Notes to Accounts of GeeCee Ventures Ltd.

Mar 31, 2018

NOTE 1:

STANDARDS ISSUED BUT NOT EFFECTIVE

On March 28, 2018, the Ministry of Corporate Affairs (MCA) has notified Indian Accounting Standard (In AS) 115, Revenue from Contracts with Customers. In AS 115 introduces a five-step model to revenue recognition:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Under In AS 115, revenue is recognized when (or as) the entity satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer (i.e. when (or as) the customer obtains control of that asset) at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under In AS. Either a full retrospective application or a modified retrospective application is required for accounting periods commencing on or after April 1, 2018.

The Company will adopt In AS 115 effective from April 1, 2018. As at the date of issuance of the company’s financial statements, the company is in the process of evaluating the requirements of the said standard and the impact on its financial statements in the period of initial application.

NOTE 2

OTHER NOTES

A. In our opinion, all current assets appearing in the Balance Sheet as at March 31, 2018 have a value on realization in the ordinary course of the Company’s business at least equal to the amount at which they are stated in the Balance Sheet.

B. Balance of trade receivables, trade payables and loans and advances are subject to confirmation from respective parties and reconciliation, if any.

C. Previous year figures have been regrouped, re-arranged and re-classified wherever necessary to conform to current year’s classification.

D. Figures have been rounded off to the nearest lakh.

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Mar 31, 2016

B. NOTES FORMING PART OF THE ACCOUNTS:

1) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances. sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

2) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn’t foresee any additional liability for pending Assessments.

3) Income Tax Assessments have been completed up to assessment year 2008-2009 pertaining to previous accounting year ended on 31.03.2008 and the Company doesn’t foresee any additional Income Tax liability for pending Assessments.

5) Revenue Recognition

4s per the Guidance Note on Real Estate, the following are the basis on which the revenue would be recognized:

a) When the stage of completion of the project reaches a reasonable level of development. A reasonable level of development is not achieved if the expenditure incurred on construction and development costs is less than 25% of the total estimated construction and development costs.

b) At least 25% of the saleable project area is secured by contracts or agreements with buyers.

c) At least 10 % of the total revenue as per the agreements of sale or any other legally enforceable documents are realized at the reporting date in respect of each of the contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as defined in the contracts.

On compliance of the above conditions , revenue has been recognized for the FY 2015-16 as per the proportionate completion method specified in the Guidance Note on Revenue Recognition of Real Estate.

b) Defined benefit plan

The employee’s gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

4) Small Scale Industries:

The management is currently in the process of indentifying enterprises which have provided goods and services to the company which qualify under the definition of Medium and Small Enterprises as defined under Micro, Small and Medium Enterprises, Development Act, 2006. Accordingly the disclosures in the respect of amount payable to such Micro, Small, and Medium Enterprises as at March 31, 2016 has not been made in the financial statements, However, in view of the Management impact of the interest, if any, that may be payable in accordance with the Act is not expected to be material.

5) Segmental Information

The Company has identified Wind Power, Financing Activities & Real Estate Activities as its primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system.

6) Amalgamation

To consolidate the businesses and lead to synergies in operation , the company has .subject to various approvals .decided to merge its wholly owned Subsidiary Company M/s Geecee Logistics & Distributions Pvt Ltd with effect from 1st April,2014 (Appointed Date ). The Board of Directors of GeeCee Ventures Limited at their meeting held on 30th March, 2015 have approved the Scheme of Amalgamation between GeeCee Logistics & Distributions Private Limited and their respective shareholders (“the scheme”). The Scheme is pending before the Hon’ble Court for approval. Thereafter, the Scheme will be given effect in the books of accounts of the Company.

7) Extraordinary Items

Extraordinary Items of Rs 450 Lacs is on account of write back of “Provisions for post closing adjustments of business transfer “relating to sale of Chemical Business.

8) Conversion of Investment into Stock in Trade

During the year , company converted a land at karjat which was held as investment into stock in trade . Profit on conversion has been recognized in the books on the basis of valuation certificate obtained from registered valuer.

9) The figures of the previous accounting period are re-grouped, re-classified wherever necessary. The figures are rounded to nearest rupees in lacs.

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Mar 31, 2015

Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs. 10/- Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount.

*Note: Raw material,store & consumables are valued at the lower of cost and net realizable value except waste/scrap, which is valued at net realizable value. The cost is computed on FIFO basis.

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Contingent liabilities not provided for (AS-29)

(Rs in Lacs)

Particulars As on As on 31.03.2015 31.03.2014

A Sales Tax Liabilities

I On Account of C Forms (2001-02) 10.28 10.28 (Deposit 6.44 lacs)

II C Forms (2007-08,2008-09,2009-10) 3.22 3.22

III On A/c of VAT Reversal 2008-09 30.92 30.92

IV On A/c of VAT Reversal 2009-10 3.52 3.52

B Excise Duty Liabilities(Disputed) 8.40 8.40 (Deposit Rs 1.20 lacs)

C Entry Tax 2.46 2.46

D Service Tax 2.35 2.35

E Income Tax A.Y 2008-09 3.98 51.65

F Bank Guarantee 10.00 10.00

4) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn''t foresee any additional liability for pending Assessments.

5) I ncome Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn''t foresee any additional Income Tax liability for pending Assessments.

6) Audit Fees (Inclusive of Taxes)

7) The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

a) Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under:

b) Defined benefit plan

The employee''s gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

8) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31,2015.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 9(a) and 9(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

9) Segmental Information

The Company has identified Wind Power, Financing Activities & Real Estate Activities as its primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system.

Diluted

The diluted earnings per share has been computed by dividing the Net Profit After Tax available for Equity Shareholders by the weighted average number of equity shares, after giving dilutive effect of the outstanding Warrants, Stock Options and Convertible bonds for the respective periods. Since, the effect of the conversion of Preference shares was anti- dilutive, it has been ignored. have taken place during the year ended 31st March 2015

(a) Subsidiary Companies

GCIL Finance Ltd.

GeeCee Logistics and Distributions Private Limited (Formerly GCV Trading Pvt. Ltd.)

GeeCee Business Pvt Ltd (Formerly Ananya Online IT Design Pvt. Ltd.)

(b) Associate Companies

Elrose Mercantile Pvt. Ltd.

Four Dimension Securities (I) Ltd.

Antique Stock Broking Ltd.

Winro Commerical (India) Ltd.

(c) Key Managerial Personnel

Name Designation

Shri Ashwin Kumar Kothari Chairman and Whole Time Director

Shri Harisingh Shyamsukha Whole Time Director

Shri Gaurav Shyamsukha Whole Time Director

Shri Nilesh Kala Chief Financial Officer

Mrs. Sonali Sathe Company Secretary w.e.f 19th Dec. 2014

Mrs. Namrata Mhatre Former Company Secretary till 10th Dec. 2014

Mr. Vazathara Vasudevan Additional Director w.e.f 30th March 2015 Sureshkumar

Mr. Vazathara Vasudevan Whole Time Director w.e.f 28th May 2015 Sureshkumar

Transactions carried out with related parties referred in 1 above, in ordinary course of business:

Note:

Remuneration includes Expenses debited in profit & loss accounts as well as capitalized in work in progress of inventories

10. Amalgamation & Merger

To consolidate businesses and synergies in operations, the Company has decided to merge its business with its hundred percent subsidiary company, GeeCee logistics and Distributions Private limited, as on 1st April 2014 ("Appointed date"), subject to various approvals.

11. A Share Warrants

The Company had allotted 27,00,000 convertible warrants at Rs. 36/- per warrant to promoters/ promoters group on preferential basis pursuant to the special resolution passed by the members of the Company at their meeting held on 9th July, 2014. The Warrants shall be convertible into Equity Shares (at the option of the Warrant holder) at any time, in one or more tranches, within a period of 18 months from the date of allotment of Warrants. An amount equivalent to 25% of total consideration is received by the company and the balance of 75% will be received on conversion.

12) Revenue recognition

As per guidance note issued by ICAI, which states that as per percentage completion method revenue is to be recognized only if all the three conditions are fulfilled viz.

a) When the stage of completion of the project reaches a reasonable level of development. A reasonable level of development is not achieved if the expenditure incurred on construction and development costs is less than 25 % of the construction and development costs.

b) Atleast 25% of the saleable project area is secured by contracts or agreements with buyers.

c) Atleast 10% of the total revenue as per the agreements of sale or any other legally enforceable documents are realised at the reporting date in respect of each of the contracts and it is reasonable to expect that the parties to such contracts will comply with the payment terms as defined in the contracts.

However, the company has not incurred 25% of the construction and development cost and hence, not recognised the revenue for the financial year 2014-2015.

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Mar 31, 2014

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Contingent liabilities not provided for (AS-29)

(Rs. in Lacs)

Sr. Particulars As on As on No. 31.03.2014 31.03.2013

A Sales Tax Liabilities

i On account of C Forms (2001-02) Deposit Rs. 6.44 Lacs) 10.28 10.28

ii C Forms (2007-08,2008-09 & 2009-10) 3.22 6.53

iii Appeal filed by MPUVN in High Court 0.00 122.00 against single Bench H C Order.

iv On A/c of VAT Reversal 2008-09 30.92 30.92

v On A/c of VAT Reversal 2009-10 3.52 3.52

B Excise Duty Liabilities (Disputed) ( Deposit Rs. 1.20 Lacs ) 8.40 8.40

C Entry Tax 2.46 2.46

D Service Tax 2.35 2.35

E Income Tax A.Y2008-09 51.65 51.65

F Bank Guarantee 10.00 10.00

4) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn''t foresee any additional liability for pending Assessments.

5) Income Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn''t foresee any additional Income Tax liability for pending Assessments.

6) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2014.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 9(a) and 9(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

7) Segmental Information

The Company has identified Wind Power, Financing Activities & Real Estate Activities as its primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system.

8) Related Party Transactions

As required by Accounting Standard AS-18 "Related Parties Disclosure" issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2014

(a) Subsidiary Companies

GCIL Finance Ltd. GeeCee Logistics and Distributions Private Limited (Formerly GCV Trading Pvt. Ltd.) GeeCee Business Pvt Ltd (Formerly Ananya Online IT Design Pvt. Ltd.)

(b) Associate Companies

Elrose Mercantile Pvt. Ltd. Four Dimension Securities (I) Ltd. Antique Stock Broking Ltd. Winro Commercial (India) Ltd.

(c) Key Managerial Personnel

Shri Ashwin Kumar Kothari Shri Harisingh Shyamsukha Shri Gaurav Shyamsukha

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Mar 31, 2013

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Contingent liabilities not provided for (AS - 29)

(Rs. in Lacs)

Particulars As on 31.03.2013 As on 31.03.2012

A Sales Tax Liabilities

i On account of C Forms (2001-02) Deposit Rs. 6.44 Lacs) 10.28 10.28

ii C Forms ( 2007-08,2008-09 & 2009-10) 6.53 42.05

iii Appeal filed by MPUVN in High Court against single Bench H C Order.122.00 122.00

iv On A/c of VAT Reversal 2006-07 & 2007-08 0.00 46.46

v On A/c of VAT Reversal 2008-09 30.92 30.92

vi On A/c of VAT Reversal 2009-10 3.52 0.00

B Bank Gurantee 10.00 0.00

C Excise Duty Liabilities (Disputed)(Deposit Rs.1.20 Lacs) 8.40 10.79

D Entry Tax 2.46 2.46

E Service Tax 2.35 2.35

F Income Tax A.Y. 2008-09 51.65 51.65

4) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn''t foresee any additional liability for pending Assessments.

5) Income Tax Assessments have been completed up to assessment year 2007–2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn''t foresee any additional Income Tax liability for pending Assessments.

6) The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

a) Defned Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under:

b) Defned beneft plan

The employee''s gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

7) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2013.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 8(a) and 8(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

8) Related Party Transactions

As required by Accounting Standard AS-18 "Related Parties Disclosure" issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2013.

(a) Subsidiary Companies

GCIL Finance Ltd.

GeeCee Logistics and Distributions Pvt. Ltd.

GeeCee Business Pvt Ltd b) Associate Companies

Elrose Mercantile Pvt. Ltd.

Four Dimension Securities (I) Ltd.

(c) Relative of Directors or concern where relative of directors has substantially interested Atul Transport (India)

Gaurav Shyamsukha

(d) Key Managerial Personnel Shri Ashwin Kumar Kothari Shri Harisingh Shyamsukha Shri V.P. Biyani

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Mar 31, 2012

Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs.10/-. Each holder of equity shares is entitled to one vote per share.In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount.

Point No. 1

1. Equity Shares Buy Back

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, the Company made a Public Announcement dated 24.1.2012 , to buy-back the Equity Shares of face value of Rs.10/- each of the Company from open market through stock exchange route at a price not exceeding Rs.65/-per share, aggregating to Rs.1040.00 lacs. The Company has bought back 528611 Equity Shares as at 31st March, 2012 at an average price of Rs. 44.63 per share, utilizing a sum of Rs.235.93 lacs. The amount paid towards buy-back of shares, in excess of the face value, has been utilised out of Securities Premium A/C. In terms of the provisions of Section 77A of the Companies Act, 1956 and SEBI (Buy Back of Securities) Regulations 1998, as at 31st March, 2012 the Company has extinguished 350219 Equity Shares and the remaining 178392 Equity Shares have been extinguished on 9th April, 2012. Consequently, the paid-up Equity Share capital of the Company has been reduced and the Company has created Capital Redemption Reserve of Rs.35.02 lacs towards the face value of 350219 Equity Shares of Rs.10 /- each by utilising Securities Premium a/c .

Note: 2

A. Holdbacks amounts at the beginning of the period stood at Rs 5688.72 lacs. The Company has received an amount of Rs 2088.72 lacs against said amount . An amount of Rs 500.00 lacs continues to stand in the Holdbacks, which would get released on completion of certain post closing conditions.

B. The company will continue to keep balance provision of Rs 627 Lacs (PY Rs 1,150 Lacs) to meet the liability on account of post closing adjustments and other expenses as per the terms of Business Transfer Agreement.

Point No. 1

Holdbacks amounts at the beginning of the period stood at Rs 5791.64 lacs. The Company has received an amount of Rs 2191.64 lacs ( Rs 1610.06 lacs net of tax) against that amount. An amount of Rs 500.00 lacs continues to stand in the Holdbacks, which would only get released on completion of certain post closing conditions. The balance amounts in the Holdbacks have gone to the buyer.

Point No.1

Sale of DEPB Licences include Rs. 6.86 lacs to GeeCee Logistics and Distributions Pvt Ltd (100% subsidiary ) Sale of DEPB License is accounted on cash basis

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the trade receivables, Loans and Advances and trade payables are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Trade receivables include due from wholly owned subsidiary company Rs. 0.00 Lacs (Previous year Rs 34.47Lacs) and maximum debit balance during the period was Rs 48.23Lacs (previous year Rs. 205.33 Lacs).

4) Contingent liabilities not provided for (AS - 29)

(Rs. in Lacs)

Particulars As on 31.03.2012 As on 31.03.2011

Sales Tax Liabilities

On account of 'C' Forms (2001-02) 10.28 10.28 (Deposit Rs. 6.44 Lacs)

'C' Forms (2007-08,2008-09 & 2009-10) 42.05 107.17

Appeal filed by MPUVN in High Court against single 122.00 122.00 Bench H C Order.

On A/c of VAT Reversal 2007-08 46.46 0.00

On A/c of VAT Reversal 2008-09 30.92 0.00

Excise Duty Liabilities (Disputed) (Deposit Rs. 1.20 Lacs) 13.14 13.14

Entry Tax 2.46 2.46

Service Tax 0.00 4.32

Income Tax A.Y2008-09 51.65 0.00

5) Sales Tax Assessments have been completed up to the Accounting year ended 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn't foresee any additional liability for pending Assessments.

6) Income Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn't foresee any additional Income Tax liability for pending Assessments.

7) The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

a) Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under:

b) Defined benefit plan

The employee's gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

8) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2012.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 9(a) and 9(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

9) Segmental Information

The Company has identified Wind Power as its primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system.

10) Related Party Transactions

As required by Accounting Standard AS-18 "Related Parties Disclosure" issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2012.

(a) Subsidiary Companies GCIL Finance Ltd.

Gwalior Chemicals bvba*

GeeCee Logistics and Distributions Private Limited

GeeCee Business Pvt Ltd (Formerly Ananya Online IT Design Pvt. Ltd.)

b) Associate Companies

Elrose Mercantile Pvt. Ltd.

Four Dimension Securities (I) Ltd.

(c) Relative of Directors or concern where relative of directors has substantially interested

Atul Transport (India)

Gaurav Shyamsukha

(d) Key Managerial Personnel

Shri Ashwin Kumar Kothari

Shri Harisingh Shyamsukha

Shri VP Biyani

Notes:

1. Loan to GCIL Finance Ltd. and GeeCee Logistics & distributions Pvt Ltd carries Interest @ 7.5% up to December 2011 & from January, 2012 @ 8.5% per annum and the terms & conditions regarding repayment of the loan are not defined.

2. The company has not advanced any money to its employees for the purpose of investment in the securities of the company.

Additional information required under the Para 3 under Clause (i)(a), (ii)(a), (b), Para 4, Para 4 and Para 4D of Part II of Schedule VI of the Companies Act, 1956 is detailed as under:

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Mar 31, 2011

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the fgures of the current accounting year. The figures are rounded to nearest rupees in lacs.

2) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confrmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

3) Sundry debtors include due from wholly owned subsidiary company Rs. 34.47 Lacs (Previous year Rs 34.47Lacs) and maximum debit balance during the period was Rs 34.47Lacs (previous year Rs.205.33 Lacs).

4) Contingent liabilities not provided for (AS - 29)

(Rs. In Lacs)

Particulars As on As on 31.03.2011 31.03.2010

a) Bank Guarantees & LC 0.00 175.04

b) Sales Ta x Liabilities _ _

i) On account of C Forms and Tax on Freight (2001-02) 10.28 10.28 Deposit Rs. 6.44 Lacs)

ii) C Forms ( 2007-08,2008-09 & 2009-10) 107.17 278.18

iii) Appeal fled by MPUVN in High Court against single 122.00 122.00 Bench H C Order.

c) Excise Duty Liabilities (Disputed) ( Deposit Rs. 1.20 Lacs ) 13.14 13.14

d) Entry Tax 2.46 2.46 (e) Service Tax 4.32 4.32

5) Sales Tax Assessments have been completed up to the Accounting year ended as on 31.03.2008 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesn't foresee any additional liability for pending Assessments.

6) Income Tax Assessments have been completed up to assessment year 2007–2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesn't foresee any additional Income Tax liability for pending Assessments.

7) The disclosures required under accounting standard 15 “Employee Benefts” notifed in the Companies (Accounting Standards) rules 2006, are given below:

a) Defned Contribution Plan

Contribution to Defned Contribution Plan, recognized are charged off for the year are as under:

b) Defned beneft plan

The employee's gratuity fund scheme managed by Life Insurance Corporation of India is a defned plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee beneft entitlement and measures each unit separately to build up the fnal obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, taken into account infation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certifed by the actuary.

Note:-

In view of the computation of net proft pursuant to section 349 of the Companies Act, 1956 and the Ordinary Resolution passed by the Shareholder in the Extra Ordinary General Meeting held on 28th January, 2008, resulting in insuffcient proft, the remuneration of Rs. 27.90 Lacs paid to Shri Ashwinkumar Kothari, Chairman and Whole Time Director, the remuneration of Rs. 27.90 paid to Shri Harisingh Shyamsukha, Whole Time Director and remuneration of Rs. 5.20 Lacs paid to Shri V. P. Biyani are in excess of the limits prescribed under Schedule XIII to the Act (as Amended vide notifcation dated 16th January 2002 issued by Department of Company Affairs, New Delhi). The Company has applied to the Central Government for obtaining the necessary approval for waiver of excess remuneration paid for the period from 01st April, 2010 to 31st December, 2010 to the Directors of the Company.

The Shareholders of the Company has passed the Special Resolution for re-appointment of the Whole Time Directors in the Annual General Meeting held on 21st September, 2010 and the Company has obtained necessary approval from the Central Government for the re-appointment of Shri Ashwinkumar Kothari, Chairman and Whole Time Director and Shri Harisingh Shyamsukha, Whole Time Director of the Company for the period from 01st January, 2011 to 31st December, 2013.

8) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2011.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 12(a) and 12(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identifed on the basis of information available with the Company. This has been relied upon by the auditors.

9) Related Party Transactions

As required by Accounting Standard AS-18 “Related Parties Disclosure” issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2011

(a) Subsidiary Companies

GCIL Finance Ltd.

Gwalior Chemicals bvba

GeeCee Logistics and Distributions Private Limited (Formerly GCV Trading Pvt. Ltd.)

GeeCee Business Pvt Ltd (Formerly Ananya Online IT Design Pvt. Ltd.)

(b) Associate Companies

Elrose Mercantile Pvt. Ltd.

Four Dimension Securities (I) Ltd.

Aroni Commerical Limited

(c) Relative of Directors or concern where relative of directors has substantially interested

Atul Transport (India) Krasoma Corporation Gaurav Shyamsukha

(d) Key Managerial Personnel

Shri Ashwin Kumar Kothari Shri Harisingh Shyamsukha Shri V.P. Biyani Shri Rohit Kothari

10. Information with respect to discontinuation of Chemicals & Wind Power business with effect from 1st September, 2009 as per Accounting Standard-24 – ‘Discontinuing Operations' is as under:

A. Pursuant to the proposal of the Board, taken in a Board Meeting held on 8th June, 2009, the shareholders of the company have approved a resolution through postal ballot for the spinoff of the Company's Chemical Business & Wind power business including the factory at Nagda, Madhya Pradesh with all its Assets and Liabilities relating to the Division on ‘Slump Sale basis' and on ‘as is where is basis' as a ‘Going Concern' to Lanxess India Private Limited w.e.f 1st September 2009 together with the rights, title and interest in the immovable, moveable, intangible, and current assets, for a total gross slump sale value of Rs.53,600 Lacs, which would be received net of value of liabilities transferred. Moreover, these are also separate segments as per A.S.: 17 – Segment Reporting.

B. Holdbacks on the transfer of business and interest accrued thereon aggregating to 5791.64 as on 31st March, 2011(P.Y. Rs. 5,688.72 Lacs) lying in the Escrow Accounts will be accounted only on successful completion of certain conditions of the Business Transfer Agreement and therefore treated as Contingent Asset.

C. The company has made a provision of Rs 1,150 Lacs (P.Y. Rs 1,150 Lacs) towards estimated liability on account of post closing adjustments and other expenses as per the terms of Business Transfer Agreement.

D. The balance of Rs. 18.29 Lacs as on 31st March 2011 (P.Y. Rs. 261.13 Lacs) payable to Lanxess India Private Limited on account of payment received on their behalf from parties lying in Current Liabilities is subject to reconciliation.

E. The following statement shows the revenue and expenses attributable to Discontinuing Operations:

Notes:

1. Loan to GCIL Finance Ltd. carries Interest @ 7% up to September 2010 & from oct.2010 @ 7.5% per annum & for GeeCee Logistics & Distributions Pvt. Ltd. (Formerly GCV Trading Pvt. Ltd) interest up to September @ 6% and after sep.2010 @ 7.5% per annum and the terms & conditions regarding repayment of the loan are not defned.

2. The company has not advanced any money to its employees for the purpose of investment in the securities of the company.

---

Mar 31, 2010

1) The figures of the previous accounting period are re-grouped, re-classified wherever necessary and are not comparable with the figures of the current accounting year. The figures are rounded to nearest rupees in Lacs.



2) a) Contingent liabilities not provided for(AS - 29)

(Rs. In Lacs)

Particulars As on As on

31.03.2010 31.03.2009

Amount Amount

a) Bank Guarantees & LC 175.04 1866.34

b) Sales Tax Liabilities __ __

i) Disputed 30.01

ii) On account of C Forms(1996-99) 10.28 20.94

iii) Current year C Forms 278.18 364.67

iv) Appeal filed by MPUVN in High Court against 122.00 122.00 single bench H C Order.

c) Excise Duty Liabilities (Disputed) 13.14 7.11

d) Entry Tax (Disputed)(Deposited Rs. 8.83 Lacs) 2.46 2.46

e) Export Obligation on A/c of Import of Machinery 0.00 817.60

f )Unexecuted Contracts (Net of advance) 0.00 2447.38

g) Custom duty on import of Raw Material 0.00 0.00

h) Bond submitted to customs for import of Toluene 0.00 1132.57

i) Bond submitted to Central Excise deptt. 0.00 447.10

j) Service Tax 4.32 0.00

k) Income Tax (Deposited Rs. 15 Lacs) 222.6 0.00

3) In the opinion of the Board of Directors of the Company the sundry debtors, Loans and Advances, sundry creditors are subject to third party confirmation, have a value on realization / payment in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequately made and are not in excess of the amount reasonably necessary.

4) Sundry debtors include due from wholly owned subsidiary company Rs. 34.47 Lacs (Previous year Rs 201.99Lacs) and maximum debit balance during the period was Rs 205.33Lacs (previous year Rs.583.37 Lacs).

5) Deposit includes Rs NIL (Previous Year Rs. 282.14 Lacs) under Banks lien for guarantees & Margin Money.

6) The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

7) Sales

a) Sales figures are shown excluding Sales Tax and VAT of Rs. 283.25 Lacs (Previous year Rs.685.65 Lacs).

b) Sales include trading sale of Rs. 315.57 Lacs (PY 996.67 Lacs)

8) Early payment incentive of Rs. 20.19 Lacs (P.Y. 73.86 Lacs) from Reliance Industries Limited has been reduced from cost of Raw material.

9) Sales Tax Assessments have been completed up to the Accounting year ended as on 31.03.2004 except for the accounting year 1996-97, 1997-98 and 1998-99. The Company doesnt foresee any additional liability for pending Assessments.

10) Income Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007 and the Company doesnt foresee any additional Income Tax liability for pending Assessments.

11) Excise Duty on inventories of Rs.153.43 Lacs (Previous Year 82.04 Lacs) has not been provided in the accounts and included in the valuations. This accounting treatment has no impact on the profit of the Company.

12) Inter Unit Transfer of Gross Block of Plant & Machinery Rs. 495.79 Lacs ( WDV of Rs. 417.19 Lacs) shown at Lower the WDV or Market Value in Capital Stores and spares.

13) Small Scale Industries:

a) There were no dues outstanding of Small scale Industries as on March 31, 2010.

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date.

c) The above information given in paragraphs 17(a) and 17(b) above regarding Small Scale Industrial Undertakings and Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

14) Segmental Information

The Company has identified Chlorotoluene derivatives (chemicals) as its sole primary business segment taking into account the nature of products and services, risks and returns, the organization structure and the internal reporting system. Secondary Segments are not significant hence not reported.

15. Related Party Transactions

As required by Accounting Standard AS-18 “Related Parties Disclosure” issued by The Institute of Chartered Accountants of India, the following are treated as Related Parties with whom transactions have taken place during the year ended 31st March 2010

(a) Associate Companies

Elrose Mercantile Pvt Ltd.

Four Dimension Securities (I) Ltd.

Aroni Commercials Ltd.

Ananya Online IT Design Pvt Ltd.



b) Subsidiary

GCIL Finance Ltd.

Gwalior Chemicals bvba



(c) Relative of Directors or concern where relative of directors has

substantially interested Atul Transport (India) Krasoma Corporation Gaurav Shyamsukha

(d) Key Managerial Personnel

Shri Ashwin Kumar Kothari

Shri Harisingh Shyamsukha

Shri K.N. Luhariwala

Shri V.P. Biyani

Notes:

1. Loan to GCIL Finance Ltd. Carries interest @ 7% per annum and the terms & conditions regarding repayment of the loan are not defined.

2. The company has not advanced any money to its employees for the purpose of investment in the securities of the company.

22) Slump Sale of manufacturing facilities at NAGDA

A) Pursuant to the decision in the Board Meeting held on 8th June, 2009, the shareholders of the company have approved a resolution through postal ballot for the spinoff of the Companys Chemical Business & Wind power business including the factory at Nagda, Madhya Pradesh with all Assets and Liabilities relating to the Division on ‘Slump Sale basis and on as is where basis as a ‘Going Concern to Lanxess India Private Limited w.e.f 1st September 2009 together with the rights, title and interest in the immovable, moveable, intangible, and current assets, for a total gross slump sale value of Rs.53600 Lacs, which would be received net of value of liabilities transferred

Consequent to the above, the current years financial results include only the five months performance of the Chemicals & Wind Power Business and hence are not comparable with the previous years figures.

B) Holdbacks on the transfer of business and interest accrued thereon aggregating to Rs. 5689 Lacs as of 31st March, 2010 lying in the Escrow Accounts will be accounted only on successful completion of certain conditions of the Business Transfer Agreement and therefore treated as Contingent Asset.

C) The company has made a provision of Rs 1150 Lacs towards estimated liability on account of post closing adjustments as per the terms of Business Transfer Agreement.

D) The balances of Rs. 261.13 Lacs payable to Lanxess India Private Limited on account of payment received on their behalf from parties laying in Current Liabilities is subject to reconciliation.

23) Additional Information with respect to the Chemicals & Wind Power business with effect from 1st September, 2009 as per Accounting Standard-24 Discontinuing Operations

(i) Total Assets include an amount of 5688.72 Lacs receivable on account of discontinued business disclosed under Loans and Advances. The total liabilities include an amount of Rs. 5688.72 Lacs as provision for Holdback amount to be settled in connection with discontinued business.

(ii) The amounts of revenue and expenses in respect of the ordinary activities attributable to the discontinued operation during the current financial year are Rs.13137.76 Lacs and Rs.11997.88 Lacs respectively;

(iii) The amount of profit after tax from ordinary activities attributable to the discontinued operation during the current financial year is Rs.579.16 Lacs (Income-tax aggregating Rs.560.71 Lacs);

16) Buy Back of Shares

The Company has completed Buy - back of 40,50,000 Shares @ Rs. 120/- per share amounting to Rs. 48.60 Crores on 11th May, 2010, and hence the Paid - up Equity Share Capital after Buy - back of shares will be Rs. 20,62,65,430/- (2,06,26,543 Shares of Rs. 10/- each).

17) Information Pursuant to the Provisions of Part IV of Schedule of the Companies Act 1956.