consequence of the said change in this period the statement of profit and loss figures are for fifteen months ending 31.03.2013, whereas the comparative figures for previous year are for twelve months ending 31.12.2011.

2. Mr. Prem Adip Rishi, Director and chairman of the company was appointed as Managing Director of the Company for a period of 5 years w.e.f 01.08.2012 by the board of director at their meeting held on 13.08.2012 subject to shareholders approval and remuneration was also fixed for him w.e.f 01.08.2012. As such, commission payable to Mr. Prem Adip Rishi as chairman of the company as earlier approved was discontinued w.e.f. 01.08.2012.

3. Retirement Benefits a) Contributions payable by the Company to the concerned Government Authorities in respect of Provident Fund, Family Pension fund and Employee State Insurance are charged to the statement of profit and loss. b) Provisions for gratuity and Leave Encashment are made on actuarial valuation, as per Accounting Standard (AS)-15. Defined Benefit Plans In respect of Gratuity and Leave encashment as carried out by an independent actuary as at 31 December 2012.

4. Previous year figures have been regrouped and rearranged, wherever necessary.

5. Some of the Debit and credit balances of Trade Receivables, Trade Payable, Loans, advance & deposits are subject to confirmation and consequent adjustment if any arising from reconciliation. The Management however is of the view that there will be no material adjustments in this regard.

6. Determination of Revenues under ''Percentage of Completion Method'' necessarily involves making estimates by management for percentage of completion, projected cost to completion, revenues expected from projects, and foreseeable losses. These estimates being of technical nature have been relied upon by the auditors as per management representations.

7. In the opinion of Directors, the current assets, loans and advances have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet.

8. There are no micro and small enterprises, to whom the company owes sums, which are outstanding for more than 45 days as at 31st March 2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act. 2006 has been determined (to the extent such parties have been identified) on the basis of information available with the company, further no interest during the year has been paid or is payable under the terms of the Act.

9. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS)- 18 "Related Party Disclosures". a) Subsidiaries (Group – A) MVL Developers Ltd. Udyan Hoticultures Pvt. Ltd. Creative Pools Developers Pvt. Ltd. Parisar Property Developers Pvt. Ltd. b) Associates (Group – B) Shri Balaji Tirupati Electronics Pvt. Ltd. MVL Telecom Ltd. c) Key Managerial Personnel (Group – C) Mr. Prem Adip Rishi – Managing Director Mr. Praveen Kumar – Whole Time Director Mr. Anukool Rishi – Director (upto 19.02.2012) Mr. Sushil Aggarwal – Vice President (Legal & Company Affairs) Mr. Dhiraj Suri – Vice President Operations d) Key Managerial Personnel Relative (Group – D) Mr. Arjun Rishi e) Companies/Parties in which key management Person or his relatives have substantial interest/significant influence (Group – E) Anukool Films Pvt. Ltd. Aster Auto Pvt. Ltd. Global Digital Technologies Ltd. Media Holding Pvt. Ltd. Media Infrastructure Ltd. Media Magnetic Cassettes Ltd. Media Satellite & Telecoms Ltd. MVL Credits Holdings & Leasing Ltd. MVL Industries Ltd. Risbro Technical Equipment Pvt. Ltd. MVL Constructions Ltd. Balaji Tirupati Buildwell Pvt. Ltd. Balaji Tirupati Property Developers Pvt. Ltd. Balaji Tirupati Infrastructure Pvt. Ltd. Creative Pools Estates Pvt. Ltd. Shiwalik Property Developers Pvt. Ltd. MVL Solar Power Ltd.

Note : - List of related parties has been identified by the management and relied upon by the auditors

10. In view of Board Resolution dated 26.03.2013, Hospitality Division of the company has been closed. Assets of the Hospitality Division including land have been transferred to real estate division and the company is planning to seek approval for the same land for housing project. As a result of this there is only one segment that is real estate to be reported.

11. As per the best estimate of the Management, no provision is required to be made in terms of Accounting Standard (AS)-29, in respect of any present obligation as a result of past event that could lead to a probable outflow of resource which would be required to settle the obligation.

12. Directorate of Town and country planning (DTCP), Haryana, Chandigarh vide its letter dated 21.07.2010 for grant of license for Yamuna Nagar project had claimed charges towards internal development work (IDW) and external development charges (EDC) in all amounting to Rs. 4882.59 lacs, DTCP had further advised the company to provided a Bank Guarantee for 25% of the said amount. During last year, under a wrong notion, liability for Rs. 4882.59 lacs was created as if, payable to DTCP, which has been reversed during the year as this amount is recoverable from the project buyers. In respect of Bank Guarantee, contingent liability, net of security deposit paid, is reflected under note no. 29 annexed with the financial statements.

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Dec 31, 2011

1. Amalgamation

The scheme of amalgamation of Balaji Tirupati Buildcon Ltd. (Amalgamated Company) with MVL Ltd. was approved by the Hon'ble High Court of Delhi on 8th October 2010. However the effective date of the said scheme is 12th January 2011. Assets and Liabilities of the amalgamated company were line-wise merged during the year, as a result of which: -

a) Authorized capital of the company increased from 70,00,00,000 to 73,00,00,000 equity share of Rs. 1/- each.

b) Issued, subscribed and paid up capital increased from 53,42,43,200 to 60,12,43,200 equity shares of Rs. 1/- each - representing 6,70,00,000 equity shares of Rs. 1 each issued to the existing shareholders of the amalgamated company.

c) Net debit balance of Rs. 6,03,18,042/- on account of amalgamation adjustments in respect of reserves and surplus, debit balance of profit and loss account, goodwill and deferred tax assets taken over was adjusted out of reserves and surplus of the amalgamated company.

d) Other assets and liabilities of the amalgamated company were merged with the assets and liabilities of the amalgamating company.

2. Previous year figures have been regrouped and rearranged, wherever necessary.

3. Some of the Debit and credit balances of Sundry Debtors, Creditors, Loans, advances & deposits are subject to confirmation and consequent adjustment if any arising from reconciliation. The Management however is of the view that there will be no material adjustments in this regard.

4. Determination of Revenues under 'Percentage of Completion Method' necessarily involves making estimates by management for percentage of completion, cost to completion, revenues expected from projects, and foreseeable losses. These estimates being of technical nature have been relied upon by the auditors as per management representations.

5. In the opinion of Directors, the current assets, loans and advances have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet.

6. There are no micro and small enterprises, to whom the company owes sums, which are outstanding for more than 45 days as at 31st December 2011. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act. 2006 has been determined (to the extent such parties have been identified) on the basis of information available with the company, further no interest during the year has been paid or is payable under the terms of the Act.

7. Segment Reporting

Segments are being indentified on the basis of dominant source and nature of risks and returns. Industry segments of the company w.e.f. July 2011, are primarily Real Estate & Hospitality Sector.

Operations of Hospitality Sector commenced from July 2011, there is no revenue for the year. Expenses directly related to the said sector during the year are capitalized as work in progress. All other income, direct expenses, fixed and other assets and liabilities in relation each segment are categorized based on items that are individually identifiable to that segment. Unallocated item, if any, is grouped as "Unallocated".

8. As per the best estimate of the Management, no provision is required to be made in terms of Accounting Standard (AS)- 29, in respect of any present obligation as a result of past event that could lead to a probable outflow of resource which would be required to settle the obligation.

9. Liability for labour cess payable for projects in the States of Rajasthan and Haryana could not be ascertained in the absence of clarification and legal opinion sought in respect of applicable date and applicability on completed projects. Meanwhile the company has paid Rs. 32,63,216/- towards labour cess during the year as per its own estimate of amount due.

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Dec 31, 2010

For the Year Ended For the Year Ended 31.12.2010 31.12.2009 (Rs. in Lacs) (Rs. in Lacs)

1. Contingent Liabilities

For Corporate Guarantees 2,009.00 750.00

2. Claims not acknowledged as debt 54.72 58.52 For Commercial disputes

3. Loans and Advances considered doubtful of recovery for which no provision has been made 2.82 -

4. Warrant Application Money Forfeited

Share warrant application money received amounting to Rs. 109,016,486/- was forfeited on 12th December 2010 on account of non-payment of balance money due within the stipulated period as per the warrant issue scheme.

5. Previous year figures have been regrouped and rearranged, wherever necessary.

6. Determination of Revenues under ‘Percentage of Completion Method necessarily involves making estimates by management for percentage of completion, cost to completion, revenues expected from projects, and foreseeable losses. These estimates being of technical nature, have been relied upon by the auditors as per management representations.

9. In the opinion of Directors, the current assets, loans and advances have value on realization in the ordinary course of business at least equal to the value at which they are stated in the forgoing Balance Sheet.

10. There are no micro and small enterprises, to whom the company owes sums, which are outstanding for more than 45 days as at 31st December 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act. 2006 has been determined (to the extent such parties have been identified) on the basis of information available with the company, further no interest during the year has been paid or is payable under the terms of the Act.

14. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS) - 18 "Related Party Disclosures".

(1) Relationship

(a) Wholly owned subsidiary

- MVL Developers Ltd.

b) Other related parties in which key managerial personnel or their relatives have significant influence;

- MVL Industries Ltd.

- Balaji Tirupati Property Developers Pvt. Ltd.

- Balaji Tirupati Infrastructure Pvt. Ltd.

- MVL Constructions Ltd.

- Media Infrastructure Ltd.

- MVL Credits Holdings & Leasing Ltd.

- Media Holdings Pvt. Ltd.

- Shri Balaji Tirupati Electronics Pvt. Ltd.

- Balaji Tirupati Buildcon Ltd.

- Anukool Films Pvt. Ltd.

- Media Magnetic Cassettes Ltd.

- MVL Solar Power Ltd.

- Global Digital Technologies Ltd.

- Balaji Tirupati Buildwell Pvt. Ltd.

- MVL Telecom Ltd.

- Media Satellite & Telecoms Ltd.

c) Key Managerial Personnel with whom transactions have taken place:

- Mr. Prem Adip Rishi – Chairman

- Mr. Praveen Kumar – Whole Time Director

- Mr. Anukool Rishi – Director

- Mr. Sushil Aggarwal – Vice President (Legal & Co. Affairs)

- Mr. Dhiraj Suri – Vice President Operations

d) Relatives of key managerial personnel where transactions have taken place.

- Mr.Arjun Rishi

15. As per the best estimate of the Management, no provision is required to be made in terms of Accounting Standard (AS)- 29, in respect of any present obligation as a result of past event that could lead to a probable outflow of resource which would be required to settle the obligation.

16. Liability for labour cess payable for projects in the States of Rajasthan and Haryana could not be ascertained in the absence of clarification and legal opinion sought in respect of applicable date and applicability on completed projects. Meanwhile the company has paid Rs. 7,10,000/- towards labour cess during the year. Balance estimated liability at the most shall be around Rs 22 lacs against which no provision has been made.

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Dec 31, 2009

For the Year For the Year Ended on Ended on 31.12.09 31.12.08 (Rs: in Lacs) (Rs. in Lacs)

1. Contingent Liabilities

a) For Corporate Guarantees 750.00 -

b) Claims not acknowledged as debt 58.52 - for commercial disputes

2. a) Authorized share capital

During the year authorized share capital of Rs. 55,51,46,490/- divided into 5,55,14,649/- equity shares of Rs. 10/- each was increased to Rs. 70,00,00,000/- divided into 7,00,00,000/- equity shares of Rs. 10/- each as per the special resolution by postal ballot of 23rd February 2009.

With the approval of members at the EGM dated 9,h September 2009, equity shares of the face value of Rs. 10/- each were sub divided into 5 (five) equity shares of Rs. 21- each w.e.f. 22nd September 2009.

b) Issued, Subscribed and Paid-up Capital

Following two preferential allotments were made during the year on conversion of debentures allotted on preferential basis to non promoters: -

5,65,739 equity shares of Rs. 10/- each allotted as fully paid-up on 30m June 2009 in lieu of 5,00,000 debentures of Rs. 100/- each allotted on 12lh March 2009

93,932 equity shares of Rs. 10/- each allotted as fully paid-up on 31sl July 2009 in lieu of 1,00,000 debentures of Rs. 100/- each allotted on 8,h June 2009

Equity shares of Rs. 10/- each were sub divided into 5 (five) equity shares of Rs. 21- each w.e.f. 22nd September 2009.

3. Share Premium Account

On preferential allotment of equity shares against conversation of unsecured fully convertible debentures, premium @ Rs. 78.38 per share was collected on allotment of 5,65,739 equity shares of Rs. 10/- each on 30th June 2009 and premium @ Rs. 96.46 per share was collected on allotment of 93,932 equity shares of Rs. 10/- each on 31st July 2009

4. Convertible Warrants

As approved by the members at the EGM of 11th May 2009, in conformity with SEBI Guidelines for Preferential Issues (DIP) guideline and other applicable laws and guidelines, 71,28,755 convertible warrants were allotted to a non promoter and share application money @ 25% of SEBI minimum price (guideline) was collected, for issue of shares within 18 months at a price as per the fixed formula.

5. Previous year figures have been regrouped and rearranged, wherever necessary.

6. Disclosure of Related Party Transactions in accordance with Accounting Standard (AS) -18 "Related Party Disclosures".

(1) Relationship

a) Wholly owned subsidiary MVL Developers Ltd.

b) Other related parties in which key managerial personnel or their relatives have significant influence;

- MVL Industries Ltd.

- Balaji Tirupati Property Developers Pvt. Ltd.

- Balaji Tirupati Infrastructure Pvt. Ltd.

- MVL Constructions Ltd.

- Media Infrastructure Ltd.

- MVL Credit Holding & Leasing Ltd.

- Media Holding Pvt. Ltd.

- Shri Balaji Tirupati Electronics Pvt. Ltd.

- Balaji Tirupati Buildcon Ltd.

- Anukool Films Pvt. Ltd.

- Media Magnetic Cassettes Pvt. Ltd.

- Rishbro Technical Equipments Pvt. Ltd.

- MVL Solar Power Ltd.

- Global Digital Technologies Ltd.

- Balaji Tirupati Buildwell Pvt. Ltd.

c) Key Managerial Personnel with whom transactions have taken place: Mr. Prem Adip Rishi

Mr. Praveen Kumar

d) Relatives of key managerial personnel wnere transactions have taken place.

Mr.Anukool Rishi

Mr.Arjun Rishi