Notes to Accounts of Alfavision Overseas (India) Ltd.

Mar 31, 2024

k Provisions, contingent liabilities and contingent assets

The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable

that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurance or non-occurance of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that the outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements.

Contingent assets are not recognised in the financial statements, however they are disclosed where the inflow of economic benefits is probable. When the realisation of income is virtually certain, then the related asset is no longer a contingent asset and is recognised as an asset.

Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits to be received from the contracts.

Financial instruments is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(i) Initial recognition

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit and loss are recognised immediately in the statement of profit and loss.

(ii) Financial assets

(I) Classification of financial assets

Financial assets are classified into the following specified categories: amortised cost, financial assets ‘at fair value through profit and loss'' (FVTPL), ‘Fair value through other comprehensive income'' (FVTOCI). The classification depends on the Company''s business model for managing the financial assets and the contractual terms of cash flows.

(II) Subsequent measurement

- Debt Instrument - amortised cost

Debt instruments that meet the following conditions are subsequently measured at amortised cost:

(a) if the asset is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and

(b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

- Fair value through other comprehensive income (FVTOCI)

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

(a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets. (b) The asset’s contractual cash flows represent solely payments of principal and interest.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses and reversals and foreign exchange gain or loss in the statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the effective interest rate method.

- Fair value through Profit and Loss (FVTPL):

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. In addition, the Company may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However,

such election is considered only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

(III) Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s statement of financial position) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

(IV) Effective interest method

The effective interest method is a method of calculating the amozrtized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimating future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premium or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognized in profit or loss and is included in the "Other income" line item.

(V) Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following:

• Financial assets measured at amortised cost;

• Financial assets measured at fair value through other comprehensive income (FVTOCI) Expected credit losses are measured through a loss allowance at an amount equal to:

• the 12-month expected credit losses (expected credit losses that result from those default events on the

• full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument). The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:

• Trade receivables or contract revenue receivables; and • All lease receivables

Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Company reverts to recognising impairment loss allowance based on 12-month ECL.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

(iii) Financial liabilities and equity instruments (I) Classification of debt or equity

Debt or equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

- Equity instruments:

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company''s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company''s own equity instruments.

(II) Subsequent measurement

- Financial liabilities measured at amortised cost:

Financial liabilities are subsequently measured at amortized cost using the effective interest rate (EIR) method. Gains and losses are recognized in statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortization is included in finance costs in the statement of profit and loss.

- Financial liabilities measured at fair value through profit and loss (FVTPL):

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition,

m Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

n Leases

Company as a lessee

The Company’s lease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short- term and low-value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.. The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will

exercise an extension or a termination option.

Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease. o Earnings per share

Basic earnings per share is computed and disclosed using the weighted average number of equity shares outstanding during the period. Dilutive earnings per share is computed and disclosed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the period, except when the results are anti-dilutive.

3 Key accounting judgements and estimates

The preparation of the Company’s financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

(i) Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

(ii) Allowance for uncollectible trade receivables

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the

receivable balances and historical experience. Additionally, a large number of minor receivables is grouped into homogeneous groups and assessed for impairment collectively. Individual trade receivables are written off when management deems them not to be collectible.

Note No. : 9.2 Credit Risk Management

In case of trade receivables, the Company does not hold any collateral or other credit enhancements to cover its credit risks. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain.

Footnote :

1) The average credit period is 30-90 days from the date of invoice. No interest is recovered on trade receivables for payments received after due date..

2) The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix.

32. SEGMENT REPORTING Business segments

The Company is primarily engaged in business of Agricultural Activities, which is considered by the management to constitute one business segment. Accordingly, there is no other separate reportable segment as defined by Ind AS 108 “Operating Segments”.

Geographical segments

Geographical revenues are allocated based on the location of service facilities and other assets of an enterprise. The Company provides all its services from India only and hence location of service facility is considered to be in India only, thus the Statement of profit and loss and Balance sheet depicts the picture of segment results and the Segmental assets and liabilities.

33 The Previous year figures have been regrouped and rearranged whereever considered necessary to confirm to this year''s clasification

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Mar 31, 2014

1. Previous year figure have been regrouped/rearranged wherever necessary.

2. Balances of some of the Sundry Debtors, Creditors, Loans & Advances are taken as per Books of Accounts and are subject to confirmation from respective parties.

3. Income Tax liability has been worked out as per provisions of Income Tax Act 1961.

4. Quantitative Details of Opening Stock, Purchase, Sales, and Closing Stock of Inventories are not Maintained

5. Expenditure and Earning in Foreign Currency: ----Nil----

6. Expenditure incurred on employees who are in receipt of remuneration of not less than Rs. 2400000/-p.a. if employed for a whole year and Rs.200000/- p.m if employed for a part of the year: -----Nil-----

7. In case where voucher and/or supporting are not available it has accepted as per the Books of Accounts maintained by the Assessee that the expenses have been incurred wholly & exclusively for the purpose of business or for creation of assets as the case may be. As explained to us mostly purchase & sales of Agriculture products made in cash and from/ to small farmers, for which proper supporting are not available.

8. Related Party Disclosures:

A. List of related Parties & Relationship:

a) Sisters Concern & Relatives:

i) M/s Alfavision Fibers P. Ltd

ii) M/s Vishnu Vision Credit & Capital Ltd.

9. The Computation of Net Profit in accordance with section 349 of the Companies Act, 1956 has not been given, as commission by way of percentage of profit is not payable for the year to any of the Directors of the Company.

10. In the opinion of the directors the assets had recoverable value as compared to their carrying cost and therefore no provision is considered necessary.

11. Opening balances have been incorporated from the Balance Sheet audited by erstwhile Auditors.

12. In the opinion of the Board the current assets, loans & advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they stated in the Balance Sheet.

13. The company''s bid for acquiring 9.8 Acres of land situated at Ujjain yielded into a letter of Intent No. MPSTC/95/MNG/97/ASSETS/ITU/1384 dated 28/11/1998 from MP Textile Corporation Ltd. The bid in favor of your company was contested by other interested parties in a P.I.L before MP High court and the decision was given in the favor of the company. Against this decision the other interested parties moved to Honorable Supreme Court of India, where the contention of those parties was dismissed. The transfer/possession of the said land to the company from the MPSTC Ltd is under the process.

It is Premature to account for the land until the documents of the said property comes under the company name. The recent orders of the high court & subsequent applications forwarded and as stipulated by Supreme Court, the Supreme Court also supports the contention of the company and given the decision in favor of Company. The Company has given the various representations to MPSTC Ltd and The Government of Madhya Pradesh and therefore is in process of registering the said land soon. Once the company takes control over the title and possession over the said land, whole booking of transaction will take place thereafter.

14. Schedules referred to herein are under the same signature and form an integral Hart of the Accounts.

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Mar 31, 2013

1. Previous year figure have been regrouped/rearranged wherever necessary.

2. Figure have been rounded off to the nearest rupee.

3. Balances of some of the Sundry Debtors, Creditors, Loans & Advances are taken as per Books of Accounts and are subject to confirmation from respective parties.

4. Income Tax liability has been worked out as per provisions of Income Tax Act 1961 please also refer note no. 18 for more details.

5. Quantitative Details of Opening Stock, Purchase, Sales, and Closing Stock of Inventories are not Maintained

6. Expenditure and Earning in Foreign Currency:

7. Expenditure incurred on employees who are in receipt of remuneration of not less than Rs. 2400000/-p.a. if employed for a whole year and Rs.200000/- p.m if employed for a part of the year: —Nil

8. In case where voucher and/or supporting are not available it has accepted as per the Books of Accounts maintained by the Assessee that the expenses have been incurred wholly & exclusively for the purpose of business or for creation of assets as the case may be. As explained to us mostly purchase & sales of Agriculture products made in cash and from/ to small farmers, for which proper supporting are not available.

9. Related Party Disclosures:

A. List of related Parties & Relationship: a) Sisters Concern & Relatives:

i)M/s Alfa vision Fibers P. Ltd

ii) M/s Vishnu Vision Credit & Capital Ltd.

10 The Computation of net Profit in accordance with section 349 of the Companies Act, 1956 has not been given, as commission by way of percentage of profit is not payable for the year to any of the Directors of the Company.

11. In the opinion of the directors the assets had recoverable value as compared to their carrying cost and therefore no provision is considered necessary.

12. Opening balances have been incorporated from the Balance Sheet audited by erstwhile Auditors.

13. In the opinion of the Board the current assets, loans & advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they stated in the Balance Sheet.

14. The company''s bid for acquiring 9.8 Acres of land situated at Ujjain yielded into a letter of Intent No. MPSTC/95/MNG/97/ASSETS/ITU/1384 dated 28/11/1998 from MP Textile Corporation Ltd. The bid in favor of your company was contested by other interested parties in a P.I.L before MP High court and the decision was given in the favor of the company. Against this decision the other interested parties moved to Honorable Supreme Court of India, where the contention of those parties was dismissed. The transfer/possession of the said land to the company from the MPSTC Ltd is under the process.

During the previous years, the company entered into an MOU with the Ujjai Estates Private Limited and other parties for the development of the said land. However since until now the land is under litigation and there is not Title control or possession of the company over the said land, hence no development work was initiated.

Further, MOU has been entered during the year by the company with Global Vision Infrastructures Private Limited and others (this MOU superseded all previous MOUs). Whereby the Global Vision Infrastructures Private Limited will develop the land as specified in the MOU and all the liabilities & Assets of Ujjai Estates Pvt. Ltd. to be taken over by Global Vision Infrastructures Private Limited.

According to the MOU, and considering the total Land allotment to be received in favor of the Company as per the MOU, the Company will be in possession and control of 120000 Sq. Ft of the aforesaid land. and 40000 Sq Ft of the land is to be reserved for Others (As per MOU) And thereafter, the remaining land of the company i.e. 240000 Sq. feet will be available for the development work to be carried out by Global Vision Infrastructures Private Limited in the near future.

It was also decided under the MOU to strike off the Company Ujjai Estates Private limited from the register of companies maintained under The Companies Act, 1956 and following the MOU the application for strike off was file with the ROC, and the same is "Under the Process of Strike Off" as on 31st march 2013.

It is Premature to account for the land until the documents of the said property comes under the company name. The recent orders of the high court & subsequent applications forwarded and as stipulated by Supreme Court, the Supreme Court also supports the contention of the company and given the decision in favor of Company. The Company has given the various representations to MPSTC Ltd and The Government of Madhya Pradesh and therefore is in process of registering the said land soon. Once the company takes control over the title and possession over the said land, whole booking of transaction will take place thereafter.

Accordingly in the Previous Years the entry of allotment of said shares in Ujjai Estates Private limited was passed in the books but at later stage, on expert advice, the same was reversed in the same years, as the company was not able to enforce sale of future rights.

Similarly as per expert advice, the income tax liability on all such transactions shall be attracted not this year but in the year when finality shall be arrived at hence, no income tax provision is made during the year on such transactions.

15. Schedules referred to herein are under the same signature and form an integral part of the Accounts.

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Mar 31, 2010

1. Previous year figure have been regrouped/rearranged wherever necessary.

2. Figure have been rounded off to the nearest rupee. Additional information as required under Para 4, 4 A, 4 B, 4C, 4D, of Part II of the Schedule VI of the Companies Act, 1956.

3. Balances of some of the Sundry Debtors, Creditors, Loans & Advances are taken as per Books of Accounts and are subject to confirmation from respective parties.

4. Income Tax liability has been worked out as per provisions of Income Tax Act 1961 please also refer note no. 18 for more details.

5. Quantitative Details of Opening Stock, Purchase, Sales, and Closing Stock of Inventories are not Maintained

6. Expenditure and Earning in Foreign Currency: ----Nil----

7. Expenditure incurred on employees who are in receipt of remuneration of not less than Rs. 2400000/-p.a. if employed for a whole year and Rs.200000/- p.m if employed for a part of the year: ---Nil---

8. In case where voucher and/or supporting are not available it has accepted as per the Books of Accounts maintained by the Assessee that the expenses have been incurred wholly & exclusively for the purpose of business or for creation of assets as the case may be. As explained to us mostly purchase & sales of Agriculture products made in cash and from/ to small farmers, for which proper supporting are not available.

9. Related Party Disclosures:

A. List of related Parties & Relationship:

a) Sisters Concern & Relatives:

i) M/s Alfavision Fibers P. Ltd

ii) M/s Vishnu Vision Credit & Capital Ltd.

iii) Mr. Omprakash Ghisalal

iv) Mrs. Rekha Goyal

B. Transactions with related parties

a) Nature of Transactions Amount / Rs

Income:

Sales to Alfavision Fibers Pvt. Ltd. 61178346/-

Expenses:

Remuneration paid to Managing Director 240000/-

10. The Computation of net Profit in accordance with section 349 of the Companies Act, 1956 has not been given, as commission by way of percentage of profit is not payable for the year to any of the Directors of the Company.

11. In the opinion of the directors the assets had recoverable value as compared to their carrying cost and therefore no provision is considered necessary.

12. Opening balances have been incorporated from the Balance Sheet audited by erstwhile Auditors.

13. In the opinion of the Board the current assets, loans & advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they stated in the Balance Sheet.

14. The company's bid for acquiring 9.8 Acres of land situated at Ujjain yielded into a letter of Indent No. MPSTC/95 /MNG /97 /ASSETS /ITU /1384 dated 28/11/1998 from MP Textile Corporation Ltd. The bid in favour of your company was contested by other interested parties in a P.I.L before MP High court and the litigation is yet continued with the result that your company could not pay the remaining consideration of Rs. 341 lacs and the transfer/possession of land to the company also became contingent upon the decision of the court & further action to be taken by MPSTC Ltd.

However in anticipation of acquiring the said land and selling it for a gain the Company entered into an MOU with Mr. Vinod Gupta. Therefore, in consideration of the sale of future rights, UJJAI ESTATES Pvt Ltd has allotted 1.20 Cr. Shares of Rs. 5 each to the company.

Though UJJAI ESTATES Pvt Ltd allotted the shares pursuant to the MOO dated 10/11/2007 your company in turn affected transfer of 50% of such shares to Mr Vinod Gupta in individual capacity as a consideration of & following outcome

1) The efforts of the second partner in contesting the presently pending litigation before the Hon'ble High Court of Madhya Pradesh, Indore & if required , before any other Body or Authority, including the Hon'ble Supreme Court of India, & meeting cost towards contesting the pending litigation.

2) Payment of a sum of Rs l,50,00,000(Rs one crore fifty lacs) to Alfavision by the Second partner, and

3)The balance amount ordered to be paid by the court, towards the cost of the land to MP State Textile Corporation, and any other charges and amounts, if any, thereon as may be directed to be paid by the court, which shall be paid by the second partner.

Further such Rs. 150 lacs received last year in the same related transaction was shown as unsecured loan owing to it being a part payment and our inability to fulfill our commitment to transfer the land to UJJAT ESTATES Pvt Ltd. As the transactions of 1.) Acquiring the land and sale thereof, and 2.) In the event of the unsuccessful sale & transaction of returning back 50% of the aforesaid shares are closely inter linked due to two way deal & the same being contingent upon the court decision, no finality has been arrived at and therefore it is premature to incorporate the same in the accounts. However, The earnest money of Rs. 301acs deposited with MPSTC remains shown as advance against land of MP textile corporation Ltd in the books of accounts.

The nature of the said transactions being closely interlinked & dependent on one another, also there is a condition in MOU that in case of failure in court the balance 3 Crores shares shall have to be transferred by the company to Mr. Vinod Gupta, hence the said shares are not freely transferable in the hands of the company, the allotment being conditional no finality being arrived at. It is Premature to account for the said transactions in the books of accounts in view of the fluid situation of the matter involving proposed sale of future right of land, the company has not yet become the owner of the land and is unable to deliver possession, the Board is of the view that the entire transaction can be completed and recorded only when the final judgment of the court is delivered & the effective sale is made by MPTC Ltd. to the company. The recent interim order of the high court also supports the contention of the company. And the company is hopeful to win the case.

Accordingly last year the entry of allotment of said shares was passed in the books but at later stage, on expert advice, the same was reversed at the year end as the company was not able to enforce sale of future rights.

Your company expects an early decision of the court and the transaction shall be accounted for when finality would be certain. Similarly as per expert advice, the income tax liability on all such transactions shall be attracted not this year but in the year when finality shall be arrived at hence, no income tax provision is made during the year on such transactions.

15. Schedules referred to herein are under the same signature and form an integral part of the Accounts.

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Mar 31, 2009

1. Previous year figure have been regrouped/rearranged wherever necessary.

2. Figures have been rounded off to the nearest rupee.

3. Balances of some of the Sundry Debtors, Creditors, Loans & advances are taken as per Books of Account and are subject to confirmation from respective parties.

4. No Provision for taxation is necessary in view of carry forward losses and unabsorbed depreciation and losses during the year.

5. Quantitative Details of Opening Stock, Purchase, Sales, and Closing Stock of Agriculture products & script are not Maintained.

6. Expenditure and Earning in Foreign Currency : -Nil-

7. Expenditure incurred on employees who are in receipt of remuneration of not less than Rs. 2400000/- p,a. if employed for a wjjgje year and R„s.200000/- p.m. if employed for a part of the year.: -Nil—

8. In case where voucher and/or supporting are not available it has accepted as per the Books of Account maintained by the Assesses the expenses have been incurred wholly & exclusively for the purpose of business or for creation of assets as the case may be. As explained to us mostly purchase & Sales of Agriculture products made in cash and from/ to small farmers, for which proper supporting are not available.

9. The Computation of net Profit in accordance with section 349 of the Companies Act, 1956 has not been given, as Commission by way of percentage of Profit is not payable for the year to any of the Directors of the Company,

10. In the opinion of the directors the assets had recoverable value as compared to their carrying Cost, and therefore no provision is considered necessary.

11. Opening balances have been incorporated from the Balance Sheet audited by erstwhile Auditors.

12. In the opinion of the Board the current assets, loans St advances have a value on realisation in the ordinary course of business, at least equal to the amounts at which they are stated in the Balance- Sheet.

13. Schedules referred to herein are under the same signature and form an integral part of the Accounts.

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Mar 31, 2008

1. Previous year figure have been regrouped/rearranged wherever necessary.

2. Figures have been rounded, off to the nearest rupee.

3. Balances of some of the Sundry Debtors, Creditors, Loans & advances are taken as per Books of Account and are subject to confirmation from respective parties.

4. No Provision for taxation is necessary in view of carry forward losses and unabsorbed depreciation and losses during the year.

5. Quantitative Details of Opening Stock, Purchase, Sales, and Closing Stock of Agriculture products & script are not Maintained.

6. Expenditure and Earning in Foreign Currency : -----Nil-----

7. Expenditure incurred on employees who are in receipt of remuneration of not less than Rs. 2400000/- p.a. if employed for a whole year and Rs.200000/- p.m. if employed for a part of the year. : -----Nil-----

8. In case where voucher and/or supporting are not available it has accepted as per the Books of Account maintained by the Assesses that the expenses have been incurred wholly & exclusively for the purpose of business or for creation of

9. The Computation of net Profit in accordance with section 349 of the Companies Act, 1956 has not been given, as Commission by way of percentage of Profit is not payable for the year to any of the Directors of the Company.

10. In the opinion of the directors the assets had recoverable value as compared to their carrying Cost, and therefore no provision is considered necessary.

11. Opening balances have been incorporated from the Balance Sheet audited by erstwhile Auditors.

12. In the opinion of the Board the current assets, loans & advances have a value on realisation in the ordinary course of business, at least equal to the amounts at which they are stated in the Balance- Sheet.

13. Schedules referred to herein are under the same signature and form an integral part of the Accounts.