Notes to Accounts of West Leisure Resorts Ltd.

Mar 31, 2015

1. Rights, Preference and Restrictions attached to Equity Shares:

The Company has oniy one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

During the year ended 31st March 2015, the amount of dividend proposed per share for distribution to equity shareholders was NIL (31st March 2014 NIL).

2. Other Payables includes * NIL (Previous Year: Rs. 2,48,40,000) being premium payable on redemption of 4,60,000 8% Cumulative Redeemable Preference Shares of Rs. 10 each at the expiry of one year from the date of issue of shares by West life Development Ltd i.e. 16.10.2012 as the same were redeemed at a premium of Rs. 54 per share during the reporting year.

3. Segment Information

The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organisation structure and internal reporting system.

4. Related Party Disclosures (AS-18)

A. Related parties and nature of relationship: Names of Parties

1 Person having control

1 Holding Company West life Development Ltd (Under Scheme of Arrangement, ceased to be Holding Company w.e.f. 17.08.2013)

2 Others (w.e.f. 17,08.2013) Shri Banwarl Lai Jatia (Promoter)

2 Relative of person having control Smt Usha Devi Jatia

3 Key Management Personnel Shri Chandra Kant Khaitan (CFO)

Shri Peter Francisco Fernandes (Secretary)

Enterprises & other parties over which persons having control are Vishwas Investment & Trading Co able to 4 exercise significant Pvt Ltd influence with whom transactions have taken place during the year :

Winmore Leasing & Holdings Limited

Concept Highland Business Pvt Ltd

Hard castle & Waud Mfg Co. Limited

Hardcastie Restaurants pvt Ltd

Anand Veena Twisters Pvt Ltd

5. Contingent Liabilities

Contingent. Liabilities as a t March 31. 2015 Rs. NIL (Previous Year Rs. NIL)

6. Details of dues to Micro, Small & Medium Enterprises

The Company has not received any information from the concerned entities regarding their status under the Micro,Small & Medium Enterprises Development Act, 2006 and hence no disclosure required under the said Act has been made.

7. In the opinion of the Board of Directors, the Current Assets and Non Current Assets have a value on realization in the norma course of business atleast equal to the values at which they are stated in the Balance Sheet.

8. Debtors, Creditors, Advances and other debit balances are subject to confirmation.

9. Previous year figures

a) Figures of the previous year have been re-grouped and re-classified wherever necessary to correspond with the figures of the current period.

B) Figures have been rounded off to nearest rupee.

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Mar 31, 2014

1. Corporate Information

West Leisure Resorts Limited was originally incorporated as a Private Limited Company in the name and style of "West Leisure Resorts Private Limited" on 18th January 2008. Subsequently, the Company was converted into a Public Limited Company with effect from 23rd July, 2013 pursuant to a Scheme of Arrangement sanctioned by the Hon'ble Bombay High Court under Sections 391-394 of the Companies Act, 1956 and a fresh Certificate of Incorporation dated 08th August, 2013 issued by Registrar of Companies, Mumbai, Maharashtra, and the name of the Company was changed to "West Leisure Resorts Limited".

The Company was incorporated to carry on business in the leisure and hospitality industry, mainly resorts, entertainment and recreational arenas, restaurants, shopping malls and other related/ancillary activities.

Having not found an appropriate opportunity yet to proactively venture into the hospitality industry, one of the important objects for which the company was formed, the Company is presently engaged In:

a) Trading activities of various goods;

b) Providing and supplying human resources;

c) Investing in shares, mutual funds and other securities for liquidity management; and

d) Lending.

1.1 Basis of Preparation

The financial statements of the Company have been prepared and presented in accordance with the generally accepted accounting principles in India under the historical cost convention on an accrual basis. The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the Company and are consistent with those used In the previous year.

Under a composite Scheme of Arrangement between, inter alia, the Company and West life Development Ltd (WDL) duly approved by the Bombay High Court ("the Court") on 19.07.2013, a part of the undertaking of WDL has been demerged into the Company w.e.f. 01.10.2012. All transactions pertaining to the said demerged undertaking between 01.10.2012 and 22.07.2013 have under the Scheme to be treated on account of the Company and accordingly all such transactions have been considered to be on account of the Company.

In lieu of the demerger, the Company has issued

i) Equity Shares to the Shareholders of WDL and resultantly 26,66,669 equity share held by WDL in the Company have been treated to be annulled ; and

ii) Preference Shares to the Preference Shareholders of WDL.

Consequently, the Company has ceased to be a subsidiary of WDL w.e.f. 17.08.2013.

The Authorized Capital of the Company was increased by Rs 46,00,000 to facilitate issue of the aforesaid Preference Shares under the Scheme.

As the Scheme was approved by the Court on 19.07.2013, effect of the Scheme couldn't be given in the financial statements for the financial year 2012-13. The effect of the said scheme on the financial statements has been given during the current financial year.

In accordance with the Scheme, the Company has acquired assets and liabilities as on the appointed date of the demerged undertaking at the book values and the consequential difference amounting to Rs. 15,75,87,319 has been transferred to Capital Reserve Account in the books of the Company.

2. Other Payables includes r 2.48,40,000 (Previous Year: NIL) being premium payable on redemption of Preference Shares at the expiry of one year from the date of issue of shares by Westlake Development Ltd i.e. 16.10.2012 as the same are Intended to be redeemed within 12 months.

3. Segment Information

The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organisation structure and Internal reporting system.

Management has identified four reportable segments namely Financial. Trading and Services.

Secondary Segment Information - Geographical Segments

Entire Business Activities being in India, hence there are no reportable Geographical Segments.

4. Related Parties Disclosures

Category of Related Parties Names of Parties

A Where control exists-

1 Holding Company

West life Development Ltd (Under Scheme of Arrangement, ceased to he Molding Company w.e.f. 17.08.2013) (Refer Note 1.1)

2 Others (w.e.f 17 08 2013)

Shrt. Banwan Lal Jatia (Promoter)

2 Others (w.e.f. 17.08.2013)

Horizon impex Pvt. Ltd (Substantial Interest)

Subh Ashish Exim Pvt. Ltd (Substantial Interest)

B Others with whom transactions have taken place during the year

1 Entities where the Promoter has significant influence

Vishwas Investment & Trading Co Pvt Ltd

Hard castle Petrofer Private Limited

Concept Highland Business Pvt Ltd

Hard castle & Waud Mfg Co. Limited

Hard castle Restaurants Pvt Ltd

2 Relative of Promoter Mrs Usha Devi Jatia

5. Contingent Liabilities

Contingent Liabilities as at March 31. 2014 Rs. NIL (Previous Year Rs NIL)

6. Details of dues to Micro, Small ft Medium Enterprises

The Company has not received any information from the concerned entities regarding their status under the Micro Small ft Medium Enterprises Development Act, 2006 and hence no disclosure required under the said Act has been made.

7. In the opinion of the Board of Directors, the Current Assets and Non Current Assets have a value on realization in the normal course of business atleast equal to the values at which they are stated In the Balance Sheet.

8. Promoter Group:

Mr. Banwan Lal Jatia is the promoter of the Company. The persons constituting the promoter group include following entities:

Achal Exim Private Limited, Akshay Anush Impex Private Limited. Acacia Impex Private Limited, Anand Veena Twisters Private Limited. Concept Highland Business Private Limited, Hard castle ft Waud Mfg Co. Limited. Hard castle Petrofer Private Limited. Hawcoplast Investments ft Trading Limited, Horizon Impex Private Limited, Houghton Hard castle (India) Limited. Hawco Lubricants Private Limited. Saubhagya Impex Private Limited. Shri Ambika Trading Co. Private Limited, Subh Ashish Exim Private Limited. Vandeep Trade links Private Limited, Vishwas Investment ft Trading Co. Private Limited. Win more Leasing ft Holdings Limited. West Pioneer Properties (India) Private Ltd, Amit BL Properties Private Ltd, Ridhika Properties Private Ltd. West life Development Ltd, Had castle Restaurants Pvt. Ltd. Holdings Ltd. J ft K Speciality Chemicals LLP. Hawco Petrofer LLP. Smt Lalita Devi Jatia. Smt Usha Devi Jatla. Shri Amit Jatia. Smt Smita Jatia. Shri Akshay Jatia, Shri Anush Jatia, Shri Anurag Jatia, Smt Shallini Jatia. Miss Ridhika Banwahlal Jatia - HUE, Amit Jatia - HUE and Anurag Jatia HUE

9. Debtors, Creditors, Advances and other debit balances are subject to confirmation.

10. Previous year figures

a) Figures of the previous year have been re-grouped and re-classified wherever necessary to correspond with the figures of the current period.

b) Figures have been rounded off to nearest rupee.