Notes to Accounts of Patel Integrated Logistics Ltd.

Mar 31, 2018

1. Contingent Liabilities :

i. Estimated amount of contracts remaining to be executed on capital expenditure and not provided for as on 31st March, 2018 Rs, 3,24,06,422/- (Previous Year Rs, 5,25,154/-).

ii. Counter guarantees given to Banks and to Mr. Areef Patel, Executive Vice Chairman for guarantees provided by them against credit facilities Rs, 79,04,25,000/- (Previous Year Rs, 77,10,05,000/-), for which no monetary benefit has accrued to Mr. Areef Patel, Executive Vice Chairman.

iii. Claims against the Company not acknowledged as debts Rs, 5,09,65,329/- (Previous Year Rs, 6,08,16,950/-).

2. Trade Receivable against whom the Company has filed the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Management is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

3. Classification of Trade Receivable as secured and Trade Receivable / loans and advances as unsecured considered good are as evaluated and certified by the management, which has been relied upon by the auditors.

4. Balances of Trade Receivable, Trade Payable and certain loans and advances are based on acknowledgment of bills by the parties.

5. Other Loans and Advances under Long Term Loans & Advances includes Inter Corporate Deposits aggregating to Rs, 1,28,27,000/-(Previous Year Rs, 1,28,27,000/-) due from certain companies. Having regards to the long-term association with these companies, the management is of the view that no provision is considered necessary on these accounts.

6. Related Party Disclosures :

Related Parties have been classified as per Ind AS 24 as under:

A) Enterprises that directly or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the reporting enterprise.

DelivrEx India Limited (Wholly Owned Subsidiary)

B) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual.

Mr. Asgar S. Patel and his relatives as defined by the Act.

C) Key Management Personnel and relatives of such personnel and his relatives as defined by the Act.

Mr. Areef Patel

Mr. Mahesh Fogla Mr. Nitin Akolkar

D) Enterprises over which any person described in (A) or (B) is able to exercise significant influence

a) Wall Street Securities & Investment (India) Ltd.

b) Transways Combines Pvt. Ltd.

c) Patel Real Estate Developers Pvt. Ltd.

d) One Capitall Ltd.

e) Patel Holdings Ltd.

f) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

g) Natasha Constructions Pvt. Ltd.

h) Natasha Homes Pvt. Ltd.

i) Natasha Construction Projects Pvt. Ltd. j) A. S. Patel Trust

k) Goldman (Patel Family) Beneficiaries Trust.

7. Previous year''s figures are regrouped/restated wherever required.

---

Mar 31, 2016

1 During the current year 7,00,000 Equity Shares of Rs. 10/- each at the premium of Rs. 105/- were issued on preferential basis on 14th January, 2016. The pricing and procedure were in accordance with the requirement of Chapter VII of the SEBI (ICDR) regulations 2009, Section 42 and 62 of Companies Act, 2013 and Rule 14 of the Companies (prospectus and allotment of securities) Rules, 2014.

2. Rights, preferences and restrictions attached to the 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 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.

3. Contingent Liabilities

i. Estimated amount of contracts remaining to be executed on Capital Expenditure and not provided for as on 31st March, 2016 Rs. 5,25,154/- (Previous Year Rs. 5,70,904/-).

ii. Counter guarantees given to Banks and to Mr. Areef Patel, Executive Vice Chairman for guarantees provided by them against credit facilities Rs. 69,19,22,590/- (Previous Year Rs. 57,57,21,924/-), for which no monetary benefit has accrued to Mr. Areef Patel, Executive Vice Chairman.

iii. Claims against the Company not acknowledged as debts Rs. 91,20,000/- (Previous Year Rs. 85,70,000/-).

iv. On Account of CSR Rs. 16,70,000/-.

4. Trade Receivable against whom the Company has filed the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Management is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

5. Classification of Trade Receivable as secured and Trade Receivable / Loans and Advances as unsecured considered good are as evaluated and certified by the management, which has been relied upon by the auditors.

6. Balances of Trade Receivable, Trade Payable and certain Loans and Advances are subject to confirmation / reconciliation and adjustments, if any in respect thereof.

7. Other Loans and Advances under Long Term Loans & Advances includes Inter Corporate Deposits aggregating to Rs. 1,28,27,000/- (Previous Year Rs. 1,38,27,000/-) due from certain Companies. Having regards to the long-term association with these companies, the management is of the view that no provision is considered necessary on these accounts.

8. Trade Receivable outstanding in Company books for Franchisee locations are collected by the Company, as agent on behalf of the Franchisee.

9. Related Party Disclosures :

Related Parties have been classified as per Accounting Standards of Institute of Chartered Accountants of India as under:

A) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

Mr. Asgar S. Patel and his relatives within the meaning of Clause 10.9 of AS 18.

B) Key Management Personnel and relatives of such personnel ( Clause 3(d) of AS18):

Mr. Areef Patel and his relatives within the meaning of Clause 10.9 of AS 18.

C) Enterprises over which any person described in (A) or (B) is able to exercise significant influence (Clause 3(e) of AS 18):

a) Wall Street Securities & Investment (India) Ltd.

b) Transways Combines Pvt. Ltd.

c) Patel Real Estate Developers Pvt. Ltd.

d) One Capital Ltd.

e) Patel Holdings Ltd.

f) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

g) Natasha Constructions Pvt. Ltd.

h) Natasha Homes Pvt. Ltd.

i) Natasha Construction Projects Pvt. Ltd. j) A. S. Patel Trust

k) Goldman (Patel Family) Beneficiaries Trust

NOTES :

i. The godown deposit is treated as property deposit pending final outcome of the revision petition filed by the Company before Juridical Authorities.

ii. There are no provisions for doubtful debts or amounts written off or written back during the year for debts due from or to related parties.

iii. The ICD taken from related party was prior to the commencement of section 188 of Companies Act, 2013.

10. In the opinion of the Board, current assets, loans and advances have a value of at least equal to the amounts shown in the Balance Sheet, if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary. There are no contingent liabilities other than those stated in Note No. 29.

11. Previous year’s figures are regrouped/restated wherever required.

---

Mar 31, 2015

1. Rights, preferences and restrictions attached to the 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 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.

2. Deferred payment liabilities referred above are secured by way of mortgage of trucks and motor cars.

3. Term loan liability referred above is secured by office building.

4. Working Capital Loans From Banks :

Secured by:

Pari Passu Hypothecation charges on all the present & future book debts (Less than 90 Days) and movable assets other than those acquired under hire purchase agreement.

Collateral Security -

* Personal Gurantee of Wholetime Director designated as Executive Vice Chairman.

* Equitable Mortgage of certain properties owned situated at Mumbai and Thane.

5. The Company has not received any intimation from its Vendors regarding their status under Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosure, if any under the said Act has not been made.

6. Building includes Rs. 250/- in respect of shares held in the Society.

7. Buildings worth Rs. 58,77,423/- included in Gross Block are revalued on the basis of the replacement value as at 30.06.1987 and the office premises worth Rs. 2,48,44,368/- included in Gross Block are revalued on the basis of the replacement value as at 31.03.1993. They are stated at revalued figures less accumulated depreciation.

8. Land is revalued in previous years on the basis of surveyors valuation report.

9. Computer software - Refer note No. 1 (b)(v).

10. As per the requirement of the provisions of Schedule II of the Companies Act, 2013 (the "Act"), the Management has decided to adopt the useful lives as suggested in Part C of Schedule II of the Act with effect from 1st April, 2014 for all its fixed assets. In accordance with the transitional provisions to Part C of Schedule II of the Act, the Company has adjusted an amount of Rs. 3,30,58,946/- (net off deferred tax of Rs. 1,58,77,396/-) against retained earnings as at 1st April, 2014.

11. The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are become applicable to the company only at the end of the financial year i.e. on 31st March, 2015 upon meeting the threshold criteria of net profit of Rs. 5.00 crore or more and hence the Company had not spend any amount towards the CSR activities in the financial year 2014-15.

12. Contingent Liabilities

i. Estimated amount of contracts remaining to be executed on capital expenditure and not provided for as on 31st March, 2015 Rs.5,70,904/- (Previous Year Rs. 10,02,420/).

ii. Counter guarantees given to Banks and to Mr. Areef Patel, Executive Vice Chairman for guarantees provided by them against credit facilities Rs. 57,57,21,924/- (Previous Year Rs. 67,84,98,925/-), for which no monetary benefit has accrued to Mr. Areef Patel, Executive Vice Chairman.

iii. Claims against the Company not acknowledged as debts Rs. 85,70,000/- (Previous Year Rs. 76,10,000/-).

13. Sundry Debtors against whom the Company has filed the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Management is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

14. Classification of debtors as secured and debtors / loans and advances as unsecured considered good are as evaluated and certified by the management, which has been relied upon by the auditors.

15. Balances of sundry debtors, sundry creditors and certain loans and advances are subject to confirmation / reconciliation and adjustments, if any in respect thereof.

16. Other Loans and Advances under Long Term Loans & Advances includes Inter Corporate Deposits aggregating to Rs. 1,38,27,000/- (Previous Year Rs. 2,94,27,000/-) due from certain companies. Having regards to the long-term association with these companies, the management is of the view that no provision is considered necessary on these accounts.

17. Trade Receivable outstanding in Company Books for Franchisee locations are collected by the Company, as agent on behalf of the Franchisee.

18. Related party disclosures : -

Related Parties have been classified as per Accounting Standards of Institute of Chartered Accountants of India as under:

A) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

Mr. Asgar S. Patel and his relatives within the meaning of Clause 10.9 of AS 18.

B) Key Management Personnel and relatives of such personnel (Clause 3(d) of AS18):

Mr. Areef Patel and his relatives within the meaning of Clause 10.9 of AS 18.

C) Enterprises over which any person described in (A) or (B) is able to exercise significant influence (Clause 3(e) of AS 18):

a) Wall Street Securities & Investment (India) Ltd.

b) Transways Combines Pvt. Ltd.

c) Patel Real Estate Developers Pvt. Ltd.

d) One Capitall Ltd.

e) Patel Holdings Ltd.

f) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

g) Natasha Constructions Pvt. Ltd.

h) Natasha Homes Pvt. Ltd.

i) Natasha Construction Projects Pvt. Ltd.

j) A. S. Patel Trust

k) Goldman (Patel Family) beneficiaries Trust.

19. In the opinion of the Board, current assets, loans and advances have a value of at least equal to the amounts shown in the Balance Sheet, if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary. There are no contingent liabilities other than those stated in Note No. 28.

20. Previous year's figures are regrouped/restated wherever required.

---

Mar 31, 2014

1 Contingent Liabilities

i. Estimated amount of contracts remaining to be executed on capital account and not provided for as on 31st March, 2014 Rs.10,02,420/- (Previous Year Rs. 11,02,420/-).

ii. Counter guarantees given to Banks, A S Patel Trust and to Mr. Areef Patel, Executive Vice Chairman for guarantees provided by them against credit facilities Rs. 67,84,98,925/- (Previous Year Rs. 67,89,21,924/-).

iii. Claims against the Company not acknowledged as debts Rs. 76,10,000/- (Previous Year Rs. 81,20,000/-).

2 Sundry Debtors against whom the Company has fi led the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Company is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

3 Classification of debtors as secured and debtors / loans and advances as unsecured considered good are as evaluated and certifi ed by the management, which has been relied upon by the auditors.

4 Balances of sundry debtors, sundry creditors and certain loans and advances are subject to confi rmation / reconciliation and adjustments, if any in respect thereof.

5 Other Loans and Advances under Long Term Loans & Advances includes Inter Corporate Deposits aggregating to Rs.2,94,27,000 /- (Previous Year Rs. 2,94,27,000/-) due from certain companies.Having regards to the long-term association with these companies, the management is of the view that no provision is considered necessary on these accounts.

6 Trade Receivable outstanding in Company Books for Franchisee locations are collected by the Company, as agent on behalf of the Franchisee.

7 Disclosure as per Accounting Standard – 29 – Provisions, Contingent Liabilities and Contingent Assets issued by the Institute of Chartered Accountants of India :

Provisions for claims for damage obligations (legal or otherwise) including provision for claims for damages, leakages, shortage and non-delivery of consignments are on account of routine matters where the Company anticipates probable outfl ow. The claims in respect of which legal suits are fi led against the company are fully provided on the basis of legal suit amounts. For the other claims the amount of provision is based on the estimate made by the Company considering the facts and circumstances of each case. The timing and the amount of cash outfl ows that will arise from these matters will be determined only on settlement of actual cases and claims with the respective parties.

8 Related party disclosures : -

Related Parties have been classifi ed as per Accounting Standards of Institute of Chartered Accountants of India as under:

A) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them signifi cant infl uence over the enterprise and relative of such individual (Clause 3(c) of AS 18).

Mr. Asgar S. Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act, 1956.

B) Key Management Personnel and relatives of such personnel ( Clause 3(d) of AS 18)

Mr. Areef Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act,1956.

C) Enterprises over which any person described in (A) or (B) is able to exercise signifi cant infl uence (Clause 3(e) of AS 18)

a) Wall Street Securities & Investment (India) Ltd.

b) Transways Combines Pvt. Ltd.

c) Patel Real Estate Developers Pvt. Ltd.

d) One Capitall Ltd.

e) Patel Holdings Ltd.

f) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

g) Natasha Constructions Pvt. Ltd. h) Natasha Homes Pvt. Ltd.

i) Natasha Construction Projects Pvt. Ltd.

j) A. S. Patel Trust

k) Goldman (Patel Family) Beneficiaries Trust

9 In the opinion of the Board, current assets, loans and advances have a value of at least equal to the amounts shown in the Balance Sheet, if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary. There are no contingent liabilities other than those stated in Note No. 27.

10 Previous year''s figures are regrouped/restated wherever required.

---

Mar 31, 2013

1. Reissue of Forfeited Equity Shares:

During the previous year the Company has received funds by way of reissue of forfeited equity shares aggregating to Rs. 28,94,400/-. The said proceeds have been fully utilized during the year towards working capital requirements.

2. Contingent Liabilities

i. Estimated amount of contracts remaining to be executed on capital account and not provided for as on 31st March, 2013 Rs. 11,02,420/- (Previous Year Rs. 16,52,420/-).

ii. Counter guarantees given to Banks, A S Patel Trust and to Mr. Areef Patel, Executive Vice Chairman for guarantees provided by them against credit facilities Rs. 67,89,21,924/-(Previous Year Rs. 54,62,88,045/-).

iii. Claims against the Company not acknowledged as debts Rs. 81,20,000/- (Previous Year Rs. 55,54,000/-).

3. Sundry Debtors against whom the Company has fled the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Company is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

4. Classifcation of debtors as secured and debtors / loans and advances as unsecured considered good are as evaluated and certifed by the management, which has been relied upon by the auditors.

5. Balances of sundry debtors, sundry creditors and certain loans and advances are subject to confrmation / reconciliation and adjustments, if any in respect thereof.

6. Other Loans and Advances under Long Term Loans & Advances includes Inter Corporate Deposits aggregating to Rs. 2,94,27,000/- (Previous Year Rs. 2,94,27,000/-) due from certain companies. Having regards to the long-term association with these companies, the management is of the view that no provision is considered necessary on these accounts.

7. Related party disclosures : -

Related Parties have been classifed as per Accounting Standards of Institute of Chartered Accountants of India as under :

A) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them signifcant infuence over the enterprise, and relative of such individual (Clause 3(c) of AS 18).

Mr. Asgar S. Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act, 1956.

B) Key Management Personnel and relatives of such personnel ( Clause 3(d) of AS18).

Mr. Areef Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act,1956.

C) Enterprises over which any person described in (A) or (B) is able to exercise signifcant infuence (Clause 3(e) of AS 18)

a) Wall Street Securities & Investment (India) Ltd.

b) Transways Combines Pvt. Ltd.

c) Patel Real Estate Developers Pvt. Ltd.

d) One Capitall Ltd.

e) Patel Holdings Ltd.

f) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

g) Natasha Constructions Pvt. Ltd. h) Natasha Homes Pvt. Ltd.

i) Natasha Construction Projects Pvt. Ltd.

j) A. S. Patel Trust

k) Goldman (Patel Family) benefciaries Trust.

8. In the opinion of the Board, current assets, loans and advances have a value of at least equal to the amounts shown in the Balance Sheet, if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary. There are no contingent liabilities other than those stated in Note No. 28.

9. Previous year''s fgures are regrouped/restated wherever required.

---

Mar 31, 2012

1.1 During the current year, 1,07,200 forfeited equity shares of Rs.10/- each at the premium of Rs.17/- each were reissued on preferential basis on 3rd November, 2011.The pricing was in accordance with guidelines prescribed by SEBI (ICDR) Regulations, 2009 for Preferential Allotment.

1.2 Paid up capital of Previous year includes Rs. 4,47,500/- paid up on forfeited shares.

1.3 During the year 2007-08, 18,00,000 Equity shares of Rs.10/- each at the premium of Rs.64/- each were issued on preferential basis on 15th February, 2008. The pricing was in accordence with SEBI (DIP) Guidelines, 2000 for Preferential Allotment.

1.4 Rights, preferences and restrictions attached to the 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 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.

2.1 Overdraft and cash credit facilities from banks :

Secured by :

Pari Passu Hypothecation charges on all the present & future book debts and movable assets other than those acquired under hire purchase agreement.

Collateral Security -

- Personal Gurantee of Wholetime Director designated as Executive Vice Chairman.

- Equitable Mortgage of certain properties :

a) Situated at Mumbai

b) Owned by Promoter Company & Associate situated at Mumbai.

3.1 The Company has not received any intimation from its Vendors regarding their status under Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosure, if any under the said Act has not been made.

4.1 Building includes Rs. 250/- in respect of shares held in the Society

4.2 Buildings worth Rs.58,77,423/- included in Gross Block are revalued on the basis of the replacement value as at 30.06.1987 and the office premises worth Rs.2,48,44,368/- included in Gross Block are revalued on the basis of the replacement value as at 31.03.1993. They are stated at revalued figures less accumulated depreciation.

4.3 Computer software - Refer note No. 1 ( b )( v )

5. Reissue of Forfeited Equity Shares:

During the year the Company has received funds by way of reissue of forfeited equity shares aggregating to Rs. 28,94,400/- and has been kept as fixed deposits with bank as on the date of the balance sheet.

6. Contingent Liabilities

i. Estimated amount of contracts remaining to be executed on capital account and not provided for as on 31st March, 2012 Rs. 16,52,420/- (Previous Year Rs. 20,77,420/-).

ii. Counter guarantees given to banks and to Mr. Areef A. Patel, Executive Vice Chairman for guarantees provided by them against credit facilities Rs. 54,62,88,045/- (Previous Year Rs. 52,93,74,970/-).

iii. Claims against the Company not acknowledged as debts Rs.55,54,000/- (Previous Year Rs. 49,62,000/-).

7. Sundry Debtors against whom the Company has filed the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Company is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

8. Classification of debtors as secured and debtors / loans and advances as unsecured considered good are as evaluated and certified by the management, which has been relied upon by the auditors.

9. Balances of sundry debtors, sundry creditors and certain loans and advances are subject to confirmation / reconciliation and adjustments, if any in respect thereof.

10. Other Loans and Advances under Long Term Loans & Advances includes Inter Corporate Deposits aggregating to Rs. 2,94,27,000/- (Previous Year Rs. 3,02,86,244/-) due from certain companies. Having regards to the long- term association with these companies, the management is of the view that no provision is considered necessary on these accounts.

11. Miscellaneous operating expenses and sundry expenses include fines and penalties of Rs NIL (Previous Year Rs. 2,800/-).

Provisions for claims for damage obligations (legal or otherwise) including provision for claims for damages, leakages, shortage and non-delivery of consignments are on account of routine matters where the Company anticipates probable outflow. The claims in respect of which legal suits are filed against the company are fully provided on the basis of legal suit amounts. For the other claims the amount of provision is based on the estimate made by the Company considering the facts and circumstances of each case. The timing and the amount of cash outflows that will arise from these matters will be determined only on settlement of actual cases and claims with the respective parties.

12. Related party disclosures : -

Related Parties have been classified as per Accounting Standards of Institute of Chartered Accountants of India as under:

A) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them significant influence over the enterprise, and relative of such individual (Clause 3(c) of AS 18).

Mr. Asgar S. Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act, 1956.

B) Key Management Personnel and relatives of such personnel ( Clause 3(d) of AS18)

Mr. Areef Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act,1956.

C) Enterprises over which any person described in (A) or (B) is able to exercise significant influence (Clause 3(e) of AS 18)

a) Wall Street Securities & Investment (India) Ltd.

b) Transways Combines Pvt. Ltd.

c) Patel Real Estate Developers Pvt. Ltd.

d) One Capitall Ltd.

e) Patel Holdings Ltd.

f) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

g) Natasha Constructions Pvt. Ltd.

h) Natasha Homes Pvt. Ltd.

i) Natasha Construction Projects Pvt. Ltd.

j) A. S. Patel Trust

k) Goldman (Patel Family) beneficiaries Trust.

NOTES :

i. Mr. Areef Patel, Executive Vice Chairman has given his personal guarantee in favour of Banks against overdrafts and cash credit facilities to the extent of Rs.49,85,00,000/- sanctioned to the Company, for which no monetary benefit has accrued to him.

ii. There are no provisions for doubtful debts or amounts written off or written back during the year for debts due from or to related parties.

13. In the opinion of the Board, current assets, loans and advances have a value of at least equal to the amounts shown in the Balance Sheet, if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary. There are no contingent liabilities other than those stated in Note No. 28.

14. Previous year's figures are regrouped/restated wherever required.

---

Mar 31, 2011

1. Scheme of Amalgamation of Springfield Hotels Pvt. Ltd with the Company :

During the previous year ended 31st March, 2010, Springfield Hotels Pvt. Ltd. (SHPL) has ceased to be a wholly owned subsidiary of the Company, as the Hon’ble High Court of Judicature at Bombay, vide its order dated 10th July 2009 has approved the Scheme of Amalgamation of SHPL with the Company. According to the scheme, SHPL stands dissolved without being wound up from the Effective Date i.e. from 20th August 2009.

2. Equity Shares and Warrants :

During the year 2007-08 the Company had received funds by way of Preferential Allotment of Equity shares and Equity warrants aggregating to Rs.13,91,20,000/. Out of the said proceeds Rs.5,26,63,947/- has been utilized towards purchase of fixed assets, Rs.8,64,56,053/- has been utilized towards meeting capital expenditure and other Corporate Initiatives till date and balance now is NIL. Share Warrant application money of Rs.59,20,000/- has been forfeited during the previous year and consequently the amount has been transferred to Capital Reserve Account.

3. Contingent Liabilities

i. Estimated amount of contracts remaining to be executed on capital account and not provided for as on 31st March, 2011 Rs.20,77,420/- (Previous Year Rs.21,77,420/-).

ii. Counter guarantees given to banks and others for guarantees provided by them against credit facilities Rs.52,93,74,970/- (Previous Year Rs.4,66,58,045/-).

iii. Claims against the Company not acknowledged as debts Rs.49,62,000/- (Previous Year Rs. 54,00,000/-).

4. The Company has not received any intimation from its vendors regarding their status under Micro, Small and Medium Enterpirses Development Act, 2006 and hence the disclosures, if any under the said Act have not been made.

5. Fixed Deposits of Rs. 3,41,47,337/- (Previous Year Rs. 3,31,75,127/-) has been placed as security with the banks against bank guarantees / credit facilities extended by them.

6 a) Sundry debtors include overdue lease debtor of Rs.5,00,000/- (Previous Year Rs.15,00,000/-). The management is confident of recovery and has taken steps to recover the same, including legal action against the party. Considering the security available with the Company and the outcome of recovery process, no provision is considered necessary by the management against the said outstanding.

b) Sundry Debtors against whom the Company has fled the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Company is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

7. Classification of debtors as secured and debtors / loans and advances as unsecured considered good are as evaluated and certified by the management, which has been relied upon by the auditors.

8. Balances of sundry debtors, sundry creditors and certain loans and advances are subject to confirmation / reconciliation and adjustments, if any in respect thereof.

9. Loans & advances includes inter corporate deposits (along with interest accrued and due thereon) aggregating to Rs. 4,12,98,447/- (Previous Year Rs. 4,00,19,181/-) due from certain companies. Having regards to the long-term involvement in these companies, the management is of the view that no provision is considered necessary on these accounts.

10. Miscellaneous operating expenses and sundry expenses include fines and penalties of Rs 2,800/- (Previous Year Rs. 5,800/-).

11. Disclosure as per Accounting Standard – 29 – Provisions, Contingent Liabilities and Contingent Assets issued by the Institute of Chartered Accountants of India :

Provisions for claims for damage obligations (legal or otherwise) including provision for claims for damages, leakages, shortage and non-delivery of consignments are on account of routine matters where the Company anticipates probable outfow. The claims in respect of which legal suits are fled against the company are fully provided on the basis of legal suit amounts. For the other claims the amount of provision is based on the estimate made by the Company considering the facts and circumstances of each case. The timing and the amount of cash outfows that will arise from these matters will be determined only on settlement of actual cases and claims with the respective parties.

12. Managerial Remuneration:

The Managerial Remuneration paid to Mr. Areef Patel, Whole-time Director, designated as Executive vice Chairman, for the year ended March 31, 2011 is under provision of section 269 read with Schedule XIII of the Companies Act, 1956 and is within the limits envisaged under part B of Clause 1 of Section II of Part II of the said Schedule XIII.

13. Related party disclosures

Related Parties have been classifed as per Accounting Standards of Institute of Chartered Accountants of India as under :

A) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them signifcant infuence over the enterprise, and relative of such individual (Clause 3(c) of AS 18).

Mr. Asgar S. Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act, 1956.

B) Key Management Personnel and relatives of such personnel ( Clause 3(d) of AS18)

Mr. Areef Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act,1956.

C) Enterprises over which any person described in (A) or (B) is able to exercise signifcant infuence (Clause 3(e) of AS 18)

a) Wall Street Securities & Investment (India) Ltd.

b) Transways Combines Pvt. Ltd.

c) Patel Real Estate Developers Pvt. Ltd.

d) One Capitall Ltd.

e) Patel Holdings Ltd.

f) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

g) Natasha Constructions Pvt. Ltd.

h) Natasha Homes Pvt. Ltd.

i) Natasha Construction Projects Pvt. Ltd.

j) A. S. Patel Trust

k) Goldman (Patel Family) Benifciaries Trust

---

Mar 31, 2010

1. Scheme of Amalgamation of Springfeld Hotels Pvt. Ltd with the Company :

During the year ended 31st March, 2010, Springfeld Hotels Pvt. Ltd. (SHPL) has ceased to be a wholly owned subsidiary of the Company, as the Honble High Court of Judicature at Bombay, vide its order dated 10th July 2009 has approved the Scheme of Amalgamation of SHPL with the Company. According to the scheme, SHPL stands dissolved without being wound up from the Effective Date i.e. from 20th August 2009.

2. Equity Shares and Warrants :

During the year 2007-08 the Company had received funds by way of Preferential Allotment of Equity shares and Equity warrants aggregating to Rs.13,91,20,000/. Out of the said proceeds Rs.5,26,63,947/- has been utilized towards purchase of fxed assets, Rs.8,09,36,053/- has been utilized toward working capital and other Corporate Initiatives till date and balance Rs.55,20,000/- is kept with Banks. Share Warrant application money of Rs.59,20,000/- has been forfeited during the year and consequently the amount has been transferred to capital reserve account.

3. Contingent Liabilities

i. Estimated amount of contracts remaining to be executed on capital account and not provided for as on 31st March, 2010 Rs.21,77,420/- (Previous Year Rs.25,17,823/-).

ii. Counter guarantees given to banks and others for guarantees provided by them against credit facilities Rs.4,66,58,045/-(Previous Year Rs.6,07,34,945/-).

iii. Claims against the Company not acknowledged as debts Rs.54,00,000/- (Previous Year Rs.53,25,000/-).

4. The Company has not received any intimation from its Vendors regarding their status under Micro, Small and Medium Enterpirses Development Act, 2006 and hence the disclosures, if any under the said Act have not been made.

5. Fixed Deposits of Rs.3,31,75,127/- (Previous Year Rs.2,87,78,387/-) has been placed as security with the banks against bank guarantees / credit facilities extended by them.

6. a) Sundry debtors include overdue lease debtor of Rs.15,00,000/-(Previous Year Rs.15,00,000/-). The management is confdent of recovery and has taken steps to recover the same, including legal action against the party. Considering the security available with the Company and the outcome of recovery process, no provision is considered necessary by the management against the said outstanding.

b) Sundry Debtors against whom the Company has fled the legal suits for recovery are being reviewed by the legal department on year-to-year basis. The Company is hopeful of recovery of these amounts. Accordingly no provision has been made for any loss, which may occur on this account.

7. Classifcation of debtors as secured and debtors / loans and advances as unsecured considered good are as evaluated and certifed by the management, which has been relied upon by the auditors.

8. Balances of sundry debtors, sundry creditors and certain loans and advances are subject to confrmation / reconciliation and adjustments, if any in respect thereof.

9. Loans & advances includes inter corporate deposits (along with interest accrued and due thereon) aggregating to Rs.4,00,19,181/-(Previous Year Rs.2,32,89,442/-) due from certain companies. Having regards to the long-term involvement in these companies, the management is of the view that no provision is considered necessary on these accounts.

10. Miscellaneous operating expenses and sundry expenses include fnes and penalties of Rs.5,800/- (Previous Year Rs.20,240/).

11. During the previous year, it was reported that one of the Senior Offcers of the Company perpetrated some dealings with outside parties ( not related with the Company), resulting in misappropriation of funds of such parties. The facts were reported and a F.I.R was lodged with the Police. Currently, the matter is subjudice.Financial implications on the Company, if any, are not ascertainable at the date of this Report.

Provisions for claims for damage obligations (legal or otherwise) including provision for claims for damages, leakages, shortage and non-delivery of consignments are on account of routine matters where the Company anticipates probable outfow. The claims in respect of which legal suits are fled against the company are fully provided on the basis of legal suit amounts. For the other claims the amount of provision is based on the estimate made by the Company considering the facts and circumstances of each case. The timing and the amount of cash outfows that will arise from these matters will be determined only on settlement of actual cases and claims with the respective parties.

The Managerial Remuneration paid to Mr. Areef Patel, Whole-time Director, designated as Executive Vice Chairman, for the year ended March 31, 2010 is under provision of section 269 read with schedule XIII of the Companies Act, 1956 and is within the limits envisaged under part B of clause 1 of section II of part II of the said schedule XIII.

12. Related party disclosures

Related Parties have been classifed as per Accounting Standards of Institute of Chartered Accountants of India as under :

A) Individuals owning directly or indirectly an interest in the voting power of the reporting enterprise that gives them signifcant infuence over the enterprise, and relative of such individual (Clause 3(c) of AS 18):

Mr. Asgar S. Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act, 1956;

B) Key Management Personnel and relatives of such personnel ( Clause 3(d) of AS18):

Mr. Areef Patel and his relatives within the meaning of section 6 read with Schedule IA of the Companies Act,1956.

C) Enterprises over which any person described in (A) or (B) is able to exercise signifcant infuence (Clause 3(e) of AS 18):

a) A. S. Patel Trust

b) Wall Street Securities & Investment (India) Ltd.

c) Transways Combines Pvt. Ltd.

d) Patel Real Estate Developers Pvt. Ltd.

e) One Capitall Ltd.

f) Patel Holdings Ltd.

g) Wall Street Derivatives and Financial Services (India) Pvt. Ltd.

NOTES :

i. Mr. Areef Patel, Executive Vice Chairman has given his personal guarantee in favour of Banks against overdrafts and cash credit facilities to the extent of Rs.39,35,00,000/- sanctioned to the Company, for which no monetary beneft has accrued to him.

ii. There are no provisions for doubtful debts or amounts written off or written back during the year for debts due from or to related parties.

13. In the opinion of the Board, current assets, loans and advances have a value of at least equal to the amounts shown in the Balance Sheet, if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount considered reasonably necessary. There are no contingent liabilities other than those stated in Note No. 4.

14. Previous years fgures are regrouped/restated wherever required.