Notes to Accounts of Wardwizard Foods And Beverages Ltd.

Mar 31, 2018

COMPANY OVERVIEW

M/s Vegetable Products Ltd. was established & started working in the year 1953 vide Corporate Identity No. L01122WB1953PLC021090, with manufacturing of vegetable edible oil products under the “PRATAP VANASPATI” brand name. The Company after experiencing decades of ups & downs and facing tough competitive macroeconomic environment in the industrial sector of Indian economy today M/s Vegetable Products Ltd. stands as a professionally managed company wherein the overall management is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have Six Directors on our Board comprise of one Managing Director and 2 Non Executive Director including one women director and the other 3 are Nonexecutive Independent Directors. In a country that cooks from the heart, food is more than just nourishment for the body. It is a bond that brings families together and friends closer. At “VPL” we believe it is what upholds the tradition of true Indian hospitality. That’s why we offered widest range of edible oils that helps India indulge in its passion for food, without the guilt. We shall be foraying into a wider range of agro products besides edible oils. Our dedication to quality, innovation and the promise of uncompromised health for the people of India shall shot us to top 10 positions in the Indian vegetable edible oil industry, by 2020. As a brand we are bound to meet the consumer’s changing requirements. This will make us the most respectful brands in the nation. Any complain from our customers are sincerely looked into and this is the reason behind our products popularity in the state of West Bengal and in other States. For us Quality Control is not a just routine, but is a mission. Our Esteemed Directors have the vision, courage and leadership qualities. His efforts to place the Company in a most modernized unit with upgraded process & latest equipment and machineries will surely bring success to the company.

Terms and rights attached to equity shares :

The Company has only one class of equity share having par value of Rs. 1/- per share. Each holder of Equity share is entitled to one vote per share.

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

* Excludes Financial Assets Measured at Cost (Refer Note 3(a)]

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

Note 1 : FIRST TIME IND AS ADOPTION RECONCILIATIONS Transition to Ind AS

These are the Entity’s first standalone financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the Entity’s date of transition). In preparing its opening Ind AS balance sheet, the Group has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the group’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemption and exception availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions A.1.1 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities.

Accordingly, the entity has elected to measure all of its property, plant and equipment at their previous GAAP carrying value.

A.1.2 Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS. The Entity has elected to apply this exemption for its investment in equity investments.

A.2 Ind AS mandatory exceptions A.2.1 Estimates

Ind AS 101 An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Entity made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in equity instruments carried at FVPL or FVOCI.

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Mar 31, 2016

OTHER NOTES ON ACCOUNTS

i. Contingent Liabilities not provided for:

a) Demand under West Bengal Sales Tax Act for the year 2004-05 of Rs.82.38 Lacs is under appeal.

b) Custom Duty demand of Rs. 317296/- against import of Crude Palm Oil for the period from 05/12/2008 to 11/04/201.0, as per order of Commissioner Central Excise (Appeals-l) against which Appeal is preferred before Appellate Tribunal.

jj. The company''s Sales Tax dues amounting Rs.l,01,43,1)00/- was converted into a soft loan\ carrying interest @ 6.75% p.a. by the Government of West Benga], which was repayable in eight equal installment commencing from 31/12/2000. The Principal and interest has not been paid by the Company, through the liability for interest has been accounted tor as per agreement.

iii. FIXFD ASSETS;

a) The Company has revalued its LAND and BUILDINGS by a Chartered Engineer as on 07^ll November,20l4. The Difference between the Revalued cost and the book value of the respective assets as on 07 September , 2014 aggregating to RS 53,34,37,440 has been, added to the value of assets with a credit of similar amount.

b) Depreciation for the year includes depreciation amounting 1o Rs.15,77,859/-(P. Y.Rs. 17,58,328/- on account of Revaluation which has been adjusted against revaluation reserve.

iv. In the opinion of the management, the Company has provided the provisions for deferred tax assets on account of carry forward losses as well as on the timing differences for the period in which there is virtual certainty of sufficient future income for realization in future years, in accordance with AS-22 ^r Accounting For Taxes On Income " issued by the Institute of Chartered Accountants of India.ga

v. No provision for taxation has made during the year since neither there is taxable income nor book profit was earned as per the provisions of section 115JB of The Income Tax Act, 1961.

vi. The Financial Statement and Notes on Account has been prepared as per Companies Act, 201.3 with their Schedule as the same is effective from 1st April, 2014.

vii. BONUS SHARES:

The company has capitalized Rs. 7,02,00,000/- by capitalizing balance lying in the credit of capital redemption reserve account to the extent of Ks, 2/1-0,00,000/- and Ks. 4,62,00,000/-from securities premium account for issue of 7020000 Equity Shares of Re.l/- each as Bonus share.

viii. SEGMENT REPORTING:

a) The Company has discontinued its prevent operation i.e. manufacturing and trading in and Edible Gil and commodities. '' there are now no reportable segments because of discontinued operation.

b) ''the Company is in the process of commencing Real Estate Business for which it is taking steps for completion of necessary formalities. It has incurred certain expenses and the same is shown as pre-operative expense under project expenses.

ix. Project Expenses under capitalization is in respect of real Estate business which will be capitalized upon completion of project.

xi. The Sales Tax authority has passed an order for the year 2004-05 whereby the co. was required to pay Rs. 6,51,838/- as full & final payment against demand of Rs S2.38 lakhs. The company has paid the same & has debited the same to the brought forward balance of profit & loss A/c.

xii. As regards related party disclosures as per AS 18 issued the Institute of Chartered Accountants of India:

xiii. No amount is due to Micro, Small and Medium Enterprises [identified on the basis of information made available during the year by such enterprises to the company). No interest in terms of Micro, Small and Medium Enterprises Development Act, 2016 has been either paid or accrued during the year.

'' xiv. Regarding Impairment of Assets under AS-2R issued by the 1CA1 the Company has undertaken a systematic process to find out the realization value of the assets. Impairment if any. will be considered in the Accounts in the year in which it is ascertained,

xv- Regarding provision of contingent liabilities and assets under AS29 issued by the I.C.A.I the company is in process Lo ascertain the value of contingent liabilities and assets and suitable provisions will be made as soon as figures are ascertained,

xvi. No provision for gratuity has been made in respect of existing employees as they have not put in completed year of service.

xvii. No provision for leave salary has been made in the accounts as there are no leave to the credit of the employees during the current financial year.

xviii. Figures of the current year have been regrouped/rearranged or reclassified where ever considered necessary to conform to current year presentation.

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Mar 31, 2015

I. Contingent Liabilities not provided for:

a) Demand under West Bengal Sales Tax Act for the year 2004-05 of Rs.82.38 Lacs is under appeal.

b) Custom Duty demand of Rs. 317296/- against import of Crude Palm Oil for the period from 05/12/2008 to 11/04/2010, as per order of Commissioner Central Excise (Appeals-I) against which Appeal is preferred before Appellate Tribunal.

ii. The company's Sales Tax dues amounting Rs.1,01,43,000/- was converted into a soft loan carrying interest @ 6.75% p.a. by the Government of West Bengal, which was repayable in ; eight equal installment commencing from 31/12/2000. The Principal and interest has not been paid by the Company, through the liability for interest has been accounted for as per < agreement.

iii. FIXED ASSETS:

a) The Company has revalued its LAND and BUILDINGS by a Chartered Engineer as on 07thNovember,2014. The Difference between the Revalued cost and the book value of the respective assets as on 07™ November , 2014 aggregating to RS 53,34,37,440 has been ¦ shown as addition during the year and a equal thereof has been credited to revaluation reserve account.

b) Depreciation for the year includes depreciation amounting to Rs.17,58,328/- on account of Revaluation which has been adjusted against revaluation reserve.

c) The Company has dismantled all the Plant and Machinery as it stood in its books as on 01STApril, 2014. The Company has sold the entire plant and Machinery so dismantled during ; the year.

d) No Depreciation on the Plant and Machinery for the year has been charged in the accounts as Per The Companies Act, 2013 as the entire block of Plant and Machinery has been dismantled for sale as on 01st April 2014.

e) The difference between the sale proceeds and the Book value of the Plant and Machinery has been debited to Loss on sale of Fixed Assets. The Balance lying to the credit in the Revaluation Reserve in respect of the Plant and machinery has been reversed and adjust with profit on sale of fixed assets.

f) The Management has discarded the entire Furniture and Fixture as it stood in the Books as ; on 01st April, 2014 amounting to Rs. 99,337 and the same is debited to profit and loss account.

iv. The Management has found that the entire stores and spares amounting to Rs. 3,27,988 as on 01st April , 2014 have become obsolete and have written off the same . The same has been included in the Consumption of Stores and spares.

v. The stock of Inventories amounting to RS 13,214 as on 01stApril, 2014 has become unfit for : human consumption and has written off the same. The same has been included in the Increase/ (Decrease) in stock.

vi. The Company has consolidated its Authorised Share Capital by cancelling the Preference Share Capital and aggregating with Equity Share Capital.

vii. In the opinion of the management, the Company has provided the provisions for deferred tax : assets on account of carry forward losses as well as on the timing differences for the period in which there is virtual certainly of sufficient future income for realisation in future years, in accordance with AS-22 " Accounting For Taxes On Income " issued by the Institute of Chartered : Accountants of India.

viii. No provision for taxation has been made during the year since neither there is taxable income 5 nor book profit was earned as per the provisions of section 115JB of The Income Tax Act, 1961.

ix. The Financial Statement and Notes on Account has been prepared as per Companies Act, 2013 | with their Schedule as the same is effective from 1st April, 2014.

x. Effective from 1st April, 2014, the Company has charged depreciation based on the useful life of the assets as per the requirement of Schedule II of the Companies Act, 2013. It has recomputed the depreciation on various fixed assets in accordance with and in the manner prescribed with Part C of Schedule II of the Companies Act, 2013. The aggregate difference between the ' depreciation so computed as per the companies Act, 2013 till 31st March, 2014 and the depreciation charged in the accounts till 31st March, 2014 has been debited to the opening balance of profit & Loss Account, if required.

xi. SEGMENT REPORTING:

a) The Company has discontinued its present operation i.e. manufacturing and trading in ¦ Vanaspati and Edible Oil and commodities. Thus there are now no reportable segments because of discontinued operation.

b) The Company is in the process of commencing Real Estate Business for which it is taking steps for completion of necessary formalities. It has incurred certain expenses and the same is shown as pre-operative expense under project expenses.

xii. Project Expenses under capitalization is in respect of real Estate business which will be capitalized upon completion of project.

xiii. No amount is due to Micro, Small and Medium Enterprises (identified on the basis of information made available during the year by such enterprises to the company). No interest in terms of Micro, Small and Medium Enterprises Development Act, 2006 has been either paid or accrued during the year.

xiv. Regarding Impairment of Assets under AS-28 issued by the ICAI the Company has undertaken a systematic process to find out the realization value of the assets. Impairment if any, will be considered in the Accounts in the year in which it is ascertained.

xv. Regarding provision of contingent liabilities and assets under AS29 issued by the I.C.A.I the company is in process to ascertain the value of contingent liabilities and assets and suitable provisions will be made as soon as figures are ascertained.

xvi. No provision for gratuity has been made in respect of existing employees as they have not put in completed year of service.

xvii. No provision for leave salary has been made in the accounts as there are no leave to the credit of the employees during the current financial year.

xviii. Value of Import of C.I.F. Basis : Rs. Nil (Previous year Rs. Nil)

xix. Value of Export on F.O.B. Basis : Rs. Nil (Previous year Rs. Nil)

xx. Expenditure in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

xxi. Earning in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

xxii. Figures of the current year have been regrouped/rearranged or reclassified where ever considered necessary to conform to current year presentation.

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Mar 31, 2014

1. Contingent Liabilities not provided for

a) Demand under West Bengal Sales Tax Act for the year 2004-05 of Rs. 82.38 Lacs is under appeal.

b) Custom Duty demand of Rs.317296/- against import of Crude Palm Oil for the period from 05/12/2008 to 11/04/2010, as per order of Commissioner Central Excise (Appeals-I) against which Appeal is preferred before Appellate Tribunal.

2. Capital commitment remaining to be executed as on 31st March, 2014 Rs. Nil (previous year Rs. Nil) net of advances.

3. The company's Sales Tax dues amounting Rs. 1,01,43,000/- was converted into a soft loan carrying interest @ 6.75% p.a. by the Government of West Bengal, which was repayable in eight equal installment commencing from 31/12/2000. The Principal and interest has not been paid by the Company, through the liability for interest has been accounted for as per agreement.

4. The company's production have discontinued with effect from 15th July, 2011. The company has obtained license from Food Safety Standards Authority of India for production however due to non clearance by the pollution control Board but due to non availability of orders from buyers the company could not restart its production.

5. The Company has issued and allotted 26,00,000 equity shares of Rs.10/- each at a price of Rs.30/- per share on preferential basis as per SEBI guidelines. The said shares were allotted on 13/01/2014. The said shares are under lock in for a period of 12 months from the date of allotment (i.e 13/01/2014). The Company has utilized a portion of the said funds for redemption of the outstanding preference shares.

6. The company has redeemed Preference Shares outstanding as on 01/04/2013 Rs.60,00,000/- on 15/01/2014 out of the proceeds from issue of fresh shares. There are no preference shares outstanding for redemption as on 31/03/2014.

7. The Company has provided for dividend on preference shares from 01/04/2013 till the date of redemption Rs. 23,835/- and tax thereof amounting to Rs. 4,051/-.

8. The Company has released all its employees during the year and has settled all their retirement dues till date at the time of their release.

9. Gratuity liability (none funded) read together with note No.38 as on 31/03/2014 is Rs. NIL (PY Rs. 21.77 Lacs).

10. The Company has discontinued its manufacturing operation since 15/07/2011 and is now trading in Vanaspati and Edible Oil and commodities. There are now no reportable segments because of discontinued operation.

11. As regards related party disclosures as per AS 18 issued by the Institute of Chartered Accountants of India:

1. Key Management personnel:

a. Mr. Ramesh Chandra Daga, Director

b. Mr. Tanmoy Mondal, Director

c. Mr. Vivek Kumar Pachisia, Director

d. Mr. Sudarson Kayori, Director

e. Mr. Arun Chakraborty, Director

2. Enterprises in which the Director have substantial influence:

a. SILVERLAKE DEALERS PVT. LTD.

12. No amount is due to Micro, Small and Medium Enterprises (identified on the basis of information made available during the year by such enterprises to the company). No interest in terms of Micro, Small and Medium Enterprises Development Act, 2006 has been either paid or accrued during the year.

13. Regarding Impairment of Assets under AS-28 issued by the ICAI the Company has undertaken a systematic process to find out the realization value of the assets. Impairment if any, will be considered in the Accounts in the year in which it is ascertained.

14. Regarding provision of contingent liabilities and assets under AS29 issued by the I.C.A.I the company is in process to ascertain the value of contingent liabilities and assets and suitable provisions will be made as soon as figures are ascertained.

15. Value of Import of C.I.F. Basis : Rs. Nil (Previous year Rs. Nil)'

16. Value of Export on F.O.B. Basis : Rs. Nil (Previous year Rs. Nil)

17. Expenditure in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

18. Earning in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

19. Figures of the current year have seen regrouped / rearranged where ever considered necessary