Notes to Accounts of Swiss Military Consumer Goods Ltd.

Mar 31, 2015

1. RIGHTS, PREFERENCE AND RESTRICTIONS

The company has only one class of shares referred to as equity shares having a par value of Rs.10/- each. Holder of equity shares is entitled to one vote per share.

2. CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged For the Previous as debts in respect of:- In Lacs in Lacs Year Year

Sales Tax 12.55 12.55

Income Tax 14.34 14.34

Others 23.08 23.08

b) The Company has provided following Equity Shares as margin against Derivative Products.

Description No. of Shares

Jaiprakash Power Ventures Limited 180,000

Jaiprakash Associates Limited 28,000

Jindal Poly Films Limited 9 200

Sterlite Technologies Limited 8,600

India Glycols Limited 3 127

3. RELATED PARTY TRANSACTIONS

As per the Accounting Standard -18 "Related Party Disclosures", issued by the Institute of Chartered Accountants of lndia. The related parties ofthe Company as on 31.03.2015 are as follows:

a) Associates

Network Capital Partners

b) Key Management Personnel

Mr. Ashok Kumar : C.F.O

Mr. Vikas Jain : DGM - Corporate Affairs & Company Secretary

4. Fixed Deposit with Bank Amount of Rs. 1,253/- is Pledged for Bank Guarantee for Sale Tax Authority.

5. As on 01/04/2014 the Company was holding 12,15,505 Equity shares and 5,50,000 Preference Shares of Kaizen Lifestyle Products Private Limited having a book value of Rs. 21,46,24,915 and Rs. 5,50,00,000 respectively.

Pursuant to Scheme of arrangement duly approved by the Hon'ble High Court of Delhi vide order dated 30th September 2014, Kaizen Lifestyle Products Private Limited, Uninet Infra Technologies Private Limited, Uninet Strategic Management Ltd have been amalgamated with Victor Financial Consultants Private Limited.

Consequently the company has been allotted 1 Equity Shares of Rs. 10 each of Victor Financial Consultants Private Limited (Presently Uninet Strategic Advisory Pvt. Ltd.) for every 1 Equity shares of Rs. 10 each, held in Kaizen Lifestyle Products Private Limited and 1 Non-cumulative optionally convertible preference share (OCPS) of Rs. 100 each of Victor Financial Consultants Private Limited (Presently Uninet Strategic Advisory Pvt. Ltd.) for every 1 Non- cumulative optionally convertible preference share (OCPS) of Rs. 100 each, held in Kaizen Lifestyle Products Private Limited.

Accordingly 12,15,505 Equity Shares of Rs. 10 each and 5,50,000 Non-cumulative optionally convertible preference share (OCPS) of Rs. 100 each were allotted to the company in Victor Financial Consultants P Ltd (Presently Uninet Strategic Advisory Pvt. Ltd.) on 16/01/2015.

Name ofVictor Financial Consultants Pvt Ltd was changed to Uninet Strategic Advisory Pvt Ltd w.e.f. 27th January 2015 with the approval of Registrar of Companies pursuant to Rule 29 ofthe Companies (Incorporation) Rules, 2014.

6. The Company has identified suppliers covered under the "Interest on delayed payment to small scale and Ancillary undertaking Ordinance, 1992 promulgated on 23rd September, 1992 and has ascertained the Liability in this regard as NIL.

7. Provision for long term expenses and liabilities no longer required, have been written off amounting to Rs. 17,74,080/-

8. Other current liabilities includes a sum of Rs. 3.25 Cr. due to a Company whose name appears in the Register maintained under section 189 of the Companies Act, 2013, which is Interest free.

9. SEGMENT REPORTING

During the year under reference, Company's revenue from operations includes sale of securities, premium earned, mark to market and interest on fixed depsoit/others. There was no other business segment and therefore segment wise reporting as per AS -17 issued by the Institute of Chartered Accountant of India is not relevant

10. DEFERRED TAX

The Company has substantial carried forward business losses and unabsorbed depreciation, therefore, it is unlikely to have taxable profits in near future, hence it is not considered necessary to create deferred tax assets in accordance with Accounting Standard-22 issued by the Institute of Chartered Accountants of India.

11. Previous Year's figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2014

1.a) RIGHTS,PREFERENCE AND RESTRICTIONS

The company has only one class of shares referred to as equity shares having a par value of Rs.10/- each. Holder of equity shares is entitled to one vote per share.

2. CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged Year as debts in respect of:- For the Year Previous Year In Lacs in Lacs

Sales Tax 12.55 12.55

Income Tax 14.34 14.34

Others 23.08 23.08

b) The Company has provided following Equity Shares as margin against Derivative Products.

Description No. of Shares

Sterlite Technology 141,200

Uflex Ltd 16,132

NTPC 1,200

Jindal Poly Films 10,000

3. Fixed Deposit of Rs. 1,45,180/- is furnished to Sale Tax Authorities as a Bank Guarantee.

4. (a) The Company was holding One Crore Eighty Seven Lakh Twenty One Thousand Three Hundred Thirteen Equity shares having a value of Rupees Eighteen Crore Eighty Eight Lakh Eighteen Thousand of United Manufacturing Co. (Delhi) Private Limited and Two Lakh Sixty Thousand Preference Shares having a value of Rupees Two Crore Sixty Lakh of NRV Infrastructure Limited as on 01/04/2013. Pursuant to Scheme of arrangement dated 27th May 2013 for amalgamation of United Manufacturing Co. (Delhi) Private Limited, NRV Infrastructure Limited and others with Kaizen Lifestyle Products Private Limited duly approved by the Hon''ble High Court of Delhi, company has been allotted Three Equity Shares of Rupee Ten each of Kaizen Lifestyle Products Private Limited for every Hundred Equity shares of Rupee One each held in United Manufacturing Co. (Delhi) Private Limited. Company has also been allotted One Non-cumulative optionally convertible preference share (OCPS) of Rupees Hundred each of Kaizen Lifestyle Products Private Limited for every One Non-cumulative optionally convertible preference share (OCPS) of Rupees Hundred each held in NRV Infrastructure Limited.

Accordingly Five Lakh Sixty One Thousand Six Hundred Thirty Nine Equity Shares of Rupees Ten each and Two Lakh Sixty Thousand Non-cumulative optionally convertible preference share (OCPS) of Rupees Hundred each have been allotted to the company in Kaizen Lifestyle Products Pvt Ltd, in lieu of above investments during the year.

(b) During the year, company, as per committee of board approval dated 20/12/2013, opted for conversion of Two Lakh Eighteen Thousand Sixty Nine Non-cumulative optionally convertible preference shares (OCPS) of Rupees Hundred each held in M/s Kaizen Lifestyles Products Private Limited into Equity Shares.

In lieu of such conversion Five Lakh Seventy Three Thousand Eight Hundred Sixty Six Equity Shares of Rupees Ten each were allotted to the company by Kaizen Lifestyle Products Private Limited, at a premium of Rupees Twenty Eight per share which, in view of the management, was the fair value of Equity share of Kaizen Lifestyles Products Private Limited on the date of conversion.

(c) During the year Four Lakh Forty Three Thousand Sixty Nine Non-cumulative optionally convertible preference shares (OCPS) of Rupees Hundred each were allotted to the company by Kaizen Lifestyle Products Private Limited in lieu of conversion of loan and interest accrued thereon amounting to Rupees Four Crore Forty Three Lakh Six Thousand Nine Hundred Fifteen and Board of directors have duly took note of the same in their meeting dated 29/07/2013

5. The Company has identified suppliers covered under the "Interest on delayed payment to small scale and Ancillary undertaking Ordinance, 1992 promulgated on 23rd September, 1992 and has ascertained the Liability in this regard as NIL.

6. SEGMENT REPORTING

During the year under reference, Company''s revenue is primarily from sale of commodities and securities, premium earned and interest on fixed depsoit/others. There was no other business segment and therefore segment wise reporting as per AS -17 issued by the Institute of Chartered Accountant of India is not relevant.

7. DEFERREDTAX

The Company has substantial carried forward business losses and unabsorbed depreciation, therefore, it is unlikely to have taxable profits in near future, hence it is not considered necessary to create deferred tax assets in accordance with Accounting Standard-22 issued by the Institute of Chartered Accountants of India.

8. Previous Year''s figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2013

1.1 RELATED PARTY TRANSACTIONS

As per the Accounting Standard -18 "Related Party Disclosures”, issued by the Institute of Chartered Accountants of India. The related parties of the Company as on 31.03.2013 are as follows:

a) Associates Network Capital Partners

b) Key Management Personnel Mr. Ajay Mittal - Company Secretary

1.2 Pursuant to the resolution passed by the Shareholders in Company''s Annual General Meeting held on 23.09.2011, the company further invested a sum of Rs. 40 Lacs (Rupees Forty Lacs only) in Kaizen Lifestyle Products Pvt Ltd, presently an investment company. The Said investment consists of 80,000 Equity Shares of Rs.10/- each allotted at premium of Rs.40/- per share which, in view of the management of the company, is the fair value of Equity Share of Kaizen Lifestyle Products Pvt Ltd

1.3 The Company has identified suppliers covered under the "Interest on delayed payment to small scale and Ancillary undertaking Ordinance, 1992 promulgated on 23rd September, 1992 and has ascertained the Liability in this regard as NIL.

1.4 SEGMENT REPORTING

During the year under reference, Company''s revenue from operations includes sale of commodities, premium earned, sale of securities and interest on fixed deposit/others. There was no other business segment and therefore segment wise reporting as per AS – 17 issued by the Institute of Chartered Accountant of India is not relevant

1.5 DEFERRED TAX

The Company has substantial carried forward business losses and unabsorbed depreciation, therefore, it is unlikely to have taxable profits in near future, hence it is not considered necessary to create deferred tax assets in accordance with Accounting Standard-22 issued by the Institute of Chartered Accountants of India.

1.6 Previous Year''s figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2012

A) RIGHTS, PREFERENCE AND RESTRICTIONS

The company has only one class of shares referred to as equity shares having a par value of Rs.10/- each. Holder of equity shares is entitled to one vote per share.

1.1 CONTINGENT LIABILITIES

a) Contingent Liabilities in respect of claims against the Company not acknowledged as debts in respect of Sales Tax Rs. 12.55 Lacs Net of payment [Previous year Rs. 12.55 Lacs] (Net of payment) & others Rs. 11.46 Lacs (Previous year Rs.11.46 Lacs).

d) The Company has given 0.77 Lacs Equity Shares of the Tinplate Company of India Ltd as margin against Derivative Products, having book value of Rs. 49.23 Lacs, Market Value Rs. 33.21 Lacs.

1.2 The company has converted Equity shares of United Manufacturing Co. (Delhi) Pvt Ltd amounting to Rs. 1339.15 Lacs, Preference shares of NRV Infrastructure Ltd and Kaizen Lifestyle Products Pvt Ltd. amounting to Rs. 252 Lacs from Stock-in trade to investments as on 31/03/2012.

1.3 RELATED PARTY TRANSACTIONS

As per the Accounting Standard -18 "Related Party Disclosures", issued by the Institute of Chartered Accountants of India.

The related parties of the Company as on 31.03.2012 are as follows:

a) Associates

Network Capital Partners

b) Key Management Personnel Ajay Mittal

c) Companies controlled by key management personnel with whom transactions have taken Place during the year

NIL

1.4 The Company has identified suppliers covered under the "Interest on delayed payment to small scale and Ancillary undertaking Ordinance, 1992 promulgated on 23rd September, 1992 and has ascertained the Liability in this regard as NIL.

1.5 SEGMENT REPORTING

During the year under reference, Company's revenue from operations includes sale of commodities, premium earned, sale of securities and interest on fixed deposit/others, which fall under one segment. There was no other business segment and therefore segment wise reporting as per AS - 17 issued by the Institute of Chartered Accountant of India is not relevant

1.6 DEFERRED TAX

The Company has substantial carried forward business losses and unabsorbed depreciation, therefore, it is unlikely to have taxable profits in near future, hence it is not considered necessary to create deferred tax assets in accordance with Accounting Standard-22 issued by the Institute of Chartered Accountants of India.

1.7 Previous Year's figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2010

1. CONTINGENT LIABILITIES

a) Contingent Liabilities in respect of claims against the Company not acknowledged as debts in respect of Sales tax Rs.12.55 Lacs Net of payment [Previous year Rs.12.55 Lacs] (Net of payment) & others Rs. 11.46 Lacs (Previous year Rs. 14.46 Lacs).

b) Fixed Deposit receipts amounting to Rs 1016.90 lacs (Previous year 937.97 Lacs) pledged with Bank against loan sanctioned to Appughar Infrastructure and Developers Pvt Ltd. ( An associate Company )

c) Corporate guarantee of Rs 743 Lacs (Previous Year 713 Lacs) issued to bankers against loans availed by Appughar Infrastructure & Developers pvt Ltd (An associate company).

2. The Financial Statements are for the period 01st July 2009 to 31st March 2010. Figures of the Current Period are therefore, not comparable with those of the previous year.

3. The Company is exploring new avenues and contemplating strategic tie ups for long term value creation and to generate regular revenues in the company.

4. The Company has identified suppliers covered under the "Interest on delayed payment to Small Scale and Ancillary undertaking Ordinance, 1992" promulgated on 23rd September, 1992 and has ascertained the liability in this regard as Nil.

5. The Company has substantial carried forward business losses and unabsorbed depreciation, therefore, it is unlikely to have taxable profits in near future and hence it is not considered necessary to create deferred tax assets in accordance with Accounting Standard-22 issued by the Institute of Chartered Accountants of India

6. During the period under reference, Companys business income is from interest on deposits, other income includes profit on sale of investment in securities. There was no other business segment and therefore segment wise reporting as per AS - 17 issued by the institute of Chartered Accountant of India is not relevant

7. The Company had allotted 5,57,000 Optionally Convertible Preference Shares (OCPS ) of Rs 100/ - each to the existing preference shareholders of the company as per Special Resolution passed dated 15th September 2009 with an option to be converted into equity shares. In pursuance of the option of conversion exercised by the OCPS holders , the Board of Directors of the company had issued 11,14,000 equity shares of Rs 10/- each at a premium of Rs 40/- each, in lieu of 5,57,000 OCPS of Rs 100/- each, as per terms and conditions of issue of OCPS. Consequent to the above, the paid up Equity Share Capital of the Company has increased from 48.03 crores to 49.14 crores.

8. As per the Accounting Standard -18 "Related Party Disclosures", issued by the Institute of Chartered Accountants of India.

The related parties of the Company as on 31.03.10 are as follows:

A. List of Related parties & Relationships: -

a) Subsidiary Companies:-

- Network Retail Limited

b) Associates

- Appu Ghar Infrastructure and Developers Private Limited

- Anuj Sawhney

- Swiss Military Product S.A.

- Network Capital Partners

c) Key Management Personnel

Mr Ajay Mittal (w. e f 01.04.2008)

d) Companies controlled by key management personnel with whom transactions have taken Place during the year

- NIL

9. Loans & Advances includes share application money of Rs 1324.15 Lakhs (Previous year Rs 1324.15 Lakhs) paid to Appughar Infrastructure & Developers Private Limited pending allotment.

10. Previous Years figures have been regrouped / rearranged wherever necessary.