The Company was wound up by an order dated 4th February 2008 passed by the Hon. Bombay High Court. Subsequently, on 10th September, 2009, the Hon. Bombay High Court accorded sanction to a scheme of Compromise/ Arrangement under section 391 to 393 of the Companies Act, 1956, for the revival of the Company and has stayed the Winding-up order dated 4th February, 2008.

NOTE 2:

Non-Convertible Debentures (Series A)

means 8 years (redeemable on or before the expiry of 8 years) Secured Non-Convertible Debentures, each of the face value of Rs. 1,00,000/- at par carrying 0% interest for the first three years (upto 09/10/2012), thereafter carrying interest in the 4th and 5th years at 9% p.a. and thereafter until maturity at 12% p.a and secured by way of floating charge upon all the present and future assets of the Company.

Accordingly interest on these Debentures has been provided for the year 2013/14 @ 9% p.a. amounting to Rs 2,70,00,000/-.

Non-Convertible Debentures (Series B)

means 7 years (redeemable on or before the expiry of 7 years) Zero Percent Secured Non-Convertible Debentures, each of the face value of Rs. 1,00,000/- at par and secured by way of charge on all fixed assets of the Company, ranking pari-passu with the chargeholder of Series A Debentures and floating charge on all other assets of the Company, both present and future. The pari passu charge to be restricted upto Rs. 5 crores only.

NOTE 3: RELATED PARTY DISCLOSURE:

A. Relationship:

I Key Management Personnel:

1. Mr. Homi Framroze Mehta

II Other related parties where controls/ significant influence exist:

Homi Mehta & Sons Pvt. Ltd.

Related party relationship is as identified by the Company and relied on by the Auditors.

B. Details of transactions with related parties referred in (A) above in ordinary course of business: NIL

NOTE 4:

(i) As per the Scheme of Compromise sanctioned by the Bombay High Court in 2009, amounts aggregating to Rs. 9.71 crores were payable to erstwhile workmen, based on Recovery Certificates in respect of 2,185 workmen issued in the year 2003 by Asst. Labour Commissioner, Navsari. The Company thereupon deposited with the Mamlatdar, Gandevi Rs. 3.03 crores and issued cheques in favour of individual workmen aggregating to Rs. 6.63 crores, thus satisfying the claims entirely.

In terms of the latest order passed by Justice Patel of the Bombay High Court on 15/01/2014, the Mamlatdar, Gandevi was asked to transfer all unclaimed amounts of the workmen to the Official Liquidator, Bombay High Court, which has been implemented.

(ii) Subsequent to the sanction of the Scheme, further Recovery Certificates were issued by the Asst. Labour Commissioner, Navsari, in respect of 386 workmen aggregating to Rs. 1,89,83,135.

The Official Liquidator wrote to the Controlling Authority under the Payment of Gratuity Act that these fresh claims are not payable as the relevant orders had been passed after date of winding up of the Company, and without mandatory sanction from the Bombay High Court, where liquidation proceedings are still pending.

Taking cognizance of this information, the Controlling Authority passed an order dated 02/08/2011 withdrawing the Recovery Certificates.

Withdrawal of the said orders was challenged by a group of workmen before the Gujarat High Court., wherein the Hon Gujarat High Court has upheld the order of the Controlling Authority.

The said order of the Gujarat High Court has been further challenged by the group of workmen before the Hon. Supreme Court of India. The Special Leave Petition filed by the workmen is yet to be admitted by the Hon. Supreme Court.

The Company has been advised that no provision be made in the accounts for the additional amount of Rs. 1,89,83,135. However the Company has provision of Rs. 73,08,495 for Gratuity and other related claims carried over from an earlier year.

NOTE 5:

Previous year's figures have been regrouped, recast or reclassified wherever necessary.

NOTE 6:

Earnings per share has been computed with reference to losses of Rs. 21,824,653/- and 200,000 equity shares (Previous Year Rs. 14,436,979/- and 89,000 equity shares)

There is no diluted earnings per share as there are no dilutive potential equity shares.

NOTE 7:

In the opinion of the directors and to the best of their knowledge and belief, the value on realization of Current Assets, Loans and Advances, in the ordinary course of Business, would not be less than the amount at which they are stated in the Balance Sheet and provision for all known liabilities is adequate.

NOTE 8:

Contingent Liability provided for Rs. NIL(NIL)

A) Expenses in Foreign Currency               NIL       NIL

B) Earning in Foreign Exchange                NIL       NIL