Notes to Accounts of Girdharilal Sugar & Allied Industries Ltd.

Mar 31, 2015

A. Terms / Rights Attached to Shares Equity Shares

The Company has only one class of Equity shares having a par value of 10/-. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the Year Ended 31st March 2015 the amount per share dividend recognized as distributions to equity shareholders was Rs. Nil (For31 st March 2014 was Rs nil).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b There is no holding / ultimate holding company.

c There are no Shares reserved for issue under options / Contracts / Commitments.

d Terms and Conditions of Borrowings

1) Loans from Related parties includes a sum of Rs.24700000/- received in past towards promoters contribution ( in erstwhile transferor company Premier Industries(India) Ltd.) in terms of Revival package approved by AAIFR and is interest free.

2) Loan of Rs. 100000007-was received in past from other party towards ( in erstwhile transferor company Premier Industries (India) Ltd.) in terms of Revival Package approved by AAIFR and is also Interest free.

3) i) The Term Loan from Canara Bank is primarily secured by way of first charge on hypothecation of Assets purchased out of such loan as well as collaterally secured by way of second charge on all Fixed Assets of the company. Term Loan of 61980330/- has been shown under Long Term Borrowings and balance of Rs.10000000/- payable in 2015-16 has been shown under current Liabilities. Interest is payable @ 14% p.a.

ii) Funded Interest Term Loan (FITL) represent aggregate interest on Working Capital Term Loan (WCTL) as funded by Canara Bank in terms of BIFR package . FITL is payable during the period commencing from April '2016 till Nov'2017. The FITL is Interest Free.

iii) The car Loan is secured infavour of HDFC Bank Ltd. by way of first charge as lien on car purchased out of such loan. The loan is also guaranteed by director.

iv) Deferred Payment Liabilities represent net aggregate amount of Commercial Taxes (Sales tax, Vat, Entry tax etc.) liabilities deferred by the company, being a Sick Industrial unit, in terms of Rehabilitation Package approved by B.I.F.R., and as per Policy Package of the State Govt.

v) The commercial Tax Dept. of State Govt, has created a Lien on the Fixed Assets of the Company situated at Dewas (M.P.).to secure amount of Deferred commercial Tax payable by the Company.

vi)The Rehabilitation package approved vide BIFR order dated 15.01.2014 clause 16.03.a , has allowed repayment of Rs 147411211/- in three years commencing from F.Y 2014-15 . Accordingly Deferred Commercial Tax of Rs.58367000 payable in F.Y. 2016-17 has been shown as Long Term Liability and balance Rs. 89044211/- payable till 2015-16 has been shown as Current Liability.

d Terms and Conditions of Borrowings

i) Working Capital Loan from Bank is secured against hypothication of Current Assets. Further the Loan is guranteed by Mr. Rajesh Agrawal, Chairman & Managing Director of the company. The Interest on the loan is payable @ 14% p.a.

ii) Short Term Loan from one of the related parties (Vertex Investments Pvt. Ltd.) is interest free. The Loan is repayable on demand.

iii) Other Loans and Advances represents Inter Corporate loans taken from other parties and the same is payable on demand and bearing interest i.e. From 13 % to 18%. p.a.

a. Debentures were secured by mortgage of Land situated in Gujarat and immovable Property at Dewas (MP) and floating charges on all the assets of the company save and except immovable property ( by the erstwhile company Premier Industries (India) Ltd., the transferor company)

b. The transferor Company had earlier converted 13.5% Secured

Convertible Debenture into Equity Shares based on the consent from the Debenture Holders as per provision of Companies Act and various approvals received from the appropriate authorities at that time. The transferor Company had already reminded the remaining Debenture Holders to surrender original Debenture Certificate and to get the refund of their money from the transferor Company. As on 31/03/2015 Debenture to the extent of Rs.84.77 lacs (net of call in arrears) are due for redemption and interest accrued Rs.14.25 lacs , As per BIFR order this liability has been deferred.

c. BIFR vide order dated 15.01.2014, under clause 16.1.2 (Debenture Holders ) has given direction " to exempt the company from the provisions of section 205 C of the companies Act, 1956 for not depositing the Unclaimed Debentures Amount of Rs. 99.03 Lacs with Investor Education & Protection Fund " BIFR order has further deferred repayment of debenture holders liability for 3 years commencing from F.Y.2014-15 till F.Y.2016-17.

1. Merger under BIFR order

a During the previous year i.e. financial year 2013-14 .pursuant to the order passed by BIFR vide its order dated 15.01.2014the scheme of merger of Premier Industries(lndia) Ltd. (Transferor company) with our company Girdharilal Sugar and Allied Industries Ltd. (Transferee company) was approved with effect from 01.04.2013 upon which the entire undertaking business including all assets and liabilities of Premier industries (India) Ltd. stood transferred and vested in the transferee company as on said date at its fair value.

b The transfer formalities in respect of change of name of the transferor company in a few bank accounts, Govt. Departments etc. are still in process.

c The title deeds for lease hold land , building , licenses , agreements are still in the name of transferor company and the process to transfer the same in transferee company are still in process

d BIFR vide its order dated 15/01/2014, while approving merger of a sick industrial company (Premier Industries (India) Ltd.- transferor company) with our company (Girdharilal Sugar & Allied Industries Ltd transferee company), had also sanctioned a Rehabilitation Package which is also valid till 31/03/2019. Hence the company is of the opinion that it is a sick industrial undertaking registered with BIFR. The accounts has been prepared on a going concern basis.

2. Interest liability if any on various unpaid /undisputed statutory dues have not been separately quantified and adjusted during the year.

3. Provision for Income Tax (MAT) has not been made for the year amounting to Rs.10109852/-for the FY. 2014-15. The company is of the view that there will be no Income Tax Liability on the following grounds:

a) Board for Industrial and Financial Reconstruction (BIFR), vide its order dated 15/01/2014, had ordered for merger of Premier Industries (Transferor Company) with Girdharilal Sugar And Allied Industries Ltd. (Transferee Company) with all its Assets and Liabilities.

b) That the BIFR had provided in its order several reliefs and concessions to the merged company (GSAIL). According to clause - 16.7 of Reliefs & Concessions, BIFR has directed CBDT to consider "to exempt / grant relief to the company from the provisions of Section 41(1), 45,72(3), 43B, 79, 80 read with 139, 115JB And provisions of Chapter-XVII of the lncome Tax Act.

c) That the company in the meanwhile decided to approach the concerned Income Tax authorities for granting aforesaid relief under various Sections / Chapter of Income TaxAct.

d) That as per order the Rehabilitation Package sanctioned by BIF Risvalid up to 31/03/2019.

4. LEASES

In respect of Accounting Standard AS-19 "Lease" issued by the Institute of Chartered Accountants of India which is mandatory w.e.f. 01/04/01 and is applicable to all leased assets for which lease commence on or after 01/04/01, the company has not so far taken any assets on finance lease during the year. In respect of operating lease for premises (Office, factory, Godown etc.), the leasing arrangements which are not non-cancellable range between 11 months and 5 years generally or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rental payable are charged as rent under the head "office and administrative expenses".

5. EMPLOYEE BENEFIT

a The company has provided its Defined Benefit Plans liability towards Gratuity based on the simple calculation provided under the Gratuity Act. The Company has determined liability as required as per revised AS-15, which was mandatory w.e.f. 01/04/2007. However, Additional Liabilities if any will be provided later on. The quantum of Addition liability if any at present uncertain able

b As the Company has not separately invested any of his liability of Gratuity in any specific Govt. Bonds/Securities, hence the change in Assets if any have also been not provided/adjusted

c Disclosures as required by revised AS-15 have also not been given in view of notes (a) & (b) above.

6. In the opinion of the Board, the current assets on Realization in the ordinary course of business have a value at least equal to the amount at which these are stated and the provisions for known liabilities are adequate

7. Sundry Debtors, Creditors and Advance account balances are subject to confirmation.

8. PREVIOUS YEAR FIGURES

Previous Year Figures have been regrouped wherever necessary.

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Mar 31, 2014

Corporate Information

The Company was incorporated on 27/10/1989. The Registered office of the company is situated at 45/47-A Industrial Area No.1, A.B. Road, Dewas and its corporate office is situated at 107,Chetak Centre, R.N.T.Marg, Indore (M.P.).The company had earlier put up a greenfield 2500 TCD Sugar mill in Madhya Pradesh at Nimar area , which is nearing Maharashtra Border. However, the said mill was subsequently disposed of due to economic reason. The Company had issued shares to the Public for financing its Sugar Mill. The shares are listed at BSE and are admitted at CDSL. The Registrar and Share Transfer Agent is Purva Sharegistry (India) Pvt. Ltd.,9 shivshakti Industrial Estate,off N.M.Joshi Marg,Lower Parel (E),Mumbai.

Board for Industrial and Financial Reconstruction (BIFR) vide its order dated 15/01/2014 , has approved merger of Premier Industries (India) Ltd. ( The Transferor Company) with our company i.e. Girdharilal Sugar and Allied Industries Ltd. (The Transferee Company) with retrospective effect from 01.04.2013. The said merger has also been approved by the shareholders of transferor company as well as transferee company in their respective Annual General meeting held on 31.10.2013. Post merger the,manufacturing facility of the merged entity now includes - i) A modern Dairy Plant, ii) A250 TPD Soya Solvent Plant, iii) A 50 TPD Edible oil Refinery, iv) A small Lecithin Plant. All the manufacturing facility are situated at 45/47-A Industrial Area No.1, A.B. Road , Dewas (M.P.).

Basis of Preparation

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

1. Terms / Rights Attached to Shares Equity Shares The Company has only one class of Equity shares having at par value of 10/-. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the Year Ended 31st March 2014 the amount per share dividend recognized as distributions to equity shareholders was Rs. nil( For 31st March 2013 was Rs nil) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. There are no shares reserved for issue under options / Contracts / Commitments

3. Details of shares Issued other than by Cash / Issued by way of Bonus / Brought Back in immediately preceding Five Years.

4. There are no Securities converted into Shares.

The Board of Directors have decided to show separately fair value of fixed assets after reducing therefrom, written down value of those assets as appearing in the books of the transfer company, under the head "Fixed Assets Fair Value Reserve Account" and charge depreciation on the said amount directly to this Reserve Account.

5. Terms and Conditions of Borrowings

1) Loans from Related parties includes:-

a sum of Rs.24700000/- received in past towards promoters contribution (in erstwhile transferor company Premier Industries (India) Ltd.) in terms of Revival package approved by AAIFR and is interest free.

2) Loan of Rs.10000000/-was received in past from other party towards (in erstwhile transferor company Premier Industries (India) Ltd.) Revival Package approved by AAIFR and is Interest free.

3) i) Deferred Payment Liabilities represent net aggregate amount of Commercial Taxes (Sales tax,Vat,Entry tax etc.) liabilities Deferred by the company,being a Sick Industrial unit,in terms of Rehabilitation Package approved by B.I.F.R., and as per Policy Package of the Stat Govt.

ii) The commercial Tax Dept, of State Govt, has created a Lien on the Fixed Assets of the company situated at Dewas (M.P.),to secure amount of Deferred commercial Tax payable by the company.

iii) The Rehabilitation package approved vide BIFR order dated 15.01.2014 clause 16.03.a , has allowed repayment of Rs 147411211/- in three years commencing from F.Y 2014-15 . Accordingly Deferred Commercial Tax of Rs.114541211 payable in F.Y. 2015-16 & 2016-17 has been shown as Long Term Liability and balance Rs. 32870000/- payable in 2014-15 has been shown as Current Liability.

6. Terms and Conditions of Borrowings

I) Working Capital Loan from Bank is secured against hypothication of Current Assets. Further the Loan is guranteed by Mr. Rajesh Agrawal, Chairman & Managing Director of the company. The Interest on the loan is payable @ PLR Rate of the Bank @ 13% p.a.

ii) Funded Interest Term Loan (FITL) represent aggregate interest on Working Capital Term Loan (WCTL) as funded by Canara Bank in terms of BIFR package . FITL is payable during the period commencing from October ''2015 till Nov''2017. The FITL is Interest Free.

iii) Short Term Loan from one of the related parties (Vertex Investments Pvt. Ltd.) is interest free. The Loan is repayable on demand.

iv) Other Loans and Advances represents Inter Corporate loans taken from other parties and the same is payable on demand and bearing interest i.e. From 13 % to 18%.

7. a. Debentures are secured by mortgage of Land situated in Gujrat and immovable Property at Dewas (MP) and floating charges on all the assets of the company save and except immovable prorerty. (in erstwhile transferor company Premier Industries (India) Ltd.)

b. The transferor Company had earlier converted 13.5% Secured Convertible Debenture into Equity Shares based on the consent from the Debenture Holders as per provision of Companies Act 1956 and various approvals received from the appropriate authorities at that time. The transferor Company had already reminded the remaining Debenture Holders to surrender original Debenture Certificate and to get the refund of their money from the transferor Company. As on 31/03/2014 Debenture to the extent of Rs.84.77 lacs (net of call in arrears) are due for redemption and interest accrued Rs. 14.25 lacs , As per BIFR order this liability has been deferred and Rs. 10.00 lacs will be payable in year 14-15 and balance payable in subsequent years.

c. BIFR vide order dated 15/01/2014, under clause 16.1.2 (Debenture holders) has given direction "to exempt the company from the provisions of section 205C of the Companies Act, 1956 for not depositing the unclaimed Debentures Amount of Rs. 99.03 lacs with Investor Education & Protection Fund" BIFR order has further deferred repayment of debentures holders liability for 3 years commencing from F.Y. 2014-15 till F.Y. 2016-17.

8. Terms and conditions of Loan Given

I) The loans are receivable only after 12 months in terms of mutual understanding between the parties.

II) Interest for the financial year 2012-13 & 2013-14 on above amount given to related parties have been waived as per Board Resolution dated 31.01.2014.

b The Company values its Raw Material at cost on FIFO basis. Finished goods are valued at cost or net realisable value whichever is lower and other items at cost.

9. Merger under BIFR order

a During the current financial year pursuant to the order passed by BIFR vide its order dated 15.01.2014 the scheme of merger of Premier Industries(lndia) Ltd. (Transferor company) with our company Girdharilal Sugar and Allied Industries ltd. ( Transferee company) has been approved with effect from 01.04.2013 upon which the entire undertaking business including all assets and liabilities of Premier industries (India) Ltd. Will stand transferred and vested in the transferee company as on said date at its fair value.

b The scheme of merger has been accounted under the purchase method as envisaged under the scheme & AS - 14 on "Accounting for Amalgamation " notified under The companies (AS) Rules , 2006.

c As per scheme sanctioned by BIFR on the record date the transferee co. will issue one equity share of Rs.10 each as fully paid up of transferee co. at par without consideration received in cash for every 10 equity shares of Rs. 10 each fully paid up held by such member in transferor company as per share exchange ratios sanctioned.

d As per sanctioned scheme, transferee co. has to issue as per exchange ratio 579000 equity share of Rs. 10 /- each to the shareholders of transferor Company,however no such share have been alloted or issued up to 31.03.2014. hence the equivalent amount of Rs. 5790000 has been kept under "share capital suspense account" by transferring from Amalgamation Reserve Account as per the order of BIFR.

f The scheme of merger has been approved by the shareholder of our company in its Annual General Meeting held on 31.10.2013.

g 8,80,000 fully paid equity shares of Rs. 10/- each of the transferee company held by transferor Company as on 31.03.2013 have been cancelled and accordingly adjustments have been made in our Companies share capital account.

h The transfer formalities in respect of change of name of the transferor company in various bank account , Govt. Departments etc. are in process.

The new shares of the transferee company will be issued to the shareholders of transferor company within a period of one year from the date of BIFR order for which formalities are going on.

j During the year between 01.04.2013 to 15.01.2014 the business of the transferor company was carried on trust and all the vouchers , documents etc. for the period are in the name of Premier Industries (India ) Ltd./ Premier Nutritions (Prop.:-Premier Industries (India) Ltd.).

k The title deeds for lease hold land , building , licenses , agreements are still in the name of transferor company and the process to transfer the same in transferee company is in process.

I The status of the company will continue as sick industrial undertaking up to 31.03.2019 and registered with BIFR.

The accounts has been prepared on going concern basis.

10. Interest liability, if any, on various unpaid /undisputed statutory dues have not been separately quantified and adjusted during the year.

11. SEGMENT REPORTING

a Identification of Segments The company has identified Business segment as primary segment. The reportable business segments are Soya Division and Dairy Division. The type of products are Refines/Solvent oil, De-oiled cakes etc. in Solvent Division and Ghee,Skimmed Milk Powder,Milk etc. in Dairy Division.

12. LEASES

In respect of Accounting Standard AS-19 "Lease" issued by the Institute of Chartered Accountants of India which is mandatory w.e.f. 01/04/01 and is applicable to all leased assets for which lease commence on or after 01/04/01, the company has not so far taken any assets on finance lease during the year. In respect of operating lease for premises (Office, factory, Godown etc.), the leasing arrangements which are not non-cancellabie range between 11 months and 5 years generally or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rental payable are charged as rent under the head "office and administrative expenses".

13. EMPLOYEE BENEFIT

a The company has provided its Defined Benefit Plans liability towards Gratuity based on the simple calculation provided under the Gratuity Act. The Company has determined liability as required as per revised AS-15, which was mandatory w.e.f. 01/04/2007. However, Additional Liabilities if any will be provided later on. The quantum of Addition liability if any at present uncertainable.

b As the Company has not separately invested any of his liability of Gratuity in any specific Govt. Bonds/Securities, hence the change in Assets if any have also been not provided/adjusted.

c Disclosures as required by revised AS-15 have also not been given in view of notes (a) & (b) above.

14. CONTINGENT LIABILITY / COMMITMENTS

Particulars 31.03.2014 31.03.2013

Contingent Liabilites

Claims Not Acknowledged Debt 0 0

Guaranty Given by Company 1015890 0

Sales Tax Demand in Appeal/Revision 34905627 1704452

Excise Duty in Appeal 818153 0

Income Tax Demand under appeal (A.Y.2009-10) 19517760 20517760

Commitments 0 0

15. In the opinion of the Board, the current assets on Realisation in the ordinary course of business have a value at least equal to the amount at which these are stated and the provisions for known liabilities are adequate.

16. Sundry Debtors, Creditors and Advance account balances are subject to confirmation.

17. PREVIOUS YEAR FIGURES

i Previous Year Figures have been regrouped wherever necessary.

ii Previous years figure represents standalone figure of Girdharilal Sugar and Allied Industries Ltd.

iii Previous years figure are not comparable as the current financial year figures includes the effect the merger scheme also.

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Mar 31, 2013

Corporate Information

The Company was incorporated on 27/10/1989. The Registered office of the copmany is situated at 45/47-A Industrial Area No.1,A.B.ROAD,Dewas and its corporate office is situated at 107,Chetak Centre, R.N.T.Marg.lndore (MP).The company had earliar put up a greenfield 2500 TCD Sugar mill in Madhya Pradesh at Nimar area , which is nearing Maharastra Border. However, the said mill was susequently disposed of due to economic reason. The Company had issued shares to the Public for financing its Sugar Mill. The shares are listed at BSE and are admitted at CDSL. The Registrar and Share Transfer Agent is Purva Sharegistry (India)Pvt. Ltd.,9 shivshakti Industrial Estate.off N.M.Joshi Marg,Lower Parel(E),Mumbai. The company is exploring any suitable business opportunity post sale of sugar mill.

Basis of Preparation

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

1 In the opinion of the Managing Director, the current assets, loans and advances have a realisable value in the ordinary course of business at least equal to the amount stated in the Balance Sheet and provision for all known liabilityhave been made and not in excess of the amount reasonably necessary.

2 Balances of Sundry Debtors/Creditors/Advances are subject to confirmations.

3 PREVIOUS YEAR FIGURES

Previous Year Figures have been regrouped wherever necessary.

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Mar 31, 2012

Corporate Information

The Company was incorporated on 27/10/1989. The Registered office of the Copmany is situated at 45/47-A Industrial Area No.l'A.B.ROAD'Dewas and its Corporate office is situated at 107'Chetak Centre' R.N.T.Marg'Indore (M.P.).The Company had earliar put up a greenfield 2500 TCD Sugar mill in Madhya Pradesh at Nimar area ' which is nearing Maharasthra Border. However' the said mill was susequently disposed of due to economic reason. The Company had issued shares to the Public for financing its Sugar Mill. The shares are listed at BSE and are admitted at CDSL.The Registrar and Share Transfer Agent is Purva Sharegistry (India)Pvt. Ltd.'9 shivshakti Industrial Estate'off N.M.Joshi Marg'Lower Parel(E)'Mumbai. The Company is exploring any suitable business opportunity post sale of sugar mill.

Basis of Preparation

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed by the Companies (Accounting Standards) Rules' 2006' the provisions of the Companies Act' 1956 and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

a Terms / Rights Attached to Shares i Equity Shares

The Company has only one class of Equity shares having a par value of 10/-. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees.

During the Year Ended 31st March 2012 the amount per share dividend recognized as dis- tributions to equity shareholders was Rs. nil ( For 31st March 2011 was Rs nil) in the event of liquidation of the Company' the holders of eq- uity shares will be entitled to receive any of the remaining assets of the Company' after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders' d There is no holding / ultimate holding Company.

b Terms and conditions of borrowings

i) The Interest on Long Term Loan given to Premier Proteins Ltd.(Related Party) and Other Party is pay- able @ 12%p.a. The Loan is repayble only after 12 months' in terms of mutual understanding between the parties.

ii) In respect of Loan to Premier Industries (I) Ltd.'the Company has made an application to the state govt.in April'2011 'for making stategic investments in the said Company under the provisions of new Industrial Policy of the Stat Govt' with an intentions to pursue Soya and Dairy business for which the promoters has vast experience. The Company is awaiting ap- proval of the state govt. Hence interest has not been provided on said loan. _

1 EMPLOYEE BENEFIT

i) The Company has provided its Defined benefit plans liability towards gratuity based on the simple calculation provided under the Gratuity Act.The Company has not determined the liability as per re- vised AS-15 which was mandatory w.e.f.01.04.2007. However' additional liabilities'if any' will be provided later on.The quantum of additional liability at present is unascertainable.

ii) As the Company has not seperately invested any of its liability of gratuity in any specific govt' bonds/ securities' hence the changes in assets' if any' have also not been provided / adjusted.

iii) Disclosures as required by Revised AS - 15 have also not been given in view of notes (I) and (ii) above.

iv) Provision has not been made for leave encashment benefits accrued to the employees. The same is accounted for on cash basis.

2 In the opinion of the Managing Director' the current assets' loans and advances have a realisable value in the ordinary course of business at least equal to the amount stated in the Balance Sheet and provision for all known liabilityhave been made and not in excess of the amount reasonably necessary.

3 Balances of Sundry Debtors / Creditors / Advances are subject to confirmations.

4 PREVIOUS YEAR FIGURES

Till the Year End 31 -03-2011 the Company was using old Schedule VI of the Companies Act 1956' for the preparation and presentation of its Financial Statements. During the year ended 31-03-2012' the Revised Schedule VI notified under the Companies Act 1956' has became applicable to the Company. The Company has reclassified and regrouped the Previous Year Figures to confirm the current classification.

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Mar 31, 2010

1. The Accounts for the current year are for 12 Months i.e. from 01.04.2009 to 31.03.2010, whereas the accounts for the previous year are only for 9 months i.e. from 01.07.2008 to 31.03.2009 and to that extent figures for the previous year are not comparable.

2. In the opinion of the Managing Director, the current assets, loans and advances have a realisable value in the ordinary- course of business, at least equal to the amount stated in the balance sheet and provision for all known liability have been made and not in excess of the amount reasonably necessary.

3. a) CONTINGENT LIABILITIES :-

Sr. No. PARTICULARS 31/03/2010 31/03/2009

(Rs.) (Rs.)

a) Sales Tax demand (UnderAppeal) Rs. 8.67 Lacs Rs. 8.67 Lacs

b) Estimated amount of Capital contract Nil Nil

4. Balance of Sundry Debtors / Creditors / Advances / Customers Credit Balance are subject to confirmation.

5. Sundry Creditors includes Rs.Nil lacs due to Micro, small and medium Enterprises, to whom the companies owes dues, which are outstanding for more than 45 days as at the Balance Sheet Date.

Further, the Company has neither paid nor payable any interest to any Micro, small and medium Enterprises on the Balance Sheet date.

The above information has 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.

6. i) The Company has provided its Defined Benefit plans liability towards Gratuity based on the Simple Calculation provided under the Gratuity Act. The Company has not determined the liability as required as per revised AS-15, which was mandatory w.e.f. 01.04.2007. However, additional liabilities if any will be provided later on. The quantum of Additional liability is at present unascertainable .

ii) As the Company has not separately invested any of its liability of Gratuity in any specific Govt. Bonds/Securities, hence the changes in Assets if any have also been not provided/adjusted.

iii) Disclosures as required by Revised AS-15 have also been not given in view of notes (i) & (ii) above.

iv) Provision has not been made for leave encashment benefits accrued to the employees. The same is accounted for on cash basis.

7. A sum of Rs.3392092 has been mutually settled during the year towards old cane price disputes relating to the year 1995- 96 and 1996-97

8. During the year the company has incurred a sum of Rs. 2014249 towards a new Solar Power Project in the state of Rajasthan. The said Project is under implementation and as such all the expenses have been shown as Miscellaneous Expenditure in the Balance Sheet.

9. RELATED PARTY DISCLOSURE UNDER AS-18

A) Name of related party and nature of related party relationship :-

Premier Proteins Ltd., and Premier Industries (I) Ltd., are Companies in which the Chairman of the Company is interested as a Managing Director/Chairman of the Company.

B) Key Managerial Persons :- Mr. Rajesh Agrawal (Chairman of the Company)

:- Dr. G.P. Tulsyan ( Director)