The Company has only one class of Equity shares having a par value of 10/-. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the Year Ended 31st March 2015 the amount per share dividend recognized as distributions to equity shareholders was Rs. Nil (For31 st March 2014 was Rs nil).

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

b There is no holding / ultimate holding company.

c There are no Shares reserved for issue under options / Contracts / Commitments.

d Terms and Conditions of Borrowings

1) Loans from Related parties includes a sum of Rs.24700000/- received in past towards promoters contribution ( in erstwhile transferor company Premier Industries(India) Ltd.) in terms of Revival package approved by AAIFR and is interest free.

2) Loan of Rs. 100000007-was received in past from other party towards ( in erstwhile transferor company Premier Industries (India) Ltd.) in terms of Revival Package approved by AAIFR and is also Interest free.

3) i) The Term Loan from Canara Bank is primarily secured by way of first charge on hypothecation of Assets purchased out of such loan as well as collaterally secured by way of second charge on all Fixed Assets of the company. Term Loan of 61980330/- has been shown under Long Term Borrowings and balance of Rs.10000000/- payable in 2015-16 has been shown under current Liabilities. Interest is payable @ 14% p.a.

ii) Funded Interest Term Loan (FITL) represent aggregate interest on Working Capital Term Loan (WCTL) as funded by Canara Bank in terms of BIFR package . FITL is payable during the period commencing from April '2016 till Nov'2017. The FITL is Interest Free.

iii) The car Loan is secured infavour of HDFC Bank Ltd. by way of first charge as lien on car purchased out of such loan. The loan is also guaranteed by director.

iv) Deferred Payment Liabilities represent net aggregate amount of Commercial Taxes (Sales tax, Vat, Entry tax etc.) liabilities deferred by the company, being a Sick Industrial unit, in terms of Rehabilitation Package approved by B.I.F.R., and as per Policy Package of the State Govt.

v) The commercial Tax Dept. of State Govt, has created a Lien on the Fixed Assets of the Company situated at Dewas (M.P.).to secure amount of Deferred commercial Tax payable by the Company.

vi)The Rehabilitation package approved vide BIFR order dated 15.01.2014 clause 16.03.a , has allowed repayment of Rs 147411211/- in three years commencing from F.Y 2014-15 . Accordingly Deferred Commercial Tax of Rs.58367000 payable in F.Y. 2016-17 has been shown as Long Term Liability and balance Rs. 89044211/- payable till 2015-16 has been shown as Current Liability.

d Terms and Conditions of Borrowings

i) Working Capital Loan from Bank is secured against hypothication of Current Assets. Further the Loan is guranteed by Mr. Rajesh Agrawal, Chairman & Managing Director of the company. The Interest on the loan is payable @ 14% p.a.

ii) Short Term Loan from one of the related parties (Vertex Investments Pvt. Ltd.) is interest free. The Loan is repayable on demand.

iii) Other Loans and Advances represents Inter Corporate loans taken from other parties and the same is payable on demand and bearing interest i.e. From 13 % to 18%. p.a.

a. Debentures were secured by mortgage of Land situated in Gujarat and immovable Property at Dewas (MP) and floating charges on all the assets of the company save and except immovable property ( by the erstwhile company Premier Industries (India) Ltd., the transferor company)

b. The transferor Company had earlier converted 13.5% Secured

Convertible Debenture into Equity Shares based on the consent from the Debenture Holders as per provision of Companies Act and various approvals received from the appropriate authorities at that time. The transferor Company had already reminded the remaining Debenture Holders to surrender original Debenture Certificate and to get the refund of their money from the transferor Company. As on 31/03/2015 Debenture to the extent of Rs.84.77 lacs (net of call in arrears) are due for redemption and interest accrued Rs.14.25 lacs , As per BIFR order this liability has been deferred.

c. BIFR vide order dated 15.01.2014, under clause 16.1.2 (Debenture Holders ) has given direction " to exempt the company from the provisions of section 205 C of the companies Act, 1956 for not depositing the Unclaimed Debentures Amount of Rs. 99.03 Lacs with Investor Education & Protection Fund " BIFR order has further deferred repayment of debenture holders liability for 3 years commencing from F.Y.2014-15 till F.Y.2016-17.

1. Merger under BIFR order

a During the previous year i.e. financial year 2013-14 .pursuant to the order passed by BIFR vide its order dated 15.01.2014the scheme of merger of Premier Industries(lndia) Ltd. (Transferor company) with our company Girdharilal Sugar and Allied Industries Ltd. (Transferee company) was approved with effect from 01.04.2013 upon which the entire undertaking business including all assets and liabilities of Premier industries (India) Ltd. stood transferred and vested in the transferee company as on said date at its fair value.

b The transfer formalities in respect of change of name of the transferor company in a few bank accounts, Govt. Departments etc. are still in process.

c The title deeds for lease hold land , building , licenses , agreements are still in the name of transferor company and the process to transfer the same in transferee company are still in process

d BIFR vide its order dated 15/01/2014, while approving merger of a sick industrial company (Premier Industries (India) Ltd.- transferor company) with our company (Girdharilal Sugar & Allied Industries Ltd transferee company), had also sanctioned a Rehabilitation Package which is also valid till 31/03/2019. Hence the company is of the opinion that it is a sick industrial undertaking registered with BIFR. The accounts has been prepared on a going concern basis.

2. Interest liability if any on various unpaid /undisputed statutory dues have not been separately quantified and adjusted during the year.

3. Provision for Income Tax (MAT) has not been made for the year amounting to Rs.10109852/-for the FY. 2014-15. The company is of the view that there will be no Income Tax Liability on the following grounds:

a) Board for Industrial and Financial Reconstruction (BIFR), vide its order dated 15/01/2014, had ordered for merger of Premier Industries (Transferor Company) with Girdharilal Sugar And Allied Industries Ltd. (Transferee Company) with all its Assets and Liabilities.

b) That the BIFR had provided in its order several reliefs and concessions to the merged company (GSAIL). According to clause - 16.7 of Reliefs & Concessions, BIFR has directed CBDT to consider "to exempt / grant relief to the company from the provisions of Section 41(1), 45,72(3), 43B, 79, 80 read with 139, 115JB And provisions of Chapter-XVII of the lncome Tax Act.

c) That the company in the meanwhile decided to approach the concerned Income Tax authorities for granting aforesaid relief under various Sections / Chapter of Income TaxAct.

d) That as per order the Rehabilitation Package sanctioned by BIF Risvalid up to 31/03/2019.

4. LEASES

In respect of Accounting Standard AS-19 "Lease" issued by the Institute of Chartered Accountants of India which is mandatory w.e.f. 01/04/01 and is applicable to all leased assets for which lease commence on or after 01/04/01, the company has not so far taken any assets on finance lease during the year. In respect of operating lease for premises (Office, factory, Godown etc.), the leasing arrangements which are not non-cancellable range between 11 months and 5 years generally or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rental payable are charged as rent under the head "office and administrative expenses".

5. EMPLOYEE BENEFIT

a The company has provided its Defined Benefit Plans liability towards Gratuity based on the simple calculation provided under the Gratuity Act. The Company has determined liability as required as per revised AS-15, which was mandatory w.e.f. 01/04/2007. However, Additional Liabilities if any will be provided later on. The quantum of Addition liability if any at present uncertain able

b As the Company has not separately invested any of his liability of Gratuity in any specific Govt. Bonds/Securities, hence the change in Assets if any have also been not provided/adjusted

c Disclosures as required by revised AS-15 have also not been given in view of notes (a) & (b) above.

6. In the opinion of the Board, the current assets on Realization in the ordinary course of business have a value at least equal to the amount at which these are stated and the provisions for known liabilities are adequate

7. Sundry Debtors, Creditors and Advance account balances are subject to confirmation.

8. PREVIOUS YEAR FIGURES

Previous Year Figures have been regrouped wherever necessary.