Notes to Accounts of Aqua Logistics Ltd.

Mar 31, 2013

Company overview

Aqua Logistics Limited ("the Company") is a leading international freight forwarding Company. The Company provides end to end logistics services and has emerged as one of the strongest process driven logistics companies in India.

1. Parties'' account balances are subject to confirmation and reconciliation. However, in the opinion of the Board of Directors, Current Assets are expected to realize the stated values if realized in the ordinary course of business.

2. Land (Mines) acquired during the year by the company outside India for which the transfer formalities of title in the name of the company is pending due to non-receipt of requisite permissions from the concerned authorities.

3. Capital Work in Progress represents advance payment and expenses incurred on setting up storage infrastruc- ture. In view of the down turn in the economy no further expenditure was incurred during the year and the management is confident that the present estimated realisable value of these assets is more than the carrying amount of the asset in the books of the company.

4. Contingent liability not provided for in the accounts -

a) Claims against the company not acknowledged as debts- Rs.433.42 Lakhs (previous year -Rs.291.02 lakhs).

b) In respect of counter guarantees given to Banks- Rs.100 lakhs (previous year -Rs.100 lakhs).

5. The Company has not received any Memorandum (as required to be filed by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March 2013 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is Rs. NIL.

6. No amount is paid / payable by the Company under Section 441A of the Companies Act, 1956 (cess on turnover) since the rules specifying the manner in which the cess shall be paid has not yet been notified by the Central Government.

7. Deferred Revenue Expenditure:

The Company embarked on an advertisement Campaign and has spent Rs. 499.64 lakhs as at the year ended 31st March 2011. In the opinion of the management, the benefit of this exercise is expected to accrue over an extended period and is not exhausted during the period covered by the Statement of Profit and Loss and therefore, this expenditure has been treated as deferred revenue expenditure. The same is being charged to the Statement of Profit and Loss over a period of five years, commencing from the accounting year 2010-11. Accordingly a sum of Rs. 99.93 lakhs was written off to the Statement of Profit and Loss during the year and the balance of Rs. 199.85 lakhs is to be charged to Statement of Profit and Loss in the subsequent years.

8. No provision has been made in the accounts for the demands raised by the Income Tax Department pertaining to the Assessment Year 2009-10amounting toRs.158.88 lakhs and Assessment Year 2010-11 Rs.274.54 (March 31, 2012 Rs.291.02 lakhs/-). The same has been disputed by the Company before the Appellate Authorities and the concerned Assessing Officer respectively. Based on the decisions of the Appellate Authorities and the interpretations of the relevant provisions of the Income Tax Act, 1961, the Company is of the opinion that the demands raised are most likely to be deleted. Accordingly no provision has been made for this demand.

9. Segment Reporting

The company is engaged in only one segment of business which is International Freight Forwarding and Customs House Agency work, the risk and return of which are similar. Hence there is no requirement of Segment Reporting in accordance with Accounting Standard 17.

10. Disclosure of Related Party Transactions as per AS 18

During the year the company entered into transactions with the following related parties. Those transactions along with the related party balances as at 31st March 2013are given in the following table.

1) Related Parties where Control Exists:

a) Subsidiaries:

i) Aqua Logistics FZE

2) Key Management Personnel:

a) Mr. Harish G.Uchil - Managing Director & Chief Executive Officer

b) Mr. Rajesh G.Uchil - Whole Time Director

c) Mr. M. S.Sayad - Whole Time Director

3) Enterprises where Key Management Personnel exercise significant influence

a) Harapa International Private Limited

b) Aqua Specialized Transport Private Limited

c) Aqua Management Consulting Group Private Limited

d) Trikon Electronics Private Limited

e) Lefworld Private Limited

f) Aqua PCW Private Limited

g) Aqua Star Distribution Logistics Private Limited

4) Relatives of Key Management Personnel

a) Mr. Gopalkrishna G. Uchil

b) Mrs. ParvathiUchil

11. Previous year figures have been regrouped and reclassified wherever necessary to conform with current year''s classification.

12. Figures presented are in rupees-lakhs except Share data and Earnings per Share.

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Mar 31, 2012

Company overview

Aqua Logistics Limited ("the Company") is a leading international freight forwarding Company. The Company provides end to end logistics services and has emerged as one of the strongest process driven logistics companies in India.

Secured Term Loans from Banks comprise of vehicle loans from HDFC Bank Ltd, ICICI Bank Ltd and Axis Bank Ltd. The aforesaid loans are secured by hypothecation of the motor vehicles purchased through their assistance.

Secured Term Loans from others comprise of vehicle loans from Tata Capital Ltd and Volkswagen Finance Ltd. The aforesaid loans are secured by hypothecation of the motor vehicles purchased through their assistance.

1.1 Secured Working Capital loans from bank comprise of Working Capital facility availed from M/s. Bank of India which is secured by a first charge by way of equitable mortgage on the office premises situated at No. 3, 5th floor, B-Wing Trade Star Building, Andheri - Kurla Road, Marol, Andheri (East), Mumbai owned by the Company.

The aforesaid facility is further secured by immovable property belonging to one of the directors, pledge of shares and personal guarantees of two of the directors of the Company

1.2 Unsecured Short Term loans from others include Short Term Loan from Sicom Ltd secured by pledge of shares belonging to all the promoters of the Company and further secured by way of Personal Guarantees by two directors of the Company.

1.3 The Company has defaulted in repayment of Short Term Loan to Sicom Ltd as below Period of Default - Since November 2011

2.1 The Company has not received any Memorandum (as required to be filed by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March 2012 as Micro, Small or Medium Enterprises.

2.2 Trade Payables include a sum of Rs. 17.73 lakhs (March 31, 2011 Rs. 37.84 lakhs) as due to Companies/Firms where the Directors are interested.

3.1 Trade Receivables includes a sum of Rs. 6.75 lakhs (March 31, 2011 Rs. 0.30 lakhs) due from Companies where the Directors are interested.

4. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company for the preparation and presentation of its financial statements.The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

5. Parties' account balances are subject to confirmation and reconciliation. However, in the opinion of the Board of Directors, Current Assets are expected to realize the stated values if realized in the ordinary course of business.

6. Contingent liability not provided for in the accounts -

a) Claims against the company not acknowledged as debts - Rs. 291.02 Lakhs (Previous Year - Rs. 89 lakhs)

b) Bills discounted and purchased -Rs. Nil (Previous year - Rs. 1,580 Lakhs)

c) Counter Guarantees in respect of guarantees given by Banks -Rs. 100 lakhs ( previous year - Rs. 310 lakhs)

7. The Company has not received any Memorandum (as required to be filed by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March 2012 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is Rs. NIL.

8. No amount is paid / payable by the Company under Section 441A of the Companies Act, 1956 (cess on turnover) since the rules specifying the manner in which the cess shall be paid has not yet been notified by the Central Government.

9. Deferred Revenue Expenditure

The Company embarked on an advertisement Campaign and had incurred a sum ofRs. 499.64 lakhs as at the year ended 31st March 2011. In the opinion of the management, the benefit of this exercise is expected to accrue over an extended period. This expenditure has been treated as Deferred Revenue Expenditure. The same is being charged to the Statement of Profit and Loss over a period of five years, commencing from the accounting year 2010-11. Accordingly a sum of Rs. 99.93 lakhs was written off to the Statement of Profit and Loss during the year and the balance of Rs. 299.79 lakhs is to be charged to Statement of Profit and Loss in the subsequent years.

10. No provision has been made in the accounts for the demands raised by the Income Tax Department pertaining to the Assessment Year 2009-10 amounting to Rs.291.02 lakhs (March 31, 2011 Rs.Nil/-). The same has been disputed by the Company before the Appellate Authorities and the concerned Assessing Officer respectively. Based on the decisions of the Appellate Authorities and the interpretations of the relevant provisions of the Income Tax Act, 1961, the Company is of the opinion that the demands raised are most likely to be deleted. Accordingly no provision has been made for this demand.

11. Segment Reporting

The company is engaged in only one segment of business which is International Freight Forwarding and Customs House Agency work, the risk and returns of which are similar. Hence there is no requirement of Segment Reporting in accordance with Accounting Standard 17.

12 Disclosure of Related Party Transactions as per AS 18

During the year the company entered into transactions with the following related parties. Those transactions along with the related party balances as at 31st March 2012are given in the following table.

1) Related Parties where Control Exists:

a) Subsidiaries:

i) Aqua Logistics (M) SDN BHD

ii) Aqua Logistics HK Private Limited

iii) Aqua Logistics FZE

b) Step-down Subsidiaries:

i) AGI Logistics Limited

ii) CIT Logistics Limited

iii) TAG Logistics Limited

2) Key Management Personnel:

a) Mr. Harish G.Uchil - Managing Director & Chief Executive Officer

b) Mr. Rajesh G.Uchil - Whole Time Director

c) Mr. M. S.Sayad - Whole Time Director

3) Enterprises where Key Management Personnel exercise significant influence

a) Harapa International Private Limited

b) Aqua Specialized Transport Private Limited

c) Aqua Management Consulting Group Private Limited

d) Trikon Electronics Private Limited

e) Lefworld Private Limited

f) Aqua PCW Private Limited

g) Aqua Star Distribution Logistics Private Limited

h) Aqua Nikkos Logistics Private Limited

4) Relatives of Key Management Personnel

a) Mr. Gopalkrishna G. Uchil

b) Mrs. ParvathiUchil

13 Figures presented are in rupees-lakhs except Share data and Earnings per Share.

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Mar 31, 2011

1. Secured Loans from banks comprise of

a) Secured Overdraft of Rs. 29,96,78,668 from Bank of India is secured by a frst charge by way of equitable mortgage on company's immovable properties comprising land and buildings and other structures now or hereafter to be erected and fixed machinery and plant, fixtures and fittings now or hereafter to be erected or installed thereon and personal guarantees of the directors.

b) Secured Overdraft from Yes Bank of Rs. 2,00,29,397 is secured by fixed deposits.

c) Vehicle loans from banks amounting to Rs. 7,09,77,088 are secured by the respective assets acquired under their assistance and personal guarantees of the directors.

2. Unsecured Loan

Unsecured Loan from others includes amount due for not more than one year of Rs. 30Crore (Previous Year Nil) due to SICOM Limited which is guaranteed by three Directors of the Company.

3. Loans and advances include a sum of Rs. 1,735.14 lakhs advances towards share subscription and advance for services (maximum amount outstanding during the year Rs. 1,735.14 Lakhs).

4. Contingent liability not provided for:- a) Claims against the company not acknowledged as debts Rs. 89 lakhs (Previous Year – Rs. 89 lakhs)

b) Bills discounted and purchased as Rs. 1,580 lakhs. (Previous Year – Rs. 960 lakhs)

c) In respect of counter guarantees given to Bankers Rs. 310 lakhs (Previous Year – Nil)

5. Disclosure of Related Party Transactions as per AS 18

During the year, the Company entered into transactions with the following related parties. Those transactions along with the related balances as at 31st March 2011 and for the year ended are given in the following table:

a) Enterprises in which Key Managerial Personnel have significant infuence:

Harapa International Private Limited

Aqua Specialized Transport Private Limited

Aqua Management Consulting Group Private Limited

Trikon Electronics Private Limited

Lefworld Private Limited

Aqua PCW Private Limited

Aqua Star Distribution Logistics Private Limited

b) Key Management Personnel:

Mr. Harish G Uchil – Managing Director & Chief Executive Officer

Mr. Rajesh. G. Uchil – Whole Time Director

Mr. M S Sayad – Whole Time Director

c) Relatives of Key Management Personnel:

Mr. Gopalakrishna G Uchil

Mrs. Parvathi Uchil

6. Deferred Revenue Expenditure

The company embarked on a advertisement campaign and has spent Rs. 4,99,64,575 as at the year ended 31st March 2011. In the opinion of the management, the benefit of this exercise is expected to accrue over an extended period and is not exhausted during the period covered by the Profit and Loss Account and such major expenditure has been treated as deferred revenue expenditure and the same would be charged to profit and loss account over a period of fve years commencing from accounting year 2010-11. Accordingly a sum of Rs. 99,92,915 was written off to profit and loss account during the year and the balance of Rs. 3,99,71,660 would be charged to profit and loss account in the subsequent years.

7. In the opinion of the directors, all the current assets Loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated except as expressly stated otherwise

8. The Company has not received any memorandum (as required to be fled by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March 2011 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is NIL.

9. Parties account balances are subject to confrmation and reconciliation. However, the management does not expect any material variation.

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

11. Previous year fgures have been regrouped, reworked, re arranged and reclassified wherever necessary to conform to current year's classification.

12. Schedules '1 to 17' form an integral part of the Balance sheet as at March 31, 2011 and Profit and loss account for the year ended March 31, 2011 and have been duly authenticated.

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Mar 31, 2010

1. Secured Loans from banks comprise of

a) Secured Overdraft of Rs. 293,218,199 from Bank of India which is secured by a first charge by way of equitable mortgage on companys immovable properties comprising land and buildings and other structures now or hereafter to be erected and fixed machinery and plant, fixtures and fittings now or hereafter to be erected or installed thereon.

b) Vehicle loans from banks amounting to Rs. 2,049,843 which are secured by the respective assets acquired under their assistance.

c) Secured loans from others comprise of Rs. 1,722,702 taken from hire purchase finance companies which are secured by assets acquired under their assistance.

2. Loans and advances include advances due from companies / firms in which Directors are interested is Rs. 454.76 Lakhs (maximum amount outstanding during the year Rs. 468.30 Lakhs)

3. Contingent liability not provided for:- a) Claims against the company not acknowledged as debts Rs. 89 lakhs. (Previous Year – Rs. 89 lakhs) b) Bills discounted and purchased as Rs. 960 lakhs. (Previous Year - Rs. 993 lakhs)

4. Disclosure of Related Party Transactions as per AS 18

During the year, the Company entered into transactions with the following related parties. Those transactions along with the related balances as at 31st March 2010 and for the year ended are given in the following table:

a) Enterprises in which Key Managerial Personnel have significant influence: Harapa International Private Limited

Aqua Specialized Transport Private Limited

Aqua Management Consulting Group Private Limited

Trikon Electronics Private Limited

Lefworld Private Limited

Aqua PCW Private Limited

b) Key Management Personnel:

Mr. Rajesh. G. Uchil - Whole Time Director

Mr. M S Sayad - Whole Time Director

Mr. Harish G Uchil - Managing Director and CEO

c) Relatives of Key Management Personnel:

Mr. Gopalakrishna G Uchil

Mrs. Parvathi Uchil

5. In the opinion of the directors, all the current assets Loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated except as expressly stated otherwise.

6. The Company has not received any memorandum (as required to be filed by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March 2010 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is NIL.

7. Parties account balances are subject to confirmation and reconciliation. However, the management does not expect any material variation.

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

9. Previous years figures have been regrouped, reworked, re arranged and reclassified wherever necessary to confirm to current years classification.

10. Schedules 1 to 16 form an integral part of the Balance sheet as at March 31, 2010 and Profit and loss account for the year ended March 31, 2010 and have been duly authenticated.

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Mar 31, 2009

1. Secured Loans from banks comprise of

a) Secured Overdraft of Rs. 296,634,064/= from Bank of India which is secured by a first charge by way of hypothecation of movable properties belonging to the company including whole of the current assets^pP^fi^^ompany, both present and future. /Yv}^)^S b) Deposit loan of Rs.2,01,97,066/= from Yes Bank which is secured by pledge of fixed deposits held with the same bank,

c) Deposit loan of Rs. 7,73,46,234/= from Canara Bank which is secured by pledge of fixed deposits held with the same bank.

d) Vehicle loans from banks amounting to Rs.29,48,443/= which are secured by the respective assets acquired under their assistance.

e) "Secured loans from others comprise of Rs. 1,52,620/= taken from hire purchase finance companies which are secured by assets acquired under their assistance.

2, Loans and advances including share application money from Companies/ Firms in which Directors are interested Rs.1157.15 lakhs (maximum amounts outstanding during the year Rs. 1157.15 lakhs)

3. Contingent liability not provided for:-

a) Claims against the company not acknowledged as debts Rs.89 lakhs.

b) Bills discounted and purchased as Rs. 993 lakhs.

4. Disclosure of Related Party Transactions as per AS 18

During the year, the Company entered into transactions with the following related parties. Those transactions along with the related balances as at 31si March 2009 and for the year ended are given in the following table :

a) Enterprises in which Key Managerial Personnel have significant influence:

Harapa International Private Limited

Aqua Specialized Transport Private Limited

Aqua Management Consulting Group Private Limited

b) Key Management Personnel:

Mr. Harish G Uchil - Whole Time Director Mr, Rajesh. G. Uchil - Whole Time Director Mr. M S Sayad - Whole Time Director

c) Relatives of Key Management Personnel:

Mr. Gopalakrishna G Uchil Mrs. Parvathi Uchil

5. In the opinion of the directors, all the current assets Loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated except as expressly stated otherwise

6. The Company has not received any memorandum (as required to be filed by the Supplier with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March 2009 as Micro, Small or Medium Enterprises, Consequently the amount paid / payable to these parties during the year is NIL

7. Parties account balances are subject to confirmation and reconciliation. However, the management does not expect any material variation.

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