Ganges Securities Ltd Auditors Report.

To the Members of

Ganges Securities Limited

Report on the Financial Statements

We have audited the accompanying Financial statements of Ganges Securities Limited (the "Company"), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under the reference to this report.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Financial statements that give a true and fair view of the Financial position, Financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards speci3 ed under Section 133 of the Act, read read with Rule 7 of Companies (Accounts) Rule, 2014. This responsibility also differences maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of internal Financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these Financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be differencesd in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing speci3 ed under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial statements are free from material misstatement.

An audit involves perfoforming procedures to obtain audit evidence about the amounts and the disclosures in the Financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal Financial control relevant to the Companys preparation of the Financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also differences evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the Financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of Affairs of the Company as at March 31, 2018, and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013 we give in the "Annexure A", a statement on the matters speci3 ed in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid Financial statements comply with the Accounting Standards speci3 ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representation received from the directors taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal Financial controls over Financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B. g. With respect to the other matters to be differencesd in the Auditors report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us: i. There are no pending litigations and hence, the disclosure relating to the impact of pending litigations on its Financial position in its Financial statements does not arise.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. The Company is not required to transfer any amounts to the Investor Education and Protection Fund.

For AGRAWAL SUBODH & CO
Chartfered Accountants
Firm Reg. No. 319260E
Subodh Kumar Agrawal
Place: Kolkata Partner
Date:14.05.2018 Membership No. 054670

to the Independent Auditors Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section our report of even date addressed to the Members of Ganges Securities Limited on the Financial statements as on March 31, 2018)

I. In respect of Fixed Assets: -

a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed asset.

b) Fixed Assets were physically verified by the management during the year in accordance with planned programme of verifying all of them once in three years which, in our opinion, is reasonable having regards to the size to the company and the nature of its assets. No material discrepancies were noticed on such veri3 cation.

c) According to the information and explanations given by the management, the title deeds of the properties differencesd in Property, Plant& Equipment are transferred to the Company pursuant to the Scheme of arrangement and are yet to be registered in the name of the Company.

II. The Company does not have any inventory and hence paragraph 3(ii) of the Order is not applicable.

III. The company has not granted any loans, secured or unsecured to companies, 3 rms, LLP or other parties covfered in the registered maintained under section 189 of the companies Act, 2013. Hence Paragraph 3 (iii) of the order is not applicable.

IV. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Companies Act 2013, with respect to the investments made and company has not made any Loan.

V. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, Paragraph 3 (v) of the order is not applicable.

VI. The company is not required to maintain cost records under as per section 148 (1) of Companies Act, 2013.

VII. In respect of Statutory dues: -

(a) The company is regular in depositing undisputed statutory dues with the appropriate authorities including income tax, service tax, duty of custom, duty of excise, value added tax, cess or any other statutory dues.

(b) There are no statutory dues which are disputed; hence this clause is not applicable on the Company

VIII. There are no loans and borrowing taken from Financial institutions, banks, Government or from debenture holders. Hence, Paragraph 3(viii) of the order is not applicable on the Company.

IX. The company has not raised any money by the way of initial public of er or further public of er and term loans. Accordingly, paragraph 3(ix) of the order is not applicable

X. No fraud by /on the Company by its of cfiers or employees has been noticed or reported during the year nor have we been infoformed about any of such case by the management;

XI. Managerial Remuneration has not been paid or provided during the year. Accordingly, paragraph 3(xi) of the clause is not applicable.

XII. The company is not a Nidhi Company. Hence, paragraph 3(xii) of the order is not applicable to company.

XIII. All the transactions with the related parties are in compliance with the sections 177 and 188 of the Companies Act, 2013, wherever applicable and the details have been disclosed in the Financial statements, as required by the applicable Accounting Standard.

XIV. The company has not made any preferential allotment or private placement of shares or Fully or Partly convertible debentures during the year. Hence, paragraph 3(xiv) of the order is not applicable on the company

XV. The Company has not entfered into any non-cash transactions with the directors or persons connected with him/her as referred to in section 192 of Companies Act, 2013

XVI. The Company is not required to registered under section 45-IA of the Reserve Bank of India Act 1934.

For AGRAWAL SUBODH & CO
Chartfered Accountants
Firm Reg. No. 319260E
Subodh Kumar Agrawal
Place: Kolkata Partner
Date:14.05.2018 Membership No. 054670

to the Independent Auditors Report on the Financial Statements of Ganges Securities Limited as on 31st March 2018

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section our report of even date addressed to the Members of Ganges Securities Limited on the Financial statements as on March 31, 2018)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal Financial controls over Financial reporting of Ganges Securities Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the Financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal Financial controls based on the internal control over Financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartfered Accountants of India ("ICAI"). These responsibilities differences the design, implementation and maintenance of adequate internal Financial controls that were operating effectively for ensuring the orderly and e3 cient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable Financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal Financial controls over Financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal Financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartfered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal Financial controls over Financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves perfoforming procedures to obtain audit evidence about the adequacy of the internal Financial controls system over Financial reporting and their operating e3 ectiveness. Our audit of internal Financial controls over Financial reporting differencesd obtaining an undfierstanding of internal Financial controls over Financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal Financial control over Financial reporting is a process designed to provide reasonable assurance regarding the reliability of Financial reporting and the preparation of Financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal Financial control over Financial reporting differences those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the Financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal Financial controls over Financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal Financial controls over Financial reporting to future periods are subject to the risk that the internal Financial control over Financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal Financial controls system over Financial reporting and such internal Financial controls over Financial reporting were operating effectively as at March 31, 2018, based on the internal control over Financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartfered Accountants of India.

For AGRAWAL SUBODH & CO
Chartfered Accountants
Firm Reg. No. 319260E
Subodh Kumar Agrawal
Place: Kolkata Partner
Date:14.05.2018 Membership No. 054670

Notes to Financial statements as at and for the year ended March 31, 2018

1. Corporate Information

Ganges Securities Limited (the Company) was incorporated on 23rd March, 2015 as a Subsidiary Company of Upper Ganges Sugar & Industries Limited (UGSIL). With the objective of business realignment of The Oudh Sugar Mills Limited (OSML) and UGSIL, a composite scheme of arrangement had been filed with the Honble High Court of Allahabad to transfer the Tea Garden and Investment business undertaking of UGSIL to the Company and thereafter to transfer the Tea Garden business undertaking of the Company to Cinnatiolliah Tea Limited (CTL) from the appointed date i.e. 1st April, 2015, which has been approved by the National Company Law Tribunal.

The main object of the Company is to invest, deal etc. in securities and immovable properties.

2. Basis of Preparation

The Financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared the Financial statements to comply in all material respects with the Accounting Standards noti3 ed under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016 under the historical cost convention except for impact of Scheme of Arrangement taken at fair value as detailed in Note 2(ii) below and on an accrual basis.

3. Scheme of Arrangement

a) As per the Composite Scheme of Arrangement ("the scheme") approved by the National Company Law Tribunal, all the assets and liabilities of the Tea Garden and Investment business undertakings of UGSIL had been transferred to and vested in the Company at their respective book values and thereafter the tea business undertaking of the Company present in the state of Assam have been transferred to and vested in CTL at their respective book values as on 1st April, 2015 on a going concern basis from appointed date i.e. 1st April, 2015.

b) As per the scheme, appointed date as approved by the National Company Law Tribunal was 1st April, 2015 and effective date is 23rd March, 2017 being the date on which the certi3 ed copy of the order sanctioning the said scheme was filed with the Registrar of Companies, Kanpur, Uttar Pradesh and Uttarakhand in accordance with the Companies Act, 1956 and applicable provisions of Companies Act, 2013. Accordingly, all related adjustments thereof had been given effect to in the accounts during the previous Financial year ended 31st March 2017.

c) Pursuant to the scheme above, in the previous Financial year, the Company had issued 1,00,03,687 fully paid up equity shares of Rs. 10 each to the shareholders of UGSIL as per record date 23/03/2017, aggregating to Rs. 1000.37 lakhs, in the ratio of 77 equity shares of the face value of Rs. 10 each of the Company for every 89 equity shares of the face value of Rs. 10 each held in UGSIL.

• Further, the Company had issued 1,50,000 fully paid up 12% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 100 each to the preference shareholders of UGSIL, aggregating to Rs. 150 lakhs on the same terms and conditions.

• Further the Company had received 2,61,25,396 fully paid up equity shares of Rs. 10 each from CTL, aggregating to Rs. 2,612.54 lakhs, as consideration for the transfer of tea business undertaking.

4. Summary of Significant Accounting Policies a) Use of Estimates

The preparation of Financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period and the results from operations during the reporting period. Although these estimates are based on the managements best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

b) Tangible Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation and impairment losses determined, if any. The cost comprises the purchase price includesive of duties, taxes, incidental expenses, erection / commissioning expenses and borrowing costs if capitalisation criteria are met and directly attributable cost of bringing the assets to its working condition for the intended use. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. This applies mainly to components for machinery. When significant parts of fixed assets are required to be replaced at intervals, the company recognizes such parts as individual assets with specific useful lives and depreciates them accordingly.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on an existing fixed asset, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of Profit and loss for the period during which such expenses are incurred.

Gains or losses arising from derecognition of tangible fixed assets are measured as the differences between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of Profit and loss when the asset is derecognized.

Machinery spares which can be used only in connection with an item of fixed asset and whose use as per technical assessment is expected to be irregular, are capitalised and depreciated over the residual life of the respective assets.

c) Depreciation on Tangible Fixed Assets

The classification of plant and machinery into continuous and non-continuous process is done as per technical certification and depreciation thereon is provided accordingly.

Depreciation on fixed assets is provided under Straight Line basis using the rates arrived at based on the useful lives estimated by the management. The company has used the following rates to provide depreciation on its fixed assets.

Class of Assets

Useful Lives estimated by the management (Years)

Non-factory Buildings 5 to 60
Plant and Equipments 15
Computer and Data Processing Equipments 3 to 6
Furniture and Fixtures 10
Vehicles 8 to 10
Office Equipments 5

Depreciation on fixed assets added / disposed of during the year is provided on pro-rata basis with reference to the date of addition / disposal.

d) Leases

Operating Lease

Leases where the less or effectively retains substantially all the risks and benefits of the ownership of the leased assets are classified as operating leases. Operating lease payments are recognized as an expense in the statement of Profit and loss on straight line basis over the lease term.

Finance Lease Assets acquired under lease agreements which e3 effectively transfer to the company substantially all the risks and benefits incidental to ownership of the leased items, are capitalized at the lower of the fair value of the leased property and present value of minimum lease payment at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of their liability. Finance charges are charged directly to the expenses account.

e) Borrowing Costs

Borrowing cost differences interest, amortisation of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

f) Impairment of Fixed Assets

The carrying amounts of assets are reviewed at each balance sheet date to determine, if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount which is the greater of the assets net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.

Depreciation is provided on the revised carrying amount of the assets over its remaining useful life.

g) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Current investments are carried in the Financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

h) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate.

Dividend income is recognized when the shareholders right to receive the payment is established by the reporting date.

i) Income taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to tax authorities in accordance with Income Tax Act, 1961 enacted in India. Deferred income tax reflects the impact of current year timing differences between taxable income and accounting income for the period and revfiersal of timing differences of earlier years.

The deferred tax for timing differences between the book and tax Profit for the period is accounted for using the tax rates and laws that have been enacted or substantively enacted as of the reporting date. Deferred tax asset is recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax asset can be realized. If the company has carry forward unabsorbed depreciation and tax losses, deferred tax asset is recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient taxable income will be available in future against which such deferred tax asset can be realized.

The carrying amount of deferred tax assets is reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is revfiersed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient taxable income will be available in future.

At each reporting date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized.

j) Earnings Per Share

Basic Earning per Share is calculated by dividing the net Profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earning per share, net Profit or loss for the period attributable to equity share holders and the weighted average number of shares outstanding during the period are adjusted for the effect of all dilutive potential equity shares.

k) Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statement comprise of cash at bank and on hand and short-term investments with an original maturity of three months or less.

l) Provisions

A provision is recognized when the company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions made in terms of Accounting Standard 29 are not discounted to its present value and are determined based on the best estimate required to settle the obligation, at the reporting date. These are reviewed at each reporting date and adjusted to reflect the current management estimates.

m) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confoformed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an 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 recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the Financial statements.

5. Share Capital

Rs.in lakhs
As at March 31, 2018 As at March 31, 2017
(a) Authorised shares
1,35,00,000 Equity Shares of Rs.10 each 1,350.00 1,350.00
1,50,000 Preference Shares of Rs.100 each 150.00 150.00
1,500.00 1,500.00
(b) Isued,subscribed and fully paid-up shares
1,00,03,687 Equity Shares of Rs.10 each 1,000.37 1,000.37
1,50,000 Preference Shares of Rs. 100 each 150.00 150.00
1,150.37 1,150.37

( c) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares

March 31, 2018 March 31, 2017
Particulars No. (Rs.) in Lakhs No. (Rs.) in Lakhs
Equity Shares of Rs. 10/- each
Outstanding at the beginning of the Period 10,003,687 1,000.37 50,000 5.00
Share cancelled pursuant to the scheme - - -50,000 -5.00
Issued pursuant to the scheme during the year - - 10,003,687 1,000.37
Outstanding at the end of the Period 10,003,687 1,000.37 10,003,687 1,000.37

Preference Share

March 31, 2018 March 31, 2017
Particulars No. (Rs.) in Lakhs No. (Rs.) in Lakhs
Preference Shares of Rs. 100/- each
Outstanding at the beginning of the Period 1,50,000 150.00 - -
Issued pursuant to the scheme during the year - - 1,50,000 150.00
Outstanding at the end of the Period 1,50,000 150.00 1,50,000 150.00

Terms / rights attached to Equity Shares

The Company has issued only 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.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution to equity shareholders will be in proportion to the amount paid on the shares held by them.

Terms of redemption of Preference Shares of Rs. 100 each

The Non-Convertible Cumulative Redeemable Preference Shares (NCCRPS) of Rs.100 each carries dividend @ 12.00% per annum.

NCCRPS shall be redeemable at par on 24th September, 2019 being 5 years from the date of the original allotment i.e. 25th September, 2014 with a right vested to the Board of Directors to redeem it earlier, but not before tweleve months from the date of issue.

The Dividend is payable at the time of redemption of the NCCRPS. However, the Board reserves the right to pay dividend earlier subject to the availability of the Profit.

(d) Details of Shareholders holding more than 5% shares in the Company

Equity Shares of Rs. 10.00 each fully paid

Particulars

March 31, 2018

March 31, 2017

No. % holding No. % holding
Sil Investments Limited 13,38,430 13.38% 13,38,430 13.38%
New India Retailing & Investment Limited 8,38,367 8.38% 8,38,367 8.38%
Nandini Nopany 7,01,730 7.02% 7,01,730 7.02%
Hargaon Investment & Trading Co. Limited 5,69,252 5.69% 5,69,252 5.69%
Yashovardhan Investment & Trading Co. Limited 5,69,531 5.69% 5,69,531 5.69%

(e) Details of Preference Shareholders holding more than 5% shares in the Company

Preference Shares of Rs. 100.00 each fully paid

March 31, 2018 March 31, 2017
Particulars No. % holding No. % holding
12 % Preference Shareholders
Uttam Commercial Ltd 12,750 8.50% 12,750 8.50%
Yashovardhan Invt & Trad Co Ltd 63,750 42.50% 63,750 42.50%
SIL Investments Ltd 9,750 6.50% 9,750 6.50%
Shital Commercial Ltd 25,500 17.00% 25,500 17.00%
GMB Investment Pvt Ltd 8,250 5.50% 8,250 5.50%
Hargaon Invt & Trad Co Ltd 21,750 14.50% 21,750 14.50%
Deepshikha Trading Co P Ltd 8,250 5.50% 8,250 5.50%
Total 1,50,000 100.00% 1,50,000 100.00%

6. Reserves and Surplus

Rs.in lakhs
Particulars As at March 31, 2018 As at March 31, 2017
Capital Reserve
Arisen pursuant to Scheme of Arrangement 4,111.33 4,111.33
Surplus / (De3 cit) in the Statement of Profit or Loss
Balance as per last Financial statements (464.76) (3.80)
Profit / (Loss) for the year 6.93 (15.93)
Less : Loss arisen pursuant to Scheme of Arrangement - (445.03)
Net Surplus / (De3 cit) in the Statement of Profit or Loss (457.83) (464.76)
Total Reserves and Surplus 3,653.50 3,646.57

7. Other Non current liabilities

Rs.in lakhs
Particulars As at March 31, 2018 As at March 31, 2017
Long term advances 29.25 29.25
Total 29.25 29.25

 

8. Other Non current liabilities Rs.in lakhs
Particulars As at March 31, 2018 As at March 31, 2017
Other Liabilities 8.70 2.82
Total 8.70 2.82

9. Property, Plant & Equipment

Rs.

Rs.in lakhs
Particulars

Free- hold Land*

Build- ings Plants and Equipments

Computer and Data Processing Equipments

Furniture and Fix- tures

Vehicles

office Equip- ments

Total
Gross block
At 1 April 2017 2.47 90.38 29.58 0.06 8.39 0.08 3.24 134.20
Additions - - - - - - - -
Disposals - - - - - - - -
At March 31, 2018 2.47 90.38 29.58 0.06 8.39 0.08 3.24 134.20
Depreciation
At 1 April 2017 - 36.65 23.18 0.05 5.66 0.08 3.00 68.62
Charge for the year - 1.56 1.70 - 0.75 - - 4.01
Disposals - - - - - - - -
At March 31, 2018 - 38.21 24.88 0.05 6.41 0.08 3.00 72.63
Net block
At 1 April 2017 2.47 53.73 6.40 0.01 2.73 0.00 0.24 65.57
At March 31, 2018 2.47 52.17 4.70 0.01 1.98 0.00 0.24 61.56

*The title deeds of immovable properties transferred to company pursuant to scheme of arrangement are yet to be registered in the name of the transferee Company.

10. Non-current investments

Rs.in lakhs
Particulars

Number of Units / shares

Face value Per Unit / share

As at March 31, 2018

As at March 31, 2017

Quoted (fully paid)
In Equity Instruments
Chambal Fertilizfiers & Chemicals Ltd 7,04,160 10.00 98.85 98.85
New India Retailing & Investment Ltd 2,02,500 10.00 277.51 277.51
376.36 376.36
Unquoted (fully paid)
In Equity Instruments
In Subsidiary Companies
Uttar Pradesh Trading Co. Ltd 16,36,24,995 1.00 1,736.55 1,736.55
Cinnnatolliah Tea Ltd 2,61,75,396 10.00 2,617.54 2,617.54
4,354.09 4,354.09
Equity - In Other Companies
Bihar State Financial Corporation Ltd. 60 100.00 0.06 0.06
Birla Buildings Ltd. 8,400 10.00 0.84 0.84
Preference Shares - In Other Companies
Raj Kamal Prakashan P Ltd 50 100.00 0.05 0.05
0.95 0.95
Total 4,731.40 4,731.40
Aggregate amount of quoted investments [Market Value : Rs.1220.15 lakhs, PY : Rs. 671.61 lakhs] 376.36 376.36
Aggregate amount of unquoted investments 4,355.04 4,355.04

11. Loans and advances

Rs.in lakhs

Non-Current

Current

Particulars

As at March 31, 2018

As at March 31, 2017

As at March 31, 2018

As at March 31, 2017

(Unsecured, considered good except stated otherwise)
Advances recoverable in cash or in kind or for value to be received or pending adjustments

29.25

29.25

7.31

2.75
Total

29.25

29.25

7.31

2.75

12. Cash and bank balances

Rs.in lakhs
Particulars

As at March 31, 2018

As at March 31, 2017

Cash and cash equivalents
Balance with banks
On current accounts 12.28 0.04
Cash on hand 0.02 -
Total 12.30 0.04

13. Revenue from operations

Rs.in lakhs
Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Revenue from operations
Dividend Income
On Long-term investments 42.21 15.82
Total 42.21 15.82

14. Other income

Rs.in lakhs

Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Rent and hire charges

16.75

-

Total

16.75

-

15. Other expenses

Rs.in lakhs
Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Advertisement Charges 2.57 -
Directors Fees 1.25 -
Fees- NSDL & CDSL 0.40 -
Rates & Taxes 1.38 1.07
Audit fees 2.00 0.25
Statutory Auditors - Other Fees 1.35 -
Listing Fees 12.89 0.33
Filing Fees 0.12 9.90
Maintenance Charges 18.90 15.73
Postage & Telegram 1.52 -
Professional Fees 2.61 0.33
Professional Tax 0.03 -
Printing & Stationery 2.64 0.10
Miscellaneous expenses 0.36 0.03
Total 48.02 27.74

16. Depreciation and amortisation expenses

Rs.in lakhs
Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Depreciation of tangible assets 4.01 4.01
Total 4.01 4.01

17. Earning per share (EPS)

Rs.in lakhs
Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Profit / (Loss) after tax 6.93 (15.93)
Dividend on Non-Convertible Cumulative Redeemable Preference Share & tax thereon 21.70 21.66
Net Profit / (loss) for calculation of basic and diluted EPS (14.77) (37.59)
Nos. Nos.
Weighted average number of equity shares in calculating basic & diluted EPS 1,00,03,687 1,00,03,687
Earning per equity share (Nominal value of share Rs. 10)
Basic & Diluted (0.15) (0.38)

18. Contingent liabilities

Rs.in lakhs
Particulars

Year ended March 31, 2018

Year ended March 31, 2017

Arrear Dividend (including dividend distribution tax) on Non-Convertible Cumulative Redeemable Preference Shares (NCCRPS) 76.19 54.49
Total 76.19 54.49

19. Related Party Disclosures:

Names of related parties and related party relationship
Related parties where control exits
Wholly owned Subsidiary Companies Uttar Pradesh Trading Co Ltd
Cinnatolliah Tea Ltd
Related parties with whom transactions have taken place during the year
Key Management Personnel Shri Chandra Shekhar Nopany - Director
Shri Santosh Kumar Poddar - Managing Director
Shri Vikash Goyal - Chief Financial Officer
Ms Vijaya Agarwala - Company Secretary
Relatives of Key Management Personnel Smt Nandini Nopany - Mother of Shri Chandra Shekhar Nopany
Enterprises owned or significantly influenced by Avadh Sugar & Energy Limited
Key management Personnel or their relatives Magadh Sugar & Energy Limited

Transaction With Related parties

a) Current Liabilities Rs.in lakhs
Name

Year ended

Amount owed by Related Parties

Amount owed to Related parties

Avadh Sugar & Energy Ltd 31.03.2018 NIL NIL
31.03.2017 1.62 NIL
Magadh Sugar & Energy Ltd 31.03.2018 NIL NIL
31.03.2017 NIL 1.31

 

b) Other Reciepts Rs.in lakhs
Name Year ended Rent Recieved Dividend Receive
Avadh Sugar & Energy Ltd 31.03.2018 12.50 NIL
31.03.2017 NIL NIL
Cinnatolliah Tea Ltd 31.03.2018 NIL 26.18
31.03.2017 NIL NIL

20. Previous years figures including those given in brackets have been regrouped / rearranged wherever necessary.

For Agrawal Subodh & Co.

For and on behalf of the Board of Directors

Firm Registration No.: 319260E
Chartfered Accountants
Subodh Kumar Agrawal Chandra Shekhar Nopany Santosh Kumar Poddar
Partner Director Managing Director
Membership No.: 054670 DIN-00014587 DIN-00055786
Place : Kolkata Vikash Goyal Vijaya Agarwala
Date : 14.05.2018 Chief Financial Officer Company Secretary

Independent Auditors Report

To the Members of Ganges Securities Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated Financial statements of Ganges Securities Limited (hereinafter referred to as "the Holding Company") and its subsidiaries (the Holding and its subsidiaries together referred to as "the Group") comprising the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated Financial statements")

Managements Responsibility for the Consolidated Financial Statements

The Holding companys Board of Directors is responsible for the preparation of these consolidated Financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated Financial position, consolidated Financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act read with Rule 7 of Companies (Accounts) Rule, 2014. The respective Board of Directors of the companies differencesd in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal Financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Financial statements by the Directors of the Holding Company, as aforesaid.

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated Financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be differencesd in the audit report under the provisions of the Act and the Rules made the reunder. We conducted our audit in accordance with the Standards on Auditing speci3 ed under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Financial statements are free from material misstatement. An audit involves perfoforming procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated Financial statements, whether due to fraud or error. In making those risk assessments, the auditor considfiers internal Financial control relevant to the Holding Company preparation of the consolidated Financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also differences evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Companys Board of Directors, as well as evaluating the overall presentation of the consolidated Financial statements.

We believe that the audit evidence obtained by us and other auditors in term of their reports, referred to in paragraph on "Other Matter" is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate Financial statements of the subsidiaries referred to below in the Other Matters paragraph, the aforesaid consolidated Financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of Affairs of the Group as at March 31, 2018, and of their consolidated profits and their consolidated cash flows for the year ended on that date.

Other Matter Paragraph

We did not audit the Financial statements of both the subsidiaries, whose Financial statements reflect total assets of Rs 5688 Lakhs as at 31st March 2018, total revenue of Rs 3306.63 Lakhs and net cash inflows amounting to Rs 382.8 Lakhs for the year ended on that date, as considered in the consolidated Financial statements. These Financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated Financial statements, in so far as it relates to the amounts and disclosures differencesd in respect of these subsidiaries, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

Our opinion on the consolidated Financial statements above, and our report on Other Legal and Regulatory Requirements below, is not modi3 ed in respect of the above matters with respect to our reliance on the work done and the reports of other auditors.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of other auditors on separate Financial statements and the other Financial information of subsidiaries, as noted in the "Other Matter" paragraph, we report to the extent applicable that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Financial statements.

(b) In our opinion, proper books of accounts as required by law relating to preparation of the aforesaid consolidated Financial statements have been kept so far as it appears from our examination of those books and report of other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of accounts maintained for the purpose of preparation of the consolidated Financial statements.

(d) In our opinion, the aforesaid consolidated Financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rule 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal Financial controls over Financial reporting of the Group and the operating effectiveness of such controls refer to our separate Report in "Annexure A".

g) With respect to the other matters to be differencesd in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated Financial Statements disclose the impact of pending litigation of the Financial position of the Group.

ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India.

For AGRAWAL SUBODH & CO
Chartfered Accountants
Firm Reg. No. 319260E
Subodh Kumar Agrawal
Place: Kolkata Partner
Date:14.05.2018 Membership No. 054670