Notes to Accounts of Phoenix Overseas Ltd.

Mar 31, 2025

2.3 The Company does not have any holding company. As such the question of the holding company and ultimate holding company and their subsidiaries/associates holding shares in the Company does not arise.

2.4 As at the date of signing of the Balance Sheet, the Company does not have any shares reserved for issue under options and contracts.

2.5 As at the date of signing of the Balance Sheet, the Company has not made any commitments for sale of shares / disinvestment.

2.6 During the last five years

i) The Company has not made any allotment of shares, for consideration other than cash except as bonus shares.

ii) The Company has made allotment of shares as bonus shares.

iii) The Company has not bought back any shares.

2.7 The Company has not issued any securities convertible into equity or preference shares.

2.8 The Company has not issued any securities convertible into equity/preference shares.

2.9 No calls are remaining unpaid as at 31st March 2025

2.10 No shares have ever been forfeited by the Company.

2.11 Reconciliation of number of equity shares outstanding at the beginning and at the end of the year.

Primary Security

Cash Credit/Packing Credit Loans are Secured by first pari pasu charge on hypothecation of all present/future stock and receivables, all present/future current assets and personal guarantee of the promoter directors and Kanhai Singh Welfare Trust.

Collateral Security

First pari pasu charge on EQM of 7 properties in the name of Phoenix Overseas Limited. Pledge of TDR amounting to Rs. 2.15 crores in the name of Phoenix Overseas Limited.

29. Contingent Liabilities a) Under Commercial Tax Laws
Sl. No.	Nature of Demand	Amount	Description & Management Action
1	Customs Duty - For Financial Year 2007-08	143.14	Demand for Rs. 1,43,13,987 on account of Customs duty & Rs. 1,63,13,987 on account of Penalty has been raised against the Company by the Commissioner of Central Excise, Customs & Service Tax, Indore vide his order no. 05/COMMR/CUS/IND/2010 dt. 30.08.2010. In the order it has been stated that the Company has enjoyed the benefit of duty free imports under the Target Plus Scheme without adhering to the stipulations of the scheme. The Company has gone for appeal against the order, before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi. The final disposal of the appeal is pending.
2	Penalty - For Financial Year 2007-08	163.14
3	Customs Duty - For Financial Year 2015-16	29.65	The Jt. Comm. Of Customs(Preventive), CC(P), WB, Kolkata has vide Adjudication Order No. 25/JC(P)/CUS/WB/17-18, dated 28/08/2017 ordered recovery of the Customs duty along with interest, alleging that the Company has supressed material facts resulting in wrongfully availment of exemption from payment of Customs duty against imports. The Company has filed an appeal against the order.
4	Penalty - For Financial Year 2015-16	3.00	The Jt. Comm. Of Customs(Preventive), CC(P), WB, Kolkata has vide Adjudication Order No. 25/JC(P)/CUS/WB/17-18, dated 28/08/2017 ordered recovery of the Customs duty along with interest and penalty, alleging that the Company has supressed material facts resulting in wrongfully availment of exemption from payment of Customs duty against imports. The Company has filed appeal against the order.
5	Customs Duty - For Financial Year 2015-16	31.48	The Jt. Comm. Of Customs(Preventive), CC(P), WB, Kolkata has vide Adjudication Order No. 23/JC(P)/CUS/WB/17-18, dated 22/08/2017 ordered recovery of the Customs duty along with interest, alleging that the Company has supressed material facts resulting in wrongfully availment of exemption from payment of Customs duty against imports. The Company has filed an appeal against the order.

6	Penalty - For Financial Year 2015-16	3.00	The Jt. Comm. Of Customs(Preventive), CC(P), WB, Kolkata has vide Adjudication Order No. 23/JC(P)/CUS/WB/17-18, dated 22/08/2017 ordered recovery of the Customs duty along with interest and penalty, alleging that the Company has supressed material facts resulting in wrongfully availment of exemption from payment of Customs duty against imports. The Company has filed an appeal against the order.
7	Demand for refund of excess GST ITC for Financial Year 2019-20	109.24	The Additional Commissioner CGST & Cx, Kolkata North has vide order dated 30/08/2024 has disallowed alleged excess input tax credit of Rs. 109.24 lacs along with applicable interest and has imposed penalty of Rs. 10.92 lacs. The company has filed appeal against the order with the High Court at Kolkata and has deposited an amount of Rs. 10 lacs.
		10.92

b) Corporate Guarantee given to Bank to secure credit facilities extended to BCPL Railway Infrastructure Limited, amounting to Rs. 8500 lacs, Previous year Rs. 8500 lacs, BCL Bio Energy Private Limited Rs. 4779 Lacs, Previous Year Rs. 3419 Lacs.

c) Foreign Bills negotiated on behalf of the Company by the Bank, pending realization by the Bank Rs. 5718.03 Lacs P.Y. Rs. 5938.07 Lacs

30. In the opinion of the management, since no reasonable estimates of probable outflow, on account of present obligations, of the Company can be made no provision has been made under the stipulations of AS-29 issued by the ICAI.

c) All Loans or Advances in the nature of loans are granted to promoters, Directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, are repayable.

d) No proceedings have been initiated or are pending against the company for holding any Benami property under the Benami Transactions (Prohibition), Act, 1988 (45 of 1988) and the rules made thereunder.

e) To the best of the information available, the company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

f) There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period allowed for such registration.

g) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, in relation to the Company.

h) The Company has not traded or invested in Crypto currency or Virtual Currency.

i) Company has used the share premium and borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.

j) The figures in these accounts have been rounded off to nearest lakhs of rupees.

k) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

l) The company is not a declared wilful defaulter by any bank or financial institution or other lender.

m) Relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with for such transactions and the transactions are not violation of the Prevention of Money-Laundering act, 2002 (15 of 2003).

n) There are no instances of noncompliance with the provisions of number of layers as prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

o) Previous year figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

p) Additional Regulatory Information/Disclosures as required by General Instructions to Division I of Schedule III to the Companies Act, 2013 are furnished to the extent applicable to the Company and which are in line.

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Mar 31, 2024

xvi) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized for liabilities that can be measured only by using a
substantial degree of estimation, if

a) The Company has a present obligation as a result of a past event,

b) A probable outflow of resources is expected to settle the obligation; and

c) The amount of the obligation can be reliably estimated.

Reimbursement expected in respect of expenditure required to settle a provision is
recognized only when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in case of

a) A present obligation arising from events, when it is not probable that an
outflow of resources will be required to settle the obligation,

b) A present obligation when no reliable estimate is possible; and

c) A present obligation arising from past events where the probability of
outflow of resources is not remote.

Contingent Assets are neither recognized, nor disclosed.

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each
Balance Sheet date.

b) Corporate Guarantee given to Bank to secure credit facilities extended to BCPL Railway Infrastructure Limited, amounting to Rs. 8500 lacs.
Previous year Rs. 5500 lacs, BCL Bio Energy Private Limited Rs. 3419 Lacs, Previous Year Nil.

c) Foreign Bills negotiated on behalf of the Company by the Bank, pending realization by the Bank Rs. 5938.07 Lacs P.Y. Rs. 8606.17 Lacs

d) West Bengal Industrial Infrastructure Development Corporation has demanded a sum of Rs. 13.80 Lacs plus interest @ 14% p.a. from
02.05.2015 as charges for changing the owner''s name for the land allotted to the erstwhile Phoenix Cold Storage Pvt. Ltd., since amalgamated
with the Company. Against the demand of the Corporation, the Company had applied for quashing the demand before the Hon. Calcutta High
Court. Single bench Company Court vide its order dated 17/06/2015 in CA No. 249 of 2015/CP No. 91 of 2010 has ruled against the Company
and has ordered for payment of the demand along with costs assessed at 300 GM. The Company has preferred appeal in Divisional Bench. The
final disposal of the appeal is pending.

e) Advances recoverable in cash or in kind or for value to be received, includes Rs. Nil (Pv. Yr. Rs.8.46 Lacs made to a supplier who has failed to
deliver the materials.

30. In the opinion of the management, since no reasonable estimates of probable outflow, on account of present obligations, of the Company
can be made no provision has been made under the stipulations of AS-29 issued by the ICAI.

c) All Loans or Advances in the nature of loans are granted to promoters. Directors, KMPs and the related parties (as
defined under Companies Act, 2013,) either severally or jointly with any other person, are repayable on demand

d) No proceedings have been initiated or are pending against the company for holding any benami property under
the Benami Transactions (Prohibition), Act, 1988 (45 of 1988) and the rules made thereunder

e) To the best of the information available, the company has not entered into any transactions with companies
struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956

f) There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period
allowed for such registration.

g) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of
the Companies Act, 2013, in relation to the Company.

h) The Company has not traded or invested in Crypto currency or Virtual Currency.

i) Company has used the share premium and borrowings from banks and financial institutions for the specific
purpose for which it was taken at the balance sheet date.

j) The figures in these accounts have been rounded off to nearest lakhs of rupees

k) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in
agreement with the books of accounts.

l) The company is not a declared wilful defaulter by any bank or financial institution or other lender.

m) Relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been
complied with for such transactions and the transactions are not violative of the Prevention of Money-Laundering
act, 2002 (15 of 2003).

n) There are no istances of non compliance with the provisions ot number of layers as prescribed under clause (87)
of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017

o) Previous year figures nave been regrouped/reclassified wherever necessary to correspond with the current year''s
dassification/disdosure.

p) Additional Regulatory Information/Disdosures as required by General Instructions to Division I of Schedule III to
the Companies Act, 2013 are furnished to the extent applicable to the Company and which are in line with the
nature of Business of the Company.