Notes to Accounts of Tarini International Ltd.

Mar 31, 2016

1. The company has only one class of equity shares having a face value of Rs. 10/- per share and each holder of equity shares is entitled to one vote per share. The dividend proposed, if any, by the Board of Directors is subject to the approval of shareholders in ensuing Annual General Meeting.

In the event of liquidation, the holders of the equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholding.

2. Issued, subscribed and paid up shares include 16,52,770 (Previous year 16,52,770) equity shares as fully paid up bonus shares by capitalization of Reserves & surplus during the financial year 2011-12.

3. Issued, subscribed and fully paid up shares include 4,96,000 (Previous year 4,96,000) equity shares issued at premium in lieu of salary payable to certain directors during the financial year 2011-12. ''

4. In the opinion of (he management the balances shown under receivables, loam and advances and other assets whether current or noncurrent, have approximately the same realizable value as shown in (he accounts. However these balance are subject to Confirmation.

5. The Management is of the opinion that as at the end of the reporting period, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

6. There is no separate reportable segment in accordance with the requirements of Accounting Standard 17 ''Segment Reporting’ issued by the Companies (Accounting Standard) Rules, 2006 in view of company''s activities during the year are in one segment. The company is not operating in any of the geographical segment.

7. The company has not received any information from suppliers / creditors regarding their status under Micro, Small & Medium Enterprises development Act, 2006.

8. During the year 2011-2012, the company has provided its immovable property as equitable mortgage towards (he term loan taken by the other associate company in which the company is holding shares more than 10% and the personal loan taken by its director. The necessary filing with regard to approval from Central Government and certain compliances according to the provisions of the Companies Act, 1956 arc still in process during the year. However, the terms and condition of said term/personal loan taken by the other associate company / founder directors, in view of the management, are not prejudicial to the interest of the company.

9. During the year ended 31 March 2015, pursuant to a survey conducted under Section 133A of the Income Tax Act, 1961 by the Income -Tax Authorities in the Company''s premises and certain documents were impounded. The outcome of such survey is awaited. However the management is confident that no adverse impact shall be transpired.

10. A Subsidiary company has entered into joint venture agreement with M/s Cobra Installations services S.A. a company incorporated , under (he law of Spain to design, manufacture supply, Installation & commissioning of 2x60mva I32/33KV substation at Osoglo, Nigeria. The woric at this project is yet to be commenced. The expenditure incurred to obtain such project has been accounted and kept under deferred expenses.

11. The accumulated losses of a subsidiary has eroded its net worth as at March 31,2015. The management of the subsidiary company is confident of improvement in the company''s future operations and the financial statement have been prepared on going concern basis. The company is of view that the investment in the company amounting to Rs. 68,00,000 is a long term investment and no provision for diminution in the value of investment is necessary.

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Mar 31, 2015

1. Company Background

Tarini International Ltd hereinafter referred to as ("the Company") is engaged in the business of Turnkey Contractors & Consultancy in Power Generation, T ransmission & Distribution and other EPC contracts.

2. The company has only one class of equity shares having a face value of Rs. 10/- per share and each holder of equity shares is entitled to one vote per share. The dividend proposed, if any, by the Board of Directors is subject to the approval of shareholders in ensuing Annual General Meeting.

3. In the event of liquidation, the holders of the equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholding.

4.Issued, subscribed and paid up shares include 16,52,770 (Previous year 16,52,770) equity shares as fully paid up bonus shares by capitalisation of Reserves & surplus during the financial year 2011-12.

5.Issued, subscribed and fully paid up shares include 4,96,000 (Previous year 4,96,000) equity shares issued at premium in lieu of salary payable to certain directors during the financial year 2011-12.

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

* Provision for Proposed Dividend @ Rs. 0.20 per share for share holders as on March 31,2014 has made whereas shareholders approved the Dividend @ Rs. 0.15 per share for all the shareholders as at September 30, 2014. The amount of Final dividend and Tax thereupon represents the remainder.

7. The contributions payable to Provident fund by the Company are at rates specified in the the provident funds scheme.

8. In the opinion of the management the balances shown under receivables, loans and advances and other assets whether current or non current, have approximately the same realizable value as shown in the accounts. However these balance are subject to Confirmation.

9. The Management is of the opinion that as at the end of the reporting period, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

10. There is no separate reportable segment in accordance with the requirements of Accounting Standard 17 'Segment Reporting' issued by the Companies (Accounting Standard) Rules, 2006 in view of company's activities during the year are in one segment. The company is not operating in any of the geographical segment.

11. The company has not received any information from suppliers / creditors regarding their status under Micro, Small & Medium Enterprises development Act, 2006.

12. During the year 2011-2012, the company has provided its immovable property as equitable mortgage towards the term loan taken by the other group company in which the company is holding shares more than 10% and the personal loan taken by its director.The necessary filing with regard to approval from Central Government and certain compliances according to the provisions of the Companies Act, 1956 are still in process during the year. However,the terms and condition of said term/personal loan taken by the other associate company / founder directors, in view of the management, are not prejudicial to the interest of the company.

13. During the year ended 31 March 2015, pursuant to a survey coducted under Section 133A of the Income Tax Act, 1961 by the Income Tax Authorities in the Company's premises and certain documents were impounded. The outcome of such survey is awaited. However the management is confident that no adverse impact shall be transpired.

14. A Subsidiary company has entered into joint venture aggreement with M/s Cobra Instalaciones Y servicos S.A. a company incorporated under the law of spain to design, manufacture supply, Installation & commissioning of 2x60mva 132/33KV substation at Osoglo, Nigeria. The work at this project is yet to be commenced. The expenditure incurred to obtain such project has been accounted and kept under deferred expenses.

15. Pursuant to the Listing Agreement Dated June 24, 2014, the company has got listed its share with Bombay Stock Exchange (BSE) under Small and Medium Enterprise (SME) plateform during the year, which were fully subscribed and accordingly paidup share capital has been increased from Rs. 90,200,000 to Rs. 129,980,000

16. Contingent Libility not provided for Amount (Rs. in Lakhs)

Particulars As at As at 31.03.2015 31.03.2014

1) Income tax demand under Appeal 47.16 34.90

2) Against loan availed by a group company 343.34 393.50 and promoter directors on equitable mortgage of property of the company

17. Pursunat to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in schedule II. Accordingly the unamortised carrying value is being depreciated / amortised over the revised / remaining useful lives.The Written down value amounting to Rs.7,57,072 of Fixed Assets whose lives have expired as at 1st April 2014 have been adjusted in the opening balance of Profit and Loss Account.

18. The accumulated losses of a subsidiary has eroded its net worth as at March 31,2015. The management of the subsidiary company is confident of improvement in the company's future operations and the financial statement have been prepared on going concern basis. The company is of view that the investment in the company amounting to Rs. 68,00,000 is a long term investment and no provision for diminution in the value of investment is necessary.

19. In accordance with the payments of Gratuity Act, 1972 the company provides for the gratuity covering eligible employees. The liability on account of gratuity is covered on the basis of valuation of the liabilities by an independent actuary as at the Year end.

20. The expenses pertaining to gratuity of Rs. 21,48,468 (2013-14 : Nil) has been considered in "Contribution to provident and other funds" under Note 17

21. The company makes contribution to Provident Fund, which are defined contribution plans, for qualifying employees. Under the schemes, the company is required to contribution a specified percentage of the payroll cost to fund the benefits. The Company recongnised Rs.4,42,968 (2013-14: Rs. 1,32,516) for Provident Fund Contributions,in the statement of Profit and Loss. The contribution payable to these plan by the company are at rates specified in the rules of the schemes.

22. Related Party Disclosures:

(a) Key Management Personnel -

Vakamulla Chandrashekhar - Managing Director,

V. Anu Naidu - Director

A. C. Jain - Chief Financial officer

Amit Arora - Company Secretary

(b) Subsidiaries -

M/s Tarini Sugar & Distillaries Limited

M/s Venture Infrastructure Limited

(c) Enterprises over which directors exercise significant influence / control

M/s Tarini Infrastructure Limited.

M/s Venture Infrastructure Limited.

M/s Venture Energy & Technology Limited.

M/s B.Soilmec India Private Limited.

M/s Tarini Overseas Mining and Operation Limited.

M/s Tarini Humanitarian Demining and Rehabilition Works

M/s Tarini Sugar & Distillaries Limited.

M/s Tarini Life Scienses Limited

M/s Tarini Wilderness & Innovations Private Limited

23. Figures for the previous year have been regrouped /rearranged wherever considered necessary to make them conform to the figures for the year as per Schedule III.

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Mar 31, 2014

1 Company Background

Tarini International Ltd hereinafter referred to as ("the Company") is engaged in the business of Turnkey Contractors & Consultancy in Power, Generation, Transmission & Distribution.

2 i. The company has only one class of equity shares having a face value of Rs. 10/- per share and each holder of equity shares is entitled to one vote per share. The dividend proposed, if any, by the Board of Directors is subject to the approval of shareholders in ensuing Annual General Meeting. During the year ended March 31, 2014 the amount of Rs. 0.20/- per share dividend has been recognised as distribution to equity shareholders.

In the event of liquidation, the holders of the equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholding.

ii Issued, subscribed and paid up shares include 16,52,770 (Previous year 16,52,770) equity shares as fully paid up bonus shares by capitalisation of Reserves & surplus during the financial year 2011-12.

iii Issued, subscribed and fully paid up shares include 4,96,000 (Previous year 4,96,000) equity shares issued at premium in lieu of salary payable to certain directors during the financial year 2011-12.

iv Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period:-

ADDITIONAL NOTES TO THE FINANCIAL STATEMENTS:

3 In the opinion of the management the balances shown under receivables, payables, loans and advances and other assets whether current or non current, have approximately the same realizable value as shown in the accounts.

4 The Management is of the opinion that as at the end of the reporting period, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

5 There is no separate reportable segment in accordance with the requirements of Accounting Standard 17 ''Segment Reporting'' issued by the Companies (Accounting Standard) Rules, 2006 in view of company''s activities during the year are in one segment. The company is not operating in any of the geographical segment.

6 The company has not received any information from suppliers / creditors regarding their status under Micro, Small & Medium Enterprises development Act, 2006.

7 In the year 2011-2012, the status of the company has been changed from Private Limited to Public Limited with effect from 10th June 2011. Prior to change of status of the company, the company has provided its immovable property as equitable mortgage towards the term loan taken by the other group company in which the company is holding shares more than 10% and the personal loan taken by its director. Consequent to the said change, the necessary filing with regard to approval from Central Government and certain compliances according to the provisions of the Companies Act, 1956 are still in process during the year. However,the terms and condition of said term/personal loan taken by the other group company / founder directors, in view of the management, are not prejudicial to the interest of the company.

8 Pursuant to the Listing Agreement Dated June 24, 2014, the company has got listed its share with Bombay Stock Exchange (BSE) under Small and Medium Enterprise (SME) plateform after the balance sheet date, which were fully subscribed and accordingy paid up share capital has been increased from Rs. 90,200,000 to Rs. 129,980,000

9 Contingent Libility not provided for Amount (Rs. in Lakhs)

Particulars As at 31.03.2014 As at 31.03.2013

1) Income tax demand under Appeal 34.90 -

2) Against loan availed by a group company and promoter directors on equitable 3,935.00 3,935.00 mortgage of property of the company

10 Related Party Disclosures:

(a) Key Management Personnel - Vakamulla Chandrashekhar - Managing Director, V. Anu Naidu - Director A. C. Jain - C. F. O.

(b) Subsidiaries - M/s Tarini Sugar & Distillaries Limited M/s Venture infrastructure Limited

(c) Enterprises over which directors exercise significant influence / control

M/s Tarini Infrastructure Limited. M/s Venture infrastructure Limited. M/s Venture Energy & Technology Limited. M/s B.Soilmec India Private Limited. M/s Tarini Overseas Mining and Operation Limited. M/s Tarini Humanitarian Demining and Rehabilition works M/s Tarini Sugar & Distillaries Limited. M/s Tarini Life Scienses Limited M/s Tarini Wilderness & Innovations Private Limited

11 Figures for the previous year have been regrouped /rearranged wherever considered necessary to conform to the figures presented in the current year.

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Mar 31, 2013

Background

Tarini International Ltd hereinafter referred to as ("the Company") is engaged in the business of Industrial consultancy on turnkey basis/ Project consultants.

1. In the opinion of the management the balances shown under receivables, payables, loans and advances and other assets whether current or non current, have approximately the same realizable value as shown in the accounts. However these balances are subject to confirmations.

2. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

3. There is no separate reportable segment in accordance with the requirements of Accounting Standard 17 ''Segment Reporting'' issued by the Companies (Accounting Standard) Rules, 2006 in view of company''s activities during the year are project consultancy. Hence, there are no additional disclosures to be provided other than those already provided in the financial statements.

4. The company has not received any information from suppliers regarding their status under Micro, Small & Medium Enterprises development Act, 2006.

5. The company has provided its immovable property as equitable mortgage towards the term loan taken by the other group company in which the company is holding shares more than 10% and the personal loan taken by its director. However,the terms and condition of said term / personal loan taken by the other group company / founder directors are not prejudicial to the interest of the company.

6. Related Party Disclosures:

(a) Key Management Personnel -

Director, V. Chandrashekhar Naidu.

Director, Anu Naidu.

Director, Ponnu Swami Sethu Seshan

(b) Subsidiaries -

M/s Venture infrastructure Ltd M/s Tarini Sugar & Distillaries Ltd

(c) Enterprises over which directors exercise significant influence / control M/s Tarini Infrastructure Ltd.

M/s Venture infrastructure Ltd.

M/s Venture Energy & Technology Ltd.

M/s B.Soilmec India Private Ltd.

M/s Tarini Overseas Mining and Operation Ltd.

M/s Tarini Humanitarian Demining and Rehabilition works M/s Tarini Sugar & Distillaries Ltd.

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Mar 31, 2012

1. In the opinion of the management the balances shown under receivables, payables, loans and advances and other assets whether current or non current, have approximately the same realizable value as shown in the accounts. However these balances are subject to confirmations.

2. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

3. There is no separate reportable segment in accordance with the requirements of Accounting Standard 17 ''Segment Reporting'' issued by the Companies (Accounting Standard) Rules, 2006 in view of company''s activities during the year are project consultancy. Hence, there are no additional disclosures to be provided other than those already provided in the financial statements.

4. The company has not received any information from suppliers regarding their status under Micro, Small & Medium Enterprises development Act, 2006.

5. During the year, the status of the company has been changed from Private Limited to Public Limited with effect from 10th june 2011. Prior to change of status of the company, the company has provided its immovable property as equitable mortgage towards the term loan taken by the other group company in which the company is holding shares more than 10% and the personal loan taken by its director. Consequent to said change, the necessary filing with regard to approval from Central Government and certain compliances according to the provisions of the Companies Act, 1956 are in process. However,the terms and condition of said term/personal loan taken by the other group company / founder directors, in view of the management, are not prejudicial to the interest of the company.

6. Related Party Disclosures:

(a) Key Management Personnel -

Director, V. Chandrashekhar Naidu.

Director, Anu Naidu.

Director, Ponnu Swami Sethu Seshan

(b) Subsidiaries -

M/s Venture infrastructure Ltd

M/s Tarini Sugar & Distillaries Ltd

(c) Enterprises over which directors exercise significant influence / control

M/s Tarini Infrastructure Ltd.

M/s Venture infrastructure Ltd.

M/s Venture Energy & Technology Ltd.

M/s B.Soilmec India Private Ltd.

M/s Tarini Overseas Mining and Operation Ltd.

M/s Tarini Humanitarian Demining and Rehabilition works

M/s Tarini Sugar & Distillaries Ltd.

7. The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation as the revised schedule VI has came in to force with effect from April I, 2011 with more disclosures

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Mar 31, 2011

1 Nature of Operations

Tarini International Private Ltd hereinafter referred to as ("the Company") is engaged in the buissness of Project consultants and electrical contractor.

2. There is no separate reportable segment in accordance with the requirements of Accounting Standard 17 ''Segment Reporting'' issued by the Companies (Accounting Standard) Rules, 2006 in view of company''s activities during the year are project consultantancy hence, there are no additional disclosures to be provided other than those already provided in the financial statements.

3. In the opinion of the Board of Directors the current assets, loans and advances have a value on reliasation in the ordinary courses of business, at least equal to the amount at which they are stated in the balance Sheet

4. The company has not received any information from suppliers regarding their status under Micro, Small & Medium Enterprises development Act, 2006.

The company has provided its immovable property as equitable mortagage towards the

5. term loan taken by the other company in which the company is holding shares more than 10% and the personel loan taken by its director. The terms and condition.of said term/personel loan taken by the other company/founder directors, in view of the management, are not prejudicial to the interest of the company.

6. Advance received amounting to US$ 1,210,000 against maintenance from a customer / client has been accounted for evenly over the period of contract spanning 30 months commencing from October 2008. Accordingly the income amounting to Rs.24,283,651 (Previous year Rs. 23,752,915) has been accounted for as the income for the current financial year 2010-11.

7. During the year the company has acquired 33,00,000 equity shares of Tarini Infrastructure Limited @ Rs. 10/- each

10. Related Party Disclosures:

(a) Key Management Personnel -

V. Chandrashekhar Naidu.- Director, V.Anu Naidu.- Director.

11. Corresponding figures for the previous year have been regrouped / rearranged, wherever necessary to conform to current year classification.