Notes to Accounts of Lotus Chocolate Company Ltd.

Mar 31, 2016

Rights, Preferences and restrictions attached to the Shares:

1. Equity Shares:

Equity shares rank pari passu as regards to dividend and voting rights. Each share has one vote.

2. Preference Shares

Preference shares have right to preferential dividend of 10% per annum on cumulative basis and also for redemption of principal over the equity shares. Preference share holders have right to vote only on the matters concerning the preference shares.

3. Loans from bank is primarily secured by first charge on inventory, trade receivables and other current assets.

4. The Bank Loan is also collaterally secured by way of first charge on Fixed Assets of the Company including EM of Factory Land and Buildings situated at S No 31 & 39 in Nasthipur Village, Hathnura Mandal, Medak District

The company have not received any intimation from suppliers regarding their status under the Micro, Small & Medium Enterprises Act, 2006 and hence disclosures if any, relating to amounts unpaid as at the year end to whether with interest paid/payable as required under the said Act has not been given.

5. Raw material, Packing material and Stores and Spares are valued at cost on weighted average.

6. Work in process is taken at cost at various stages of production.

7. Finished goods are valued at lower of the cost or Net Realizable Value.

8. RELATED PARTY DISCLOSURES:

Related parties with whom company entered into transactions during the year:

9. List of Related Parties:

10. Key Management Personnel and Enterprises:

11. P. Prakash Pai, Director

12. P. Ananth Pai, Director

13. P. Abhijeet Pai, Director

14. P. Ashwini Pai, Director

(v) G. S. Ram, Whole Time Director

15. Enterprises / Entities having Common Key Management Personnel

16. Puzzolana Machinery Fabricators (HYD) LLP

17. Soubhagya Confectionery Private Limited

18. CONTIGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

19. Claims against the Company not acknowledged as debts:

20. From Commissioner of Customs, Chennai in respect of Advance licenses not fulfilled within the stipulated time though extension and clubbing of such licenses have been allowed by the Licensing authority Rs. 18,000,000 (Previous year Rs. 18,000,000). The company has received order in favour of the company from Commissioner of Customs, Chennai Vide order No. 10404/2009 dt 23-12-2009. However the department has preferred an appeal before the appellate tribunal against the order issued by Commissioner Customs, (Seaport-Export).

21. From Directorate of Revenue Intelligence, Chennai in respect of alleged non fulfillment of export obligation for Rs. 31,900,000 (Previous year Rs. 31,900,000)

22. Accrued and unpaid preference dividend Rs. 123,092,800 (previous year Rs. 115,696,200)

23. Balances of Trade receivables, payables and loans & advances are subject to confirmation and reconciliation.

24. Figures have been rounded off to the nearest rupee.

25. Previous year’s figures have been regrouped / reclassified where ever necessary to conform to the current year''s classification.

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Mar 31, 2015

The Company has with effect from 1st April 2014, adopted estimated useful life of fixed assets as stipulated by Schedule II to the Companies Act 2013, applicable for accounting periods commencing 01st April 2014 or re-assessed useful life based on technical evaluation. Accordingly, depreciation of Rs. 1167080 on account of assets whose useful life is already exhausted as on 01st April 2014 has been adjusted against Surplus In Profit and Loss Account. The consequential impact (after considering the transition provision specified in Part C of Schedule II of Companies Act, 2013) on the depreciation charged and on the results for year to date is not material.

The company have not received any intimation from suppliers regarding their status under the Micro, Small & Medium Enterprises Act 2006 and hence disclosures if any, relating to amounts unpaid as at the year end to whether with interest paid/payable as required under the said Act has not been given.

1. Loans from bank is primarily secured by frst charge on inventory, trade receivables and other current assets.

2. The Bank Loan is also collaterally secured by way of first charge on Fixed Assets of the Company including EM of Factory Land and Buildings situated at S No 31 & 39 in Nasthipur Village, Hathnura Mandal, Medak District

3. Raw material, Packing material and Stores and Spares are valued at cost on weighted average cost.

4. Work in process is taken at cost and finished goods are valued at lower of the cost or Net Realizable Value.

5. RELATED PARTY DISCLOSURES:

Related parties with whom company entered into transactions during the year:

(i) List of Related parties:

(a) Key Management Personnel and Enterprises:

(i) P. Prakash Pai, Director

(ii) P. Ananth Pai, Director

(iii) P. Abhijeet Pai, Director

(iv) P. Ashwini Pai, Director

(v) G. S. Ram, CEO, Whole Time Director

(vi) Dilip Mangesh Kalelkar, Whole Time Director (Technical)

(b) Enterprises / Entities having Common Key Management Personnel

i. Puzzolona Machinery Fabricators (Hyd ) LLP ii. Soubhagya Confectionery Private Limited

6. CONTIGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

1. Claims against the Company not acknowledged as debts:

a) From Commissioner of Customs, Chennai is respect of Advance licenses not fulfilled within the stipulated time though extension and clubbing of such licenses have been allowed by the Licensing authority Rs. 18,000,000 (Previous year Rs. 18,000,000). The company has received order in favor of the company from Commissioner of Customs, Chennai Vide order No. 10404/2009 dt 23-12-2009. However the department has preferred an appeal before the appellate tribunal against the order issued by Commissioner Customs, (Seaport-Export).

b) From Directorate of Revenue Intelligence, Chennai respect of alleged non fulfillment of export obligation for Rs. 31,900,000 (Previous year Rs. 31,900,000)

2. Accrued and unpaid preference dividend Rs.115,696,200 (previous year Rs. 108,299,600)

7. Balances of Trade receivables, payables and loans & advances are subject to confirmation and reconciliation.

8. Figures have been rounded off to the nearest rupee.

9. Previous years figures have been regrouped / reclassified where ever necessary to conform to the current year's classification.

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Mar 31, 2014

1.1. Loans from bank is primarily secured by first charge on inventory, trade receivables and other current assets

1.2. The Bank Loan is also collaterally secured by way of first charge on Fixed Assets of the Company including EM of Factory Land and Buildings situated at S No 31 & 39 in Nasthipur Village, Hathnura Mandal, Medak District.

2.1 Raw material, Packing material and Stores and Spares are valued at weighted averag cost.

2.2 Work in process and finished goods are valued at lower of the cost or Net Realisable Value

3. RELATED PARTY DISCLOSURES:

Related parties with whom company entered into transactions during the year:

(i) List of Related parties:

(a) Key Management Personnel and Enterprises:

(i) P. Prakash Pai, Director

(ii) P. Ananth Pai, Director

(iii) P. Abhijeet Pai, Director

(iv) P. Ashwini Pai, Director

(v) G. S. Ram, CEO, Whole Time Director

(vi) Dilip Mangesh Kalelkar, Whole Time Director (Technical)

(b) Enterprises / Entities having Common Key Management Personnel

i. Puzzolona Machinery Fabricators

ii. Soubhagya Confectionery Private Limited

iii. Lotus Choco Uganda Limited

The company has identified all related parties and details of transactions are given below. There are no other related parties

Note : We have not paid any managerial remuneration to Ms. Ashiwini Pai

4. CONTIGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

1. Claims against the Company not acknowledged as debts:

a) From Commissioner of Customs, Chennai is respect of Advance licenses not fulfilled within the stipulated time though extension and clubbing of such licences have been allowed by the Licensing authority Rs.18,000,000 (Previous year Rs.18,000,000). The company has received order in favour of the company from Commissioner of Customs, Chennai Vide order No. 10404/2009 dt 23-12-2009. However the department has preferred an appeal before the appellate tribunal against the order issued by Commissioner Customs, (Seaport-Export).

b) From Directorate of Revenue Intelligence, Chennai in respect of alleged non fulfillment of export obligation for Rs 31,900,000 (Previous year Rs 31,900,000)

2. Accrued and unpaid preference dividend Rs 108,299,600 (previous year 100,903,000)

5. Balances of Trade receivables,payables and loans & advances are subject to confirmation and reconciliation.

6. Figures have been rounded off to the nearest rupee.

7. Previous years figures have been regrouped / reclassified where ever necessary to conform to the current year''s classification.

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Mar 31, 2013

1 RELATED PARTY DISCLOSURES:

Related parties with whom company entered into transactions during the year: (i) List of Related parties:

(a) Key Management Personnel and Enterprises:

(i) P. Prakash Pai, Director

(ii) P. Anantha Pai, Director

(iii) Abhijeet Pai, Director

(iv) Ashwini Pai, Director

(v) G. S. Ram, CEO, Whole Time Director

(vi) Dilip Mangesh Kalelkar, Whole Time Director (Technical)

(b) Enterprises / Entities having Common Key Management Personnel

i. Puzzolona Machinery Fabricators ii. Lotus Choco Uganda Limited

2. CONTIGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

1. Claims against the Company not acknowledged as debts:

a) From Commissioner of Customs, Chennai is respect of Advance licenses not fulfilled within the stipulated time though extension and clubbing of such licences have been allowed by the Licensing authority Rs.. 18,000,000 (Previous year Rs.. 18,000,000). The company has received order in favour of the company from Commissioner of Customs, Chennai Vide order No. 10404/2009 dt 23.12.2009.

However the department has preferred an appeal before the appellate tribunal against the order issued by Commissioner Customs, (Seaport-Export).

b) From Directorate of Revenue Intelligence, Chennai respect of alleged non fulfillment of export obligation for Rs.. 31,900,000 (Previous year Rs.. 31,900,000)

2. Accrued and unpaid preference dividend Rs.. 108,299,600 (previous year Rs.. 100,903,000)

3. Balances of Trade receivables, payables and loans & advances are subject to confirmation and reconciliation.

4. Figures have been rounded off to the nearest rupee.

5. Previous years figures have been regrouped / reclassified where ever necessary to conform to the current year''s classification.

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Mar 31, 2012

(A Rights, Preferences and restrictions attached to the Shares:

(i) Equity Shares:

Equity shares rank pari passu as regards to dividend and voting rights. Each share has one vote.

(ii)Preference Shares

Preference shares have right to preferential dividend of 10% per annum on cumulative basis and also for redemption of as to principal over the equity shares. Preference share holders have right ot vote only on the mattes concerning the preference shares.

Provision is made for Gratuity on the assumption that all the eligible employees retire at the year end. Provision for Leave Encashment is made for the leave accrued as at March 31, 2012 calculated at the year end salary of the respective employees.

The company have not received any intimation from suppliers regarding their status under the Micro, Small & Medium Enterprises Act 2006 and hence disclosures if any, relating to amounts unpaid as at the year end to whether with interest paid/payable as required under the said Act has not been given.

1. Segment Reporting:

The Company's operations predominantly relates to manufacture of chocolates, hence no reportable primary segment information is made. The secondary segment reporting of the company's revenues are as follows:

2. Related party disclosures:

Related parties with whom company entered into transactions during the year:

(i) List of Related parties :

(a) Key Management Personnel and Enterprises :

(i) P.Prakash Pai, Director

(ii) P.Ananth Pai , Director

(iii) P. Abhijeet Pai, Director

(iv) P. Ashwini Pai, Director

(v) G.S.Ram, CEO, Whole Time Director

(vi) Dilip Mangesh Kalelkar, Whole Time Director ( Technical)

(b) Enterprises / Entities having Common Key Management Personnel

i. Puzzolona Machinery Fabricators

ii. Lotus Lanka ( P) Limited

iii. Lotus Choco Uganda Limited

The Company has identified all related parties and details of transactions are given below There are no other related parties where control exists that need to be disclosed.

3. Contingent Liabilities not Provided for in respect of:

1. Claims against the Company not acknowledged as debts:

a) From Commissioner of Customs, Chennai in respect of Advance licences not fulfilled within the stipulated time though extension and clubbing of such licences have been allowed by the Licensing authority RS 18,000,000 (Previous year Rs 18,000,000).During the year the company has received order in favour of the company from Commissioner of Customs, Chennai Vide order No.10404/2009 dt 23-12-2009.However the department has preferred an appeal before the appellate tribunal against the order issued by Commissioner Customs,(Seaport-Export)

b) From Directorate of Revenue Intelligence, Chennai in respect of alleged non fulfillment of export obligation for Rs 31,900,000 (Previous year RS 31,900,000 )

4. Counter Guarantees given to the Bankers in respect of guarantees furnished by them Rs 543,000 (previous year Rs 543,000)

5. Accrued and unpaid preference dividend Rs 100,903,000 (previous year Rs 93,506,000)

6. Balances of Trade receivables, payables and loans & advances are subject to confirmation and reconciliation.

7. Figures have been rounded off to the nearest rupee.

8. The company was using pre revised Schedule VI to the Companies Act, 1956 for the preparation and presentation of its financial statements up to the year ended 31st March 2011. During the year ended 31st March 2012 the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the company. The company has reclassified previous year figures to conform to this year's classification.

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Mar 31, 2010

A) The foreign currency loan from Network Foods International Limited, Singapore availed during the earlier year is secured by third charge over fixed assets and second charge on current assets of the company, subject to ceding of charge to be agreed by the companys banker.

B) Working Capital loans from State Bank of India and Bank of Baroda are secured by way of hypothecation of stock in trade, book debts and other current assets.

Segment Reporting:

The Companys operations predominantly relates to manufacture of chocolates, hence no reportable primary segment information is made. The secondary segment reporting of the companys revenues are as follows:

1. Claims against the Company not acknowledged as debts:

a) From Commissioner of Customs, Chennai in respect of Advance licences not fulfilled within the stipulated time though extension and clubbing of such licences have been allowed by the Licensing authority Rs1.80 Crores (Previous year Rs1.80 Crores).During the year the company has received order in favour of the company from Commissioner of Customs, Chennai Vide order No. 10404/2009 dt 23-12-2009.However the department has preferred an appeal before the appellate tribunal against the order issued by Commissioner Customs,(Seaport-Export)

b) From Directorate of Revenue Intelligence, Chennai in respect of alleged non fulfillment of export obligation for Rs.3.19 crore (Rs.3.19 Crore )

2. Contingent Liabilities in respect of:

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.36.63 lakhs (Previous year Nil)

(b) Counter Guarantees given to the Bankers in respect of guarantees furnished by them Rs.5.43 Lakh (previous year Rs.5.43 Lakh)

3. (c) Accrued and unpaid preference dividend Rs.861.09 Lakh (previous year Rs 787.12 Lakh)

A sum of Rs. 2,11,69,774 is over due for repayment under Sales tax deferment scheme. As the company is sick company and the reference is made to BIFR, it is proposed to request for the waiver of interest amounting to Rs.1,27,99,548 as on 31.03.2010 (Rs.89, 88,989 as on 31.03.2009), hence the same is not provided in the accounts.

4. Additional information pursuant to para 3 and 4 of part II of Schedule VI the Companies Act, 1956.

A Licensed Capacity : Not Applicable

B Installed Capacity : As this is an integrated plant, with versatile product range, ascertainment of installed capacity is not possible

5. Figures in brackets represent previous year

6. Previous year figures have been regrouped / reclassified wherever found necessary in order to have conformity with the current year classification.

7. The company, being sick company within the meaning of clause (o) of sub section (1) of section 3 of Sick Industrial Companies (special provisions) Act 1985, was referred to Board for Industrial Finance and rehabilitation (BIFR). BIFR has declared the company as sick company and appointed State Bank of India as operating agency. State Bank of India has commissioned APITCO for viability study. APITCO has submitted its study to SBI wherein the study says that the companys operations are viable on the basis assumptions made by them. The State Bank of India is yet to file the rehabilitation scheme before the BIFR.