Notes to Accounts of Anupam Finserv Ltd.

Mar 31, 2015

1. Terms / rights attached to equity shares

The Company has only one class of equity shares of par value ' 10 each. Each equity shareholder is entitled to one vote per share held, and on liquidation entitled to receive balance of net assets remaining after settlement of all debts, creditors & preferential amounts, proportionate to their respective shareholding.

2. Pursuant to the Scheme of Arrangement (the Scheme), duly sanctioned by the Hon'ble High Court at Bombay at the hearing held on 10th July, 2015, with effect from the appointed date i.e. 1st April, 2014, the "Education Division" of the Company engaged in the business of Education & Publication, together with all its assets, liabilities etc stands transferred as a going concern by way of demerger to Vantage Knowledge Academy Ltd. Upon filing of the certified copy of the Court Order with the Registrar of Companies on 31st July, 2015, the Scheme has become operative on and from the said date. Accordingly the effect of the same has been given at the time of preparation of these financial statements. In terms of the Scheme upon transfer to Vantage Knowledge Academy Ltd., the difference Rs. 3,34,23,318/- (Previous Year Rs. Nil) between the total assets of Rs. 3,77,32,570/- and total liabilities of Rs. 43,09,252/- (Previous Year Rs. Nil) of the Education Division as on the appointed date has been adjusted to the extent opening balance of security premium account and profit & loss account and balance Rs. 94,09,715/- shown as Demerger Reconstruction Account (Debit Balance) under 'Reserves and Surplus' in the books of the Company. Further, in terms of the Scheme, the Consideration for transfer of Education Division amounting to Rs. 3,34,23,318/-being the book value of the net assets of the said Division as on the appointed date will be settled by Vantage Knowledge Academy Ltd. by issuing 33,07,500 Equity Shares of Rs. 10/- each fully paid up to the share holders of the Company.

3. Related Party Transactions

Related party disclosure as required by AS - 18, 'Related Party Disclosures, notified by the Companies (Accounting Standard) Rules, 2006 are given below :

Key Management Personnel & Relatives:

a) Mrs. N.R Dedhia e) Mr. Pravin N. Gala

b) Mr. R.C. Dedhia f) Mrs. Jyoti R. Gala

c) J. C. Dedhia (Family) g) Nanji B. Gala (HUF)

d) Mrs. K. P. Shah h) Mr. Dilip Nanji Gala

Associate Concerns:

a) Vantage Stock Broking Pvt. Ltd. e) Suyojana Impex Pvt. Ltd.

b) Vantage Media Pvt. Ltd. f) Superb Papers Ltd.

c) Oasis Insurance Broking g) Esenes Forgings Ltd. Services Pvt. Ltd.

d) Nipra Financial Services Pvt. Ltd. h) Anupam Realities Pvt. Ltd

4. In the opinion of the management, there are no outstanding dues towards suppliers as defined under the "Micro, Small & Medium Enterprises Development Act, 2006."

5. During the year the Company has written-off as bad debts, certain outstanding Loan Amounts amounting to Rs. 39,70,000/- (Nil) and interest thereupon amounting to Rs. 6,08,167/- (Rs. 13,82,600/-) due from certain parties which, in the opinion of management have become fragile.

6. The Company is registered as a 'Non Banking Financial Company (NBFC)' under the Reserve Bank of India Act, 1934 (RBI Act), as a 'Non Deposit Accepting (Category B)' entity and is intermittently carrying on non banking finance or investment activities in terms of section 451(c) of the RBI Act. The statutory compliances for the year under review, in terms of the provisions of the RBI Act and the 'Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, are pending and the management has initiated the required process for these compliances. Pursuant to the instructions received by the Company from the NBFC Department of the Reserve Bank of India, the Company has started creating a 'Special Reserves' @ 20% of Net Profits from the Previous Financial Year.

7. The balances of receivables and payables are subject to third party confirmations. Current assets, loans and advances are of the value stated if realised in the ordinary course of business.

8. In respect of the payments, made for goods or expenses or otherwise made, where the payee's acknowledgements or other supporting evidences were not available, the management confirms the propriety of such payments and of the debits given to the respective account heads in the book.

9. The Company has one segment of activity namely 'Finance and Capital Market'.

10. Figures of current year are after excluding the figures of the Demerged Segment and are, therefore, strictly not comparable with those of previous year.

11. Figures of previous year have been re-grouped, re-arranged and recast, wherever considered necessary.

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Mar 31, 2014

1. Terms attached to Equity Shares

The Company has only one class of equity shares of par value Rs. 10 each. Each equity shareholder is entitled to one vote per share held, and on liquidation entitled to receive balance of net assets remaining after settlement of all debts, creditors & preferential amounts, proportionate to their respective shareholding. No dividend is proposed.

2 Notes:

(1) There are no reportable secondary segments.

(2) The primary segments have been identified & reported considering the nature of products & services, their risks and returns, the organisation structure and the internal management reporting system.

(3) The accounting principles consistently used for preparation of financial statements are also applied to the segmental reporting.

(4) Segmental information includes the respective amounts identifiable or allocable. Other amounts are reported at corporate level.

(*) Outstanding closing balances unless specified otherwise; (#) Amounts squared off during the year; (@) Exercising ''significant influence (SI)'' in business decisions in terms of clause 3(e) of Accounting Standard 18 or a ''related party'' in terms of the applicable provisions of the Act.

Notes: (1) Repaid Rs. 2115000/- during the year. (2) Original investment Rs. 5 lakhs. (3) Original investment Rs. 499200/-. (4) Received back Rs. 1080000/- during the year. (5) Received back Rs. 2065000/- during the year.

3. The Company is registered as a ''Non Banking Financial Company (NBFC)'' under the Reserve Bank of India Act, 1934 (RBI Act), as a ''Non Deposit Accepting (Category B)'' entity and is intermittently carrying on non banking finance or investment activities in terms of section 45I(c) of the RBI Act. The statutory compliances for the year under review, in terms of the provisions of the RBI Act and the ''Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, are pending and the management has initiated the required process for these compliances. Pursuant to the instructions received by the Company from the NBFC Department of the Reserve Bank of India, the Company has started creating a ''Special Reserves'' @ 20% of Net Profits from the current year onwards.

4. During the year the Company has not accounted for interest accruals in respect of certain parties which, in the opinion of management have become fragile. The profits of the Company are understated by Rs. 745433/- (Nil), due to such change in accounting treatment. During the year the Company has written-off as bad debts, certain outstanding interest amounts amounting to Rs. 1382600/- due from certain parties which, in the opinion of management have become fragile.

5. In the opinion of the management, there are no outstanding dues towards suppliers as defined under the "Micro, Small & Medium Enterprises Development Act, 2006."

6. The balances of receivables and payables are subject to third party confirmations. Current assets, loans and advances are of the value stated if realised in the ordinary course of business.

7. In respect of the payments, made for goods or expenses or otherwise made, where the payee''s acknowledgements or other supporting evidences were not available, the management confirms the propriety of such payments and of the debits given to the respective account heads in the books.

8. Previous year figures are regrouped or reclassified wherever necessary. Figures in parenthesis pertain to previous year. All figures have been rounded off to the nearest rupee.

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Mar 31, 2013

A. Conversion of Warrants - The Company had issued 4337500 Convertible Warrants of- 10 each, at a premium of- 6 on preferential basis on 23rd November, 2010, convertible to equal number of equity shares of - 10 each, within 18 months and on which application money @ - 4 amounting to - 17350000/- was paid-up at the time these warrants were issued and balance amount of- 12 pay- able at the time of conversion. During the year these warrants were converted on 12th June, 2012, and the Company received the final call money in respect of only 2700000 warrants which were converted into an equal number of equity shares ranking pari passu. The application money of - 6550000/- in respect of 1637500 warrants, on which call money was not received, were forfeited and the forfeited amount was transferred to the appropriate capital reserves. The premium portion of converted as well as forfeited warrants was transferred to the appropriate capital reserves (refer Note 2).

B. Contingent Liability & Subsequent Events - All disputed and/or contingent liabilities are either provided for or disclosed as such, on the basis of mutual acceptances or depending on the management''s perception of its potential outcome. The management has taken adequate steps to provide sufficiently for all known, anticipated or contingent liabilities. Events occurring after the balance sheet date up to the date of adoption of the financial statements, having a material bearing are considered while preparing the financial statements.

C. In the opinion of the management, there are no outstanding dues towards suppliers as defined under the "Micro, Small & Medium Enterprises Development Act, 2006."

D. The balances of receivables and payables are subject to third party confirmations. Current assets, loans and advances are of the value stated if realised in the ordinary course of business.

E. In respect of the payments, made for goods or expenses or otherwise made, where the payee''s acknowledgements or other supporting evidences were not available, the management confirms the propriety of such payments and of the debits given to the respective account heads in the books.

F. Additional Information - Additional information pursuant to the applicable provisions of paragraph 5 of Part II of Schedule VI to the Act, to the extent not already reported elsewhere:

G. Previous year figures are regrouped or reclassified wherever necessary. Figures in parenthesis pertain to previous year. All figures have been rounded off to the nearest rupee.

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Mar 31, 2012

1 CONTINGENT LIABILITY

Contingent liabilities, if any, are either provided for or disclosed as such, depending on the management's perception of its potential outcome.

2. In respect of the payments, made for goods or expenses or otherwise made, where the payee's acknowledgements or other supporting evidences were not available, the management confirms the propriety of such payments and of the debitsgiventotherespectiveaccountheadsmthebooks.

3.Thirdpartyconfirmationsofreceivablesandpayablesarenot immediatelyavailableforvenficationin all cases.

4. Previous year figures are regrouped or reclassified wherever necessary. Figures in brackets are pertaining to previous year.Allfigureshavebeenroundedofftothenearestrupee.

5 ADDITIONAL INFORMATION

A. CAPACITY. PRODUCTION & RAW MATERIAL CONSUMPTION

Since the Company is not engaged in any manufacturing activities, specification of these details is not applicable to the Company.

NOTES:

a. Therearenoreportablesecondarysegments,

b. There are two main primary reportable segments namely (1) Financial Services & Investment, which includes

revenues from corporate services rendered, consulting, investment activities etc., And (2) Education & Training activity which includes revenue from Publishing (books and online web).

c. The segments have been identified & reported considering the nature of products & services, their risks and returns, the organization structure and the internal management reporting system,

d. Segmental information includes the respective amount identifiable & allocable. Other amounts are reported at the corporate level.

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Mar 31, 2010

NOTES:

a. There are no reportable secondary segments,

b. There are two main primary reportable segments namely (1) Financial Se rvices & Investment, which includes revenues from corporate services rendered, consulting, investment activities etc., and (2) Publishing which includes revenue from publishing of Yellow Pages etc.

c. The segments have been identified & reported conside ring the nature of products & services, their risks and returns, the organization structure and the internal management reporting system,

d. Segmental information includes the respective amount identifiable & allocable. Other amounts are reported at the corporate level.

e. Related Party Transactions - Pursuant to Accounting Standard 18 - "Related Party Disclosures" issued by the Institute of Chartered Accountants of India, the details are specified below:

f. Disclosure of Speculation/Derivative Transactions - The Company has carried out, speculative trading in equity shares and securities and also trading in stock exchange derivatives. The quantitative data in respect of these transactions for the full year is given below -

g. Deferred Taxes - Pursuant to Accounting Standard 22 - "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, the Company has worked out the cumulative net deferred tax liability and asset as at 31st March, 2010 and for the year on account of timing differences as under-

NOTES:

1. Calculat ions for deferred taxes are made using the tax rates & laws that have been substantively enacted as of the balance sheet date.

2. Due to uncertainty of future profits, the management is of the opinion that DTA on unabsorbed business losses (IT) should not be recognized. DTA on unabsorbed depreciation (IT), however is accounted for.

3. The net DTA for the year and of the past year (which was not provided) and now provided, is credited to the profit & loss account & shown under current assets. The DTA for the year is reduced to the extent of the reversal effect of DTA on unabsorbed depreciation (IT) claimed during the year.

4. Contingent Liability - Contingent liabilities, if any, are either provided for or disclosed as such, depending on the managements perception of its potential outcome.

5. In respect of the payments, made for goods or expenses or otherwise made, where the payees acknowledgments or other supporting evidences were not available, the management confirms the propriety of such payments and of the debits given to the respective account heads in the books.

6. Third party confirmations of receivables and payables are not immediately available for verification in all cases.

7. Previous year figures are regrouped or reclassified wherever necessary. Figures in brackets are pertaining to previous year. All figures have been rounded off to the nearest rupee.

1. a. Capacity. Production & Raw Material Consumption - Since the Company is not engaged in any manufacturing activities, specification of these details is not applicable to the Company.

b. Turnover & Stocks -

2. Imports/Expenditure/Earnings in Foreign Exchange - Rs. Nil (Nil).