Maxgrow Annual Report - Maxgrow Overseas Limited · · 2016-07-19YOUR DIRECTORS ARE PLEASED TO...

7 Annual Reportth

www.maxgrow.in

Maxgrow Overseas Limited

2015

Maxgrow Overseas Limited

Registerd Address:

Natural Height Complex, 1C, Bldg No.5, Phase - I, VIP Road, Haldiram Airport, Kolkata - 700052

Corporate Office:

103, Hubtown Solaris Building, N.S.Phadke Marg, Near Regency Hotel,

Andheri (East), Mumbai - 400069

Tel: +91 22 6606 7200 | Fax: +91 22 6606 7270

E-mail id: [email protected] / [email protected]

Annual Report

Chairman's Message Our Strength

Maxgrow | 7 Annual Reportth

Maxgrow is always on the lookout for new opportunities to expand its

National and International presence.

The company has shown tremendous growth since its inception in terms of

turnover. Having registered hugely successful numbers last year, when

market dynamics were clearly against the industry, clearly depicts

Maxgrow's inner strength and capability. The company's network is

constantly growing and now we have a strong presence in the major oil

producing countries like Indonesia and Malaysia.

Our Vision

To expand our locations both domestic and

overseas to become one of the largest and

most trusted international trade company.

Our Mission

We are committed to provide our products at the

right time at the right place with zero tolerance. We

aim to deliver superior quality products and built

strong relations with customers and suppliers.

Our Goals & Objectives

Our objective is to become one of the

leading market share holder in one of the

most competitive market in the world.

Customer satisfaction is the ultimate goal

of our company.

Maxgrow has always tried to raise the bar and continues to innovate itself for the better. With the

demand for edible oil expected to increase at the rate of 6% per annum for next 5 years, future

prospects in this sector look highly promising.

I congratulate my entire team for an overwhelming performance last year and hope to see Maxgrow

breaking new barriers this year.

With tremendous growth seen in the past few years, the next step for the company to expand is to go

public. Company is preparing itself for an IPO to be launched soon.

Having said that, we are very proud to announce that we are diversifying our business from pure trading

to setting up two manufacturing plants to get a competitive advantage and to effectively monitor the

output.

The first project is Maxgrow Industries Limited, which is the second biggest rolling mill project in

Maharashtra with latest technology with approximate cost of 198.5 crores. To fulfill the project, 16 Acre

of land has already been acquired and additional 175 Acre land application is pending with MIDC

authority.

The second project is Maxgrow Saw Pvt. Ltd., which is a project for manufacturing of saw pipes with

approximate cost of 40 crore waiting for 75 Acre land clearance from MIDC.

Furthermore, the code of conduct will be applicable to all directors and senior management personnel

from this year onwards along with Group HR policy.

We will also be starting our CSR activities as an essential business strategy and an opportunity for

business sustainability through evolving value generation. rwhelming performance last year and hope

to see Maxgrow breaking new barriers this year.

Company Information

Board of Directors

Organisation Structure

Nationwide Network and Global Presence

Financial Chart

Directors' Report

Financial Statements

Information regarding Subsidiary Companies

2

3

4

5

6

7

11

57

Contents

2

Company Information

Maxgrow | 7 Annual Reportth

Maxgrow is a fast growing Indian conglomerate with major business interests in Agri Commodities,

Edible Oils and Metals.

Maxgrow Trade Solutions Private Limited (MTSPL) was incorporated in the year 2008 with its

registered office at Kolkata and corporate head office in Mumbai. The company is well networked

with branch offices in Gujarat, Rajasthan, Silvassa, West Bengal and International offices in Hong

Kong and Dubai.

Under the able and determined leadership of its Chairman & Managing Director Mr. Rahul Saraf, the

company is always on the lookout for new opportunities. Maxgrow's core values of integrity, trust,

partnership and performance form the basis of its business strategy.

4Maxgrow | 7 Annual Reportth

Board of Directors

Auditor

Statutory Auditor

B.N Kedia

S ,623, Midas, ahar Plaza, Andheri Kurla Road

ea ,N r. J.B. Nagar Metro station, Andheri (East)

Mumbai - 400059

Bankers

Bank f Indiao

Shop No.28, MDI Building, Station Road,

Swami Vivekanand Rd, Andheri West ,( )

Mumbai - 400058

Intenal Auditors

Pooja Singhi & Asssociates

1F/601, NG Suncity Phase-1 Thakur Village,

,Kandivali (East) Mumbai - 400101

Union Bank f Indiao

Shop No. 66/80, Ground Floor,

Mumbai Samachar Marg, Opposite Stock Exchange,

Churchgate East , Kala Ghoda, Fort,( )

Mumbai - 400023

Organisation Structure

Mr. Rahul Saraf

Chairman & Managing Director

M .s Suman Choudhary

Director

Mr. Rajendra Prasad Saraf

Director

Mr. Dinesh Kumar Choudhary

Chief Executive Officer

Chairman & Managing Director

Chief Executive Officer

Accounts Finance SCompany ecretaryMarketing

Accounts Manager

Steel DivisionOil Division

Bank f Barodao

Nitin Niwas, 47 M.G.Road, Vile Parle (East),

Mumbai - 400057

Vice President Finance


Nationwide Network and Global Presence Financial Chart

Mu

mb

ai (H

ead

Off

ice)

Ho

ng

ko

ng

(C

orp

ora

te O

ffic

e)

2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15

1200

1000

800

600

400

200

0

Sales

2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15

1200

1000

800

600

400

200

0

1400

Profit Before Tax

In c

rore

sIn

cro

res


Directors' Report

YOUR DIRECTORS ARE PLEASED TO PRESENT THE ANNUAL REPORT AND THE AUDITED ACCOUNTS

FOR THE FINANCIAL YEAR ENDED, 31ST MARCH, 2015.

MEETINGS OF THE BOARD OF DIRECTORS:

The following meetings of the Board of Directors were held during the financial year 2014-15

Particulars2014-15 (Rs) 2013-14 (Rs)

Unconsolidated

2014-15 (Rs) 2013-14 (Rs)

Unconsolidated

Revenue from operations

Operating Profits before Tax

Operating Profits after Tax

Balance brought forward from previous years

Available for appropriation

The Director has made the following appropriations:

Dividend (proposed)

Tax on Distributed Profit

General Reserve

Carry forward

80160.27 29049.26 102338.73 48170.31

750.58 294.12 1151.99 464.91

482.56 193.59 817.95 357.61

351.47 187.88 515.49 187.88

834.03 381.47 1333.44 545.49

45.00 30.00 45.00 30.00

789.03 351.47 1288.44 515.49

- - - -

- - - -

Dividend:

Your Directors do not recommend any dividend for the

year under Report.

Performance:

Your company has reported a gross turnover of

Rs.80160.27 lacs as compared to Rs. 29049.26 lacs in the

immediately preceding previous year as standlone and

as group it reported gross turnover of Rs.102338.73 as

compared to Rs. 48170.31 lacs in the immediately

preceding previous year.

The Company has a net profit after tax of Rs. 482.56 lacs

for the financial year ended 31st March, 2015 as

compared to the net profit after tax of Rs. 193.59 lacs in

the immediately preceding previous year as standlone

and as group it has a net profit after tax of Rs. 817.95 lacs

for the financial year ended 31st March, 2015 as

compared to the net profit after tax of Rs. 357.61 lacs in

the immediately preceding previous year.

Material Changes Between the end of Financial Year

and the Date of Board Report:

There have been no mater ia l changes and

commitments, if any, affecting the financial position of

the Company which have occurred between the end of

the financial year of the Company to which the financial

statements relate and the date of the report.

Details of Subsidiary/joint Ventures/associate

Companies:

As on March 31, 2015, the Company has one subsidiary

company. The report on the performance and financial

position of subsidiary in the prescribed Form AOC-1 is

annexed to this report [Annexure: 1]

Change in the Nature of Business:

There is no change in the nature of the business of the

company.

Annual Return:

The Extract of Annual Return as required under section

92(3) of the Companies Act, 2013 in Form MGT-9 is

annexed herewith for your kind perusal and

information. (Annexure: 2)

Particulars Board strength No. of Director presentSr no.

1

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

2 2 2

2 207.04.2014

30.06.2014

08.07.2014

05.09.2014

19.09.2014

05.10.2014

31.10.2014

03.11.2014

14.11.2014

24.11.2014

01.12.2014

09.12.2014

14.01.2015

19.01.2015

22.01.2015

18.02.2015

23.02.2015

11.03.2015

31.03.2015

28.03.2015

3 3

2 2

2 2

2 2

3 3

3 3

3 3

3 3

3 3

3 3

3 3

3 3

3 3

3 3

3 3

3 3

3 3

3 3

The directors had prepared the annual accounts on

a going concern basis; and

The directors have laid down internal financial

controls to be followed by the company and that

such internal financial controls are adequate and

were operating effectively.

The directors had devised proper systems to ensure

compliance with the provisions of all applicable laws

and that such systems were adequate and operating

effectively.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act,

2013 the Board of Directors of the Company

confirms that-

In the preparation of the annual accounts, the

applicable accounting standards had been followed

along with proper explanation relating to material

departures;

The directors had selected such accounting policies

and applied them consistently and made judgments

and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of

the company at the end of the financial year and of

the profit and loss of the company for that period;

The directors had taken proper and sufficient care

for the maintenance of adequate accounting

records in accordance with the provisions of this Act

for safeguarding the assets of the company and for

preventing and detecting fraud and other

irregularities;

a)

b)

c)

d)

e)

f)


Statutory Auditor And Auditors' Report:

M/s. B. N. Kedia & Co., Chartered Accountants, the

Statutory Auditors of the Company were appointed to

hold office till the conclusion of the AGM to be held in

the year 2019, Pursuant to Section 139 and other

applicable provisions of the of the Companies Act, 2013,

read with the Companies (Audit & Auditors) Rules, 2014,

being eligible appointment may be ratified.

There are no qualifications or adverse remarks in the

Auditors' Report which require any clarification/

explanation. The Notes on financial statements are self-

explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year

ended, 31st March, 2015 is annexed herewith for your

kind perusal and information. (Annexure: 4)

Secretarial Auditor And Secretarial Audit Report:

The Board has appointed Shiv Hari Jalan, Practicing

Company Secretary, to conduct Secretarial Audit for the

financial year 2014-15. The Secretarial Audit Report

(Form MR-3) for the financial year ended March 31,

2015 is annexed herewith marked as (Annexure: 3) to

this Report.

The responses of your Directors on the observations

made by the Secretarial Auditor are as follows:

Declaration By Independent Directors:

The Board of Directors of the Company hereby confirms

that all the Independent directors duly appointed by the

Company have given the declaration and they meets

the criteria of independence as provided under section

149(6) of the Companies Act, 2013.

Vigil Mechanism:

The Company has established a Vigil Mechanism /

Whistle Blower Policy to deal with instances of fraud and

mismanagement, if any. The Policy has a systematic

mechanism for directors and employees to report

concerns about unethical behavior, actual or suspected

fraud or violation of the Company's Code of Conduct or

policy.

Loans, Guarantees And Investments:

As on 31st March 2015, there were no outstanding loans

or guarantees covered under the provisions of sec 186

of Companies Act, 2013. There has been no change in

the loans, guarantee and investments covered under

the provision of sec 186 of the Companies Act, 2013.

General:

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were

no transactions on these items during the year under

review:

FOREIGN EXCHANGE EARNING

AND OUTGO (IN USD)2014-15 2013-14

Earnings: 37,061,286 15,631,962

Outgo: 44,979,313 18,673,323

Details relating to deposits covered under Chapter V

of the Act.

Issue of equity shares with differential rights as to

dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to

employees of the Company under any scheme.

Neither the Managing Director nor the Whole-time

Directors of the Company receive any remuneration

or commission from any of its subsidiaries.

No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the

going concern status and Company’s operations in

future.

1

2

3

Sr. no. Secretarial Auditor's Remark Management Response

The Company has not

complied the provision

of section 203(1) of the

Companies Act, 2013 w.r.t

non-appointment of Key

Managerial Personnel.

The Company is in process of

appointing Key Managerial

Personnel and will try to

comply with the provisions

of section 203(1) of the

Companies Act, 2013 as soon

as possible.

1

2

The company has not

appointed independent

directors consequently audit

committee, Nomination &

remuneration committee and

Vigil Mechanism committees

formed are not in accordance

with the provisions of the

companies Act, 2013.

The Company is in the

process of appointment of

independent directors and all

compliances regarding the

provisions of companies Act,

2013 will be complied with

shortly.

Sr. no. Secretarial Auditor's Remark Management Response

The company is yet to file

e-form MGT-14 with MCA

site w.rt. appointment of

secretarial auditor.

Your Company is in process

of filing e-form MGT-14 with

MCA site w.r.t appointment

of Secretarial Auditor.

3

4

The company has not

appointed internal auditor.

Due to unforeseen

circumstances your company

was unable to appoint the

internal auditor for FY

2014-15 however, your

Company will comply with the

provisions of Companies Act,

2013 regarding the

appointment of internal

auditor shortly.

5

The company has made delay

in filing other e-forms with

MCA site however these

e-forms are filed after 30 days

with additional filing fees.

Your Company has filed

necessary forms and returns

with the authorities. However,

there were few delays which

the management ensures to

file the same in time in future.

Transactions With Related Party:

Information on transaction with related parties

pursuant to sec 134(3)(h) of the act read with rule 8(2) of

the Companies (Account) rules 2014 are given as per

Note no.27 to financial statement.

Conservation of Energy, Technology Absorption and

Foreigh Exchange Earning and Outgo:

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION

Your directors have nothing to report on Conservation

of energy and Technology absorption.

Risk Management:

The company maintains appropriate systems of internal

controls including monitoring procedures to ensure

that all assets are safeguarded against loss from

unauthorized use or disposition. Company policies,

guidelines and procedures provide for adequate check

and balances and are meant to ensure that all

transaction are authorized, recorded and reported

correctly.

Given the assets base and investment made by the

company and the internal control procedures adopted

by the company, the Board is of the opinion that there

are no major risks affecting the existence of the

company.

Acknowledgement:

Your Directors wish to express their grateful

appreciation to the continued co-operation received

from the Banks, Government Authorities, Customers,

Vendors and Shareholders during the year under review.

Your Directors also wish to place on record their deep

sense of appreciation for the committed service of the

Executives, staff and Workers of the Company.

For and on behalf of the Board of Directors

Director

Place: Mumbai

Date: 08.09.2015

4

5

A. Consolidated Financials

Independent Auditor’s Report

Balance Sheet

Statement of Profit and Loss

Cash Flow Statement

Notes

10

14

15

16

18

To the Members of

M/s Maxgrow Overseas Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated

financial statements of M/s Maxgrow Overseas Limited

(“the Holding Company”) and its subsidiary (the

Holding Company and Subsidiary together referred to

as “the Group”, which comprise the Consolidated

Balance Sheet as at March 31, 2015, and the

Consolidated Statement of Profit and Loss and the

Consolidated Cash flow statement for the year then

ended, and a summary of significant accounting

policies and other explanatory information.

Management's Responsibility for the Consolidated


The Holding Company's Board of Directors is

responsible for the preparation of these consolidated

financial statements in terms of the requirement of the

Companies Act, 2013 (herein after referred to as “the

Act”) that give a true and fair view of the consolidated

financial position, consolidated financial performance

and Consolidated Cash Flow of the Group in accordance

with the accounting principles generally accepted in

India, including the Accounting Standards specified

under section 133 of the Act read with Rule 7 of the

Companies (Accounts) Rules, 2014. The respective

Board of Directors of the companies included 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

prevent ing and detect ing 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these

consolidated financial statements based on our audit.

While conducting the audit, we have taken into account

the provisions of the Act, the accounting and auditing

standards and matters which are required to be

included 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 specified 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

financia l statements are free from mater ia l

misstatement.

An audit involves performing procedures to obtain

audit evidence about the amounts and the disclosures

in the consolidated financial statements. The

procedures selected depend on the auditor's 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 considers internal financial

control relevant to the Holding Company's 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, but not for the

purpose of expressing an opinion on whether the

Holding Company has in place an adequate internal

financial controls system over financial reporting and

the operating effectiveness of such controls. An audit

also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the

accounting estimates made by the Holding Company's

Board of Directors, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence obtained by us and

audit evidences obtained by the other auditors is

sufficient and appropriate to provide a basis for our

audit opinion on the consolidated financial statements.

B. Standalone Financials

Independent Auditor’s Report

Balance Sheet


Cash Flow Statement

Notes

33

37

38

39

41


Contents Independent Auditor's Report Consolidated( )


We did not audit the financial statements of the

Subsidiary of the Company. These financial statements

have been audited by other auditor whose reports have

been furnished to us by the Management and our

opinion, in so far as it relates to the amounts and

disclosures included in respect of these subsidiaries is

based solely on the reports of the other auditors.

Opinion

In our opinion and to the best of our information and

according to the explanations given to us, 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 31st

March, 2015, and their consolidated profit and their

consolidated Cash Flows for the year ended on that

date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order,

2015 (“the Order”) issued by the Central Government of

India in terms of Section 143(11) of the Act, based on the

comments in the auditors' reports of the Holding

Company and subsidiary company, we give in Annexure

a statement on the matter specified in paragraph 3 and

4 of the Order, to the extent applicable.

agreement with the relevant books of account

maintained for the purpose of preparation of the

consolidated financial statements.

In our opinion, the aforesaid consolidated financial

statements comply with the Accounting Standards

specified under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014;

On the basis of written representations received

from the Directors of the Holding company as on

March 31, 2015, and taken on record by the Board of

Directors of the Holding company and reports of the

statutory auditors of its subsidiary company, none

of the directors of the group companies is

disqualified as on March 31, 2015, from being

appointed as a director in terms of Section 164 (2) of

the Act.

With respect to the other matters to be included in

the Auditor's 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 explanations given to us:

The Consolidated financial statements disclose the

impact of pending litigations on the consolidated

financial position of the group.

Provision has been made in the consolidated

financial statements, as required under the

applicable law or accounting standards, for material

foreseeable losses, if any, on long-term contracts

including derivative contracts in respect of such

items as it relates to the group.

There were no amounts which were required to be

transferred to the Investor Education and Protection

Fund by the Holding Company and Subsidiary

Company.

For B. N. Kedia & Co.

Chartered Accountants

FRN: 001652N

(CA S. K. Kedia)

Partner

ICAI Membership No. : 052579

Place: Mumbai Date:|

d)

e)

f)

i

ii

iii

As required by Section 143 (3) of the Act, we report

that:

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;

In our opinion proper books of account as required

by law relating to the preparation of the aforesaid

consolidated financial statements have been kept

by the Company so far as appears from our

examination of those books and reports of other

auditor.

The Consolidated Balance Sheet, consolidated

Statement of Profit and Loss and Consolidated Cash

Flow statement dealt with by this Report are in

1

a)

b)

c)


In our opinion and according to the information and

explanations given to us, there is an adequate

internal control procedure commensurate with the

size of the company and nature of its business, for

the purchase of inventories and fixed assets and for

sale of goods and services. During the course of our

audit, we have not observed any continuing failure

to correct major weaknesses in such internal

controls systems.

According to the information and explanations

given to us, the Company has not accepted any

deposits from the public. Therefore, the provisions

of clause (V) of paragraph 3 of the CARO 2015 are

not applicable to the company.

The Central Government has not prescribed the

maintenance of cost records under section 148 (1) of

the companies act 2013.

In respect of Statutory Dues:


given to us and the records of the company

examined by us, in our opinion the company is

generally regular in depositing undisputed

statutory dues including Provident Fund,

Employees' State Insurance, Income-tax, Sales-tax,

Wealth Tax, Service Tax, Custom Duty, Excise Duty,

Value added Tax, CESS and other material statutory

dues as applicable with the appropriate authorities.


given to us there were no outstanding statutory

dues as on 31st of March, 2015 for a period of

exceeding six months from the date they became

payable except for Gujarat VAT Liability of Rs.

1,02,714, Silvasa VAT liability of Rs. 39,465, TCS

Liability of Rs. 14,03,264, TDS Liability of Rs. 19,314,

Service tax liability of Rs. 38,929 and Income Tax

Liability of Rs. 4,44,868.

4The Annexure referred to in paragraph 1 under

'Report on Other Legal and Regulatory Requirements'

of the Our Report of even date.

Our reporting on the order includes only the Holding

Company as the order is not applicable to Subsidiary

Company under consolidation.

In respect of its Fixed Assets:

The Company has maintained proper records

showing full particulars including quantitative

details and situation of fixed assets.

As explained to us, all the fixed assets have been

physically verified by the management, which in our

opinion is reasonable, having regard to the size of

the company and nature of its assets. No material

discrepancies were noticed on such physical

verification.

In respect of its Inventories:

The inventories have been physically verified during

the year by the management. In our opinion, the

frequency of verification is reasonable.


explanations given to us, the procedures of physical

verification of inventories followed by the

management are reasonable and adequate in

relation to the size of the company and the nature of

its business.

In our opinion and on the basis of our examination

of the records, the Company is generally

maintaining proper records of its inventories. No

material discrepancy was noticed on physical

verification of stocks by the management as

compared to book records.


given to us and on the basis of our examination of

the books of account, the Company has not granted

any loans, secured or unsecured, to companies,

firms or other parties listed in the register

maintained under Section 189 of the Companies

Act, 2013.

1

a)

b)

2

a)

b)

c)

3

5

6

7

a)

Annexure to Independent Auditors' Report



examined by us, in our opinion the loans taken by

the company from the Banks/Financial Institutions

during the year have been appropriately applied for

the purpose for which it was obtained.


explanations given to us, no fraud by the Company

and no material fraud on the Company has been

noticed or reported during the year.



FRN: 001652N

(CA S. K. Kedia)

Partner


Place: Mumbai

Date:

11Details of dues of Income tax, Sales tax, Wealth tax,

Service tax, Custom Duty, Excise Duty, Value Added

Tax and Cess which have not been deposited as at

31.03.2015 on account of dispute are given below:

b)

According to the records of the company, there are

no amounts that are due to be transferred to the

Investor Education and Protection Fund in

accordance with the relevant provisions of the

Companies Act, 1956 (1 of 1956) and Rules made

thereunder.

The Company does not have any accumulated loss

at the end of the financial year and has not incurred

cash loss during the financial year covered by our

audit and in the immediately preceding financial

year.

Based on our audit procedures and on the

information and explanations given by the

management, we are of the opinion that, the

Company has not defaulted in repayment of dues to

financial institutions and banks.


given to us, the Company has not given any

guarantee for loans taken by others from bank or

financial institutions.

c)

8

9

10

12

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2015

2

3

4

5

6

7

7

8

11

9

10

12

13

14

15

16

17

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

(2) Share Application money pending allotment

(3) Non-Current Liabilities

(a) Long-Term Borrowings

(b) Deferred Tax Liabilities (Net)

(c) Other Long Term Liabilities

(d) Long Term Provisions

(4) Current Liabilities

(a) Short-Term Borrowings

(b) Trade Payables

(c) Other Current Liabilities

(d) Short-Term Provisions

Total Equity & Liabilities

II. ASSETS

(1) Non-Current Assets

(a) Fixed Assets

(i) Gross Block

(ii) Depreciation

(iii) Net Block

(b) Non-current investments

(c) Deferred tax assets (net)

(d) Long term loans and advances

(e) Other non-current assets

(2) Current Assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances

(f) Other current assets

Total Assets

111,105,000

193,324,392

-

69,177,897

347,360

762,285,274

943,759,423

10,045,673

33,853,298

2,123,898,317

15,648,430

4,698,351

10,950,079

46,366

434,337,793

-

-

-

-

-

1,363,233,268

277,916,724

30,117,273

7,296,814

2,123,898,317

111,105,000

109,684,128

51,400,008

507,060

353,058,151

2,129,073

10,521,691

1,353,739,335

17,864,363

3,153,909

14,710,454

46,366

175,238,747

1,000,468,748

152,126,834

10,732,451

415,735

1,353,739,335

-

-

-

715,334,224

-

-

-

-

The accompanying notes are an integral part of financial statements

As per our Report of even date



(CA. S. K. Kedia)

Partner

Membership No. : 052579

Place: Mumbai

Dated:

FOR MAXGROW OVERSEAS LIMITED

(DIRECTOR) (DIRECTOR)


Name of the

Statute

(Nature of

Dues)

Forum Where

Dispute is

Pending

Period to which

the amount

relates

Amount

Involved

(Rs. in Crores)

Notes. No.Figures as at

31st March 2015

Figures as at

31st March 2014Particulars

Balance Sheet

Income Tax

Commissioner of

Income Tax,

Appeals2011-12 Rs. 93,39,610

Sales Tax

Commissioner

TSales ax,

Appeals2009-10 (VAT) Rs. 3,58,83,464

Sales Tax

Commissioner

TSales ax,

Appeals2010-11 (VAT) Rs. 4,09,41,931

Sales Tax

Commissioner

TSales ax,

Appeals2010-11 ( )CST Rs. 2,58,506

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED ON 31st MARCH, 2015





(CA. S. K. Kedia)

Partner


Place: Mumbai

Dated:




Other Income

III. Total Revenue (I + II)

Expenses:

Cost of Materials Traded

Changes in inventories of finished goods,

work-in-progress and Stock-in-Trade

Employee Benefit Expenses

Financial Costs

Depreciation and Amortization Expenses

Other Expenses

Total Expenses (IV)

Profit before exceptional & extraordinary items & tax

Exceptional Items

Profit before extraordinary items and tax (V - VI)

Extraordinary Items

Profit before tax (VII - VIII)

Tax expense:

(1) Current tax

(2) Income Tax for Earlier Years

(3) Deferred tax

Profit for the Year

Earning per equity share:

(1) Basic

(2) Diluted

I

II

III

IV

V

VI

VII

VIII

IX

X

XI

XII

18

19

20

21

22

23

24

25

(III - IV)

(IX-X)

10,233,872,796

11,600,727

10,245,473,523

10,311,355,967

(259,099,046)

3,795,268

44,452,456

2,341,323

27,427,922

10,130,273,891

115,199,632

-

115,199,632

-

115,199,632

32,702,367

862,027

-159,700

81,794,938

7.36

7.36

4,817,030,691

4,234,241

4,821,264,932

4,531,638,010

164,208,843

4,143,676

54,981,618

1,491,747

18,309,994

4,774,773,887

46,491,045

-

46,491,045

-

46,491,045

10,076,823

426,308

227,000

35,760,914

3.22

3.22


Notes.

No.

Figures as at the end of

current reporting periodParticulars

Sr.

No.

Statement of Profit and Loss Cash Flow Statement

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

FOR THE YEAR ENDED 31/03/2015 FOR THE YEAR ENDED 31/03/2014

[1] Cash Flow From Operating Activities :

Net Profit/(Loss) before tax

Adjustment for :

Depreciation

Interest Paid

Consolidation

Liability No Longer Required

Interest/Dividend received

Loss on sale of Investments

Operating Profit before Working Capital Changes

Adjustment for :

Inventories

Trade and Other Receivables

Short Term Loans & Advances

Other Long Term Liabilities

Current Liabilities and Provisions

Cash Generated from Operations

Interest Paid

Direct Taxes paid

Net Cash From Operating Activities

[2] Cash flow From Investing Activities:

Purchase of Fixed Assets

Purchase of Investments

Sale of Investments / Fixed Assets

Interest/Dividend Received

Net Cash used in Investing Activities

2,341,323

(9,288,954)

-

(300,992)

1,720,044

9,288,954

-

21,090,769

1,874,567

-

(259,099,46)

(369,645,599)

(23,368,079)

236,341,799

-

(21,090,769)

(6,278,770)

115,199,632

16,017,705

131,217,337

(415,770,925)

(284,553,588)

(27,369,539)

(311,923,127)

10,708,006

1,491,747

21,975,138

(469,474)

-

(4,176,932)

-

164,208,846

(891,877,280)

701,111

-

558,738,573

(21,975,138)

(3,983,257)

(3,381,149)

-

-

4,176,932

46,491,045

18,820,479

65,311,524

(168,228,749)

(102,917,226)

(25,958,395)

(128,875,621)

795,783


previous reporting period


Notes


[3] Cash Flow From Financing Activities

Share Capital and issue expenses

Proposed Dividend (net of last years excess Prov)

Dividend Tax Paid

Borrowings (Net of repayments)

Net Cash From Financing Activities

NET INCREASE/(DECREASE) IN CASH AND CASH

EQUIVALENTS [A+B+C]

CASH AND CASH EQUIVALENTS AT THE BEGINNING

OF THE YEAR

CASH AND CASH EQUIVALENTS AT THE END

OF THE YEAR

Place :- Mumbai

Date :

-

- -

--

427,005,011

427,005,011 194,513,764

125,789,890 66,433,926

152,126,834 85,692,908

277,916,724

(Director) (Director)

152,126,834

30,210,000

164,303,764

For and on behalf of the Board

AUDITORS CERTIFICATE

We have examined the attached Consolidated Cash Flow Statement of Maxgrow Overseas Limited for the year ended 31st March, 2015.

The statement has been prepared by the Company in accordance with the requirements of the Accounting Standard 3 issued by

The Institute of Chartered Accountants of India and is based on and in agreement with corresponding Profit & Loss Account and the

Balance Sheet of the Company covered by our report of even date to the members of the Company.



(S. K. Kedia)

Partner

ICAI M.No. 052579

Place: Mumbai

Date:

Note : 1 Significant Accounting Policies:

Principles of Consolidation

The consolidated financial statements relate to

MaxgrowOverseas Limited& its Subsidiary companies.

The consolidated financial statements have been

prepared on the following basis:

The Financial Statements of the Company and its

Subsidiary companies have been combined on a line-

by-line basis by adding together the book values of like

items of assets, liabilities, income and expenses, after

fully eliminating intra-group balances and unrealised

profits / losses on intra-group transactions as per

Accounting Standard AS 21 “Consolidated Financial

Statements”.

In case of foreign subsidiaries, being Non-Integral

Foreign Operations, revenue items are consolidated at

the average rates prevailing during the period. All assets

and liabilities are converted at the rates prevailing at the

end of the year. Any exchange difference arising on

consolidation is recognized in the Foreign Currency

translation reserve.

The difference between the cost of investment in the

subsidiaries and the Group's share of net assets at the

time of acquisition of shares in the subsidiaries (if any ) is

recognised in the financial statements as Goodwill or

Capital Reserve as the case may be.

The Financial statements of subsidiary used in the

consolidation are drawn up to the same reporting date

as that of the Company i.e 31st March 2015.

The name of the subsidiary used in the consolidation

and holding of Maxgrow Overseas Limited therein are

as under:

Basis of Accounting:

The Financial statements are prepared under historical

cost convention and in accordance with the generally

accepted accounting principles on an accrual basis to

comply with the Accounting Standards referred to in

Section 133 of the Companies Act, 2013 and the relevant

provisions of the Act, as applicable.

Use of Estimates:

The presentation of financial statements requires the

Management to make estimates and assumptions that

affect the reported amount of assets and liabilities on

the date of financial statements and the reported

amount of revenues and expenses during the reporting

period. Differences between the actual results and

estimates are recognized in the period in which the

results are known / materialized.

Fixed assets- Tangible:

Fixed assets are stated at their historical cost less

accumulated depreciation thereon. The cost of fixed

assets comprises of the acquisition cost and any

attributable cost of bringing the assets to its working

condition for its intended use.

Subsequent expenditure incurred on assets put to use is

capitalized only when it Increases the future benefits

from such assets beyond its previously assessed

standard of performance.

Subsidy/ contribution received for any specific asset is

reduced from the cost thereof.

The cost of self-constructed fixed assets comprises of

the costs directly relating to the Specific assets and

overheads consistently allocated at pre-determined

percentage of direct salaries & wages.

Fixed Assets held for sale are stated at lower of their net

book value and net realisable value and are disclosed

separately in the financial statements.

Name of the Company 2014-15Country of

Incorporation

World Wide

Resources (HK)

Limited

Hong Kong

Ownership in %

2013-14

100 100


Depreciation - Tangible assets:

Depreciation on fixed assets has been provided on

theStraight Line basis over the useful lives of the assets,

which is stated in Schedule II of Companies Act,

2013which coincides with the useful life estimated by

the management.

In respect of addition to/ deletion from the Fixed Assets,

depreciation is charged on pro rata basisfrom the date

of addition/deletion of the assets.

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.

Recognition and Measurement

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 costless provision for diminution, other

than temporary, in the value of such investments.

Investment property

An investment in land or buildings, which is not

intended to be occupied substantially for use by, or in

the operations of, the company, is classified as

investment property. Investment properties are stated

at cost, net of accumulated depreciation and

accumulated impairment losses, if any.

The cost comprises purchase price, borrowing costs if

capitalization criteria are met directly attributable cost

of bringing the investment property to its working

condition for the intended use. Any trade discounts and

rebate are deducted in arriving at the purchase price

Since the Office premises have been acquired as long

term investment, no depreciation has been provided

thereon.

On disposal of an investment, the difference between its

carrying amount and net disposal proceeds is charged

or credited to the statement of profit and loss.

Valuation of Inventories

Traded Goods and stock in trade are valued at net

realizable value. Net realizable value is the estimated

selling price in the ordinary course of business, less

estimated costs of completion and estimated costs

necessary to make the sale.

Revenue recognition

Revenue is recognized to the extent that it is probable

that the economic benefits will flow to the company and

the revenue can be reliably measured.

Sale of goods

Revenue from sale of goods is recognized when all the

significant risks and rewards of ownership of goods

have been passed to the buyer, usually on delivery of the

goods. The company collects sales taxes and value

added taxes (VAT) on behalf of the government and,

therefore, these are not economic benefits flowing to

the company. Hence, they are excluded from revenue.

Dividends

Dividend income is recognized when the company's

right to receive dividend is established by the reporting

date.

Interest

Interest income is recognized on a time proportion

basis taking into account the amount outstanding and

the applicable interest rate. Interest income is included

under the head “other income” in statement of profit

and loss.

Foreign currency translation

Initial Recognisation

Foreign currency transaction are recorded in the

reporting currency, by applying to the foreign currency

amount the exchange rate between the reporting

currency and the foreign currency at the date of

transaction.

Conversion

Foreign currency monetary items are reported using the

closing exchange rate on the Reporting date.

Exchange difference

The company accounts for exchange differences arising

on translation/settlement of foreign currency monetary

items and all exchange differences are recognized as

income or as expenses in the period in which they arise.

Forward exchange contracts entered to hedge foreign

currency risk

The premium or discount arising at the inception of

forward exchange contract is amortized and recognized

as an expense/income over the life of the contract.

Income taxes

Tax expense comprises current and deferred tax. Current

income-tax is measured at the amount expected to be

paid to the tax authorities in accordance with the

Income-tax Act, 1961.

Deferred income tax reflects the impact of timing

difference between taxable income and accounting

income originating during the current year and reversal

of timing difference for the earlier years.

Deferred tax is measured using the tax rates and the

laws enacted or substantively enacted at the reporting

date.

Deferred tax liabilities are recognized for all taxable

timing differences. Deferred tax assets are recognized

for deductible timing differences only to the extent that

there is reasonable certainty that sufficient future

taxable income will be available against which such

deferred tax assets can be realized. In situation where

the company has unabsorbed depreciation or carry

forward tax losses, all deferred tax assets are recognized

only if there is virtual certainty supported by convincing

evidence that they can be realized against future taxable

profits.

At each reporting date, the company re-assesses

unrecognized deferred assets . I t recognizes

unrecognized deferred tax asset to the extent that it has

become reasonably certain or virtually certain, as the

case may be, that sufficient future taxable will be

available against which such deferred tax assets can be

realized.

MAT credit is recognised as an asset in the year in which

the Minimum Alternative tax (MAT) credit becomes

eligible to be recognised as an asset in accordance with

the recommendations contained in Guidance Note

issued by the Institute of Chartered Accountants of

India.Minimum alternate tax paid in a year is charged to

the statement of profit and loss as current tax.

Earnings per share

Basic earnings per share are 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 purposes of calculating diluted earnings per

share, the net profit and loss for the period attributable

to equity shareholders and the weighted average

number of shares outstanding during the period are

adjusted for the effect of all dilutive potential equity

shares.

NOTES FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015

AUTHORIZED CAPITAL

16,000,000 Equity Shares of Rs. 10/- each (Previous year

12,000,000 Equity Shares of Rs. 10/- each.)

ISSUED, SUBSCRIBED & PAID UP CAPITAL

11,110,500 Equity Shares of Rs. 10/- each, Fully paid up in cash

(Previous year 96,00,000 Equity Shares of Rs. 10/- each Fully paid up in cash)

Total in

160,000,000 120,000,000

160,000,000 120,000,000

111,105,000 111,105,000

111,105,000 111,105,000

Note : 2 Share Capital

Balance at the beginning of the year



Reconciliation of number of shares

Add: Additions to share capital on account of issue of shares



11,110,500 Equity Shares of Rs. 10/- each )

11,110,500

-

11,110,500

9,600,000

1,510,500

11,110,500

Terms/rights attached to equity shares

The company has only one class of equity share having par value of Rs.10 per share. Each holder of the equity share is entilted to one vote per share.

In the liquidation of the company, the holders of the equity shares will be entilted to receive the remaining assets of the company, after distribution

of all prefrential amounts.

Details of shareholders holding more than 5% shares in the company

Equity Shares of Rs. 10 each fully paid

Roshni Saraf

Rahul Saraf

Kiran Devi Saraf

Rajendra P. Saraf

No of Shares

% of Holding

No of Shares

% of Holding

No of Shares

% of Holding

No of Shares

% of Holding

3,700,000

33.30%

3,578,000

32.20%

2,592,500

23.33%

875,000

7.88%

3,700,000

33.30%

1,768,000

15.91%

2,592,500

23.33%

875,000

7.88%


Particulars Current Year Previous Year

Provisions

A provision is recognized when the company has a

present obligation as a result of past event, it is probable

that an outflow of resources embodying economic

benefits will be required to settle the obligation and a

reliable estimate can be made of the amount of the

obligation. Provisions are not discounted to their

present value and are determined based on the best

estimate required to settle the obligation at the

reporting date. These estimates are reviewed at each

reporting date and adjusted to reflect the current best

estimates.

Contingent Liabilities

Contingent Liabilities are determined on the basis of

available information and are disclosed by way of notes.

Provision for current Tax and deferred Tax

Provision for current tax is made after taking into

consideration the provision of the Income Tax Act 1961.

Deferred tax resulting from the timing difference

between accounting income and taxable income is

accounted for by using the tax rates and laws that have

been enacted or subsequently enacted as on the

balance sheet date. The Deferred tax asset is recognized

and carried forward only to the extent that there is a

reasonable certainty that the asset will be realized in

future.

Cash and cash equivalents:

All financial instruments, which have original maturities

of three months or less from the date of purchase and

also financial instrument which are readily convertible

into cash without significant losses are considered Cash

equivalents.

Measurement of EBITDA

As permitted by the Guidance Note on the Revised

Schedule VI of the Companies Act, 1956, the company

has elected to present earnings before interest, tax,

depreciation and amortization (EBITDA) as a separate

line item on the face of the statement of profit and loss.

The company measures EBITDA on the basis of profit/

(loss) from continuing operations. In its measurement,

the company does not include depreciation and

amortization expense, finance cost and tax expense.


SHARE PREMIUM ACCOUNT

Note : 3 Reserve & Surplus


Balance as per last financial statement

Add: Premium on Issue of Shares

Less: Amount utilised towards issue of Bonus Shares

Closing Balance

51,105,000

51,548,602

36,000,000

18,787,688

15,105,000

51,105,000 51,105,000

-

-

-

-

SURPLUS (PROFIT & LOSS ACCOUNT)


Add: Profit for the year

Less: Appropiation

Proposed dividend

Transfer to General Reserve

Closing Balance

35,760,914

3,000,000

4,500,000

3,000,000

7,500,000

(469,474)

51,548,602

81,794,938

4,500,000

7,500,000

4,500,000

12,000,000

1,375,853

128,843,540

GENERAL RESERVE


Add: Amt trf from surplus in profit loss account

Closing Balance

Foreign currency translation reserve

Total in 109,684,128193,324,393


Note : 4 Long Term Borrowings


Rupee Loan from Banks/Financial Institutions

Other Loans 64,100,000

5,077,897

69,177,897

35,750,000

15,650,008

51,400,008Total in

Note : 5 Other Long-term Liabilities


Long Term Liabilities

Total in

-

- -

Note : 6 Short-Term Borrowings



Other Short term borrowings 5,875,618

756,409,656

762,285,274

6,921

353,051,230

353,058,151Total in

Trade payables (including acceptances)

Note: 7 Other Current Liabilities


(refer note ____for details of dues to micro and small enterprises)

Advance from customers

Current maturities of long-term borrowings

943,759,423

6,249,353

715,334,227

953,805,096

3,796,320

717,463,300

2,129,073

-

-

-

-

-

-

-

Total in


Interest accrued but not due on borrowings

Interest accrued and due on borrowings

Others

Provision for Tax - 2009-10

Note: 8 Short-term Provisions




444,868 444,868

706,063 10,076,823

Total in

32,702,367 -

-

-

-

-

-

-

-

-

33,853,298 10,521,691

Gold Coin

Note : 9 Other non-current investment


46,366 46,366

46,366 46,366Total in

DEFERRED TAX LIABILITY

DEFERRED TAX ASSETS

Note : 10 Deferred tax assets (net)


227,000

227,000

(507,060)

(159,700)

(347,360)

(159,700)Fixed Assets: Impact of difference between tax depreciation and

depreciation/amortization charged for financial reporting

Others

Gross deferred tax liability

Impact of expenditure charged to profit & loss in current year but

allowed for tax purposes on payment basis

Provision for doubtful debts and advances

Gross deferred tax asset

Net deferred tax asset


CURRENT INVESTMENTS

Note : 12 Current Investments


(valued at cost and fair value unless stated otherwise)

Quated equity instruments

Unquoted government or trust securities -

-

- -

-

-

Total in


INVENTORIES

Note : 13 Inventories


(Valued at net realisable value)

Traded goods 175,238,747434,337,793

434,337,793 175,238,747Total in

Total in

Co

st o

r V

alu

ati

on

No

te : 1

1 F

ixed

Ass

ets

At

31

Marc

h 2

01

31

2,4

97

,22

68

30

,05

11

98

,40

17

82

,55

92

5,3

39

14

9,6

38

14

,48

3,2

14

29

,36

33

,38

1,1

49

40

6,6

70

33

3,2

00

2,6

11

,91

6

15

,10

9,1

42

83

0,0

51

60

5,0

71

1,1

15

,75

92

5,3

39

17

9,0

01

17

,86

4,3

63

2,5

16

,92

5

12

,59

2,2

17

86

8,3

41

62

2,0

71

1,3

21

,85

95

6,8

41

18

7,1

01

2,5

16

,92

5

Part

icu

lars

Tan

gib

le a

ssets

Veh

icle

sA

ir C

on

dit

ion

er

Co

mp

ute

rsM

ob

ile

Offi

ce

Eq

uip

men

tTo

tal

Fu

rnit

ure

&

Fix

ture

Ad

dit

ion

s d

uri

ng

th

e p

eri

od

Dis

po

sals

du

rin

g t

he p

eri

od

Oth

er

adju

stm

en

ts

At

31

Marc

h 2

01

4

Ad

dit

ion

s d

uri

ng

th

e p

eri

od

Dis

po

sals

du

rin

g t

he p

eri

od

Oth

er

adju

stm

en

ts

At

31

Marc

h 2

01

5

At

31

Marc

h 2

01

5

Dep

reci

ati

on

At

31

Marc

h 2

01

3

Ch

arg

e f

or

the y

ear

Dis

po

sals

At

31

Marc

h 2

01

4

Ch

arg

e f

or

the y

ear

Dis

po

sals

Net

Blo

ck

At

31

Marc

h 2

01

4

At

31

Marc

h 2

01

5

--

--

--

-

--

--

--

--

-

-3

8,2

90

17

,00

02

06

,10

03

1,5

02

8,1

00

30

0,9

92

--

--

--

-

--

--

-

--

--

--

--

--

-

-

1,2

44

,88

81

16

,46

61

29

,45

69

7,1

00

6,0

55

68

,19

7

15

,64

8,4

30

1,3

18

,47

05

2,5

42

49

00

16

3,0

63

1,2

04

7,4

67

1,6

62

,16

2

1,4

91

,74

7

2,5

63

,35

81

69

,00

81

78

,45

71

60

,16

37

,25

97

5,6

64

1,8

91

,33

19

8,8

93

16

4,8

72

12

6,1

90

13

,13

24

6,9

05

2,3

41

,32

3

3,1

53

,90

9

79

6,8

81

4,6

98

,35

1

79

6,8

81

3,6

57

,80

82

67

,90

13

43

,32

92

86

,35

32

0,3

91

12

2,5

69

12

,54

5,7

84

66

1,0

43

42

6,6

14

95

5,5

96

18

,08

01

03

,33

71

4,7

10

,45

4

8,9

34

,40

96

00

,44

02

78

,74

21

,03

5,5

06

36

,45

06

4,5

32

10

,95

0,0

79

NO

TES F

OR

MIN

G P

AR

T O

F T

HE

CO

NSO

LID

AT

ED

BA

LA

NC

ESH

EET

AS A

T 3

1ST

MA

RC

H, 2

01

5

TRADE RECEIVABLE

Note : 14 Trade Receivables and Other Asset


Unsecured considered good unless stated otherwise

Outstanding for a period exeeding six months

Secured considered good


Unsecured considered good


Doubtful

Doubtful

Provision for doubtful receivable


Other Receivable

37,957,705

37,957,705

962,511,043

962,511,043

1,000,468,748

191,449,616

191,449,616

1,171,783,652

1,171,783,652

1,363,233,268

-

-

-

-

-

-

-

-

-

-

-

-


CASH-IN-HAND

Note : 15 Cash & Cash Equivalent


Cash Balance (As certified by Management)

BALANCES WITH BANKS

Total in

Total in

Total in


With Scheduled Banks in Current Account

FIXED DEPOSITS WITH BANKS HELD AS MARGIN MONEY

With Scheduled Banks as Fixed Deposits

292,976 312,024

292,976 312,024

2,856,577

148,958,233

151,814,810

152,126,834

268,785,160

277,623,748

277,916,724

8,838,588

CAPITAL ADVANCES

Note : 16 Loans & Advances




SECURITY DEPOSIT

LOAN AND ADVANCES

OTHER LOAN AND ADVANCES

-

-

-

-

-

-

2,500,000

2,500,000

1,077,500

1,077,500

309,800

3,983,257

299,171

39,000

2,523,723

6,845,151

10,732,451

96,500

96,500

1,500,839

1,004,287

356,557

2,007,938

25,151,152

28,519,934

30,117,273




Advances income-Tax

Advances

Balances with statutory/ government authorities

Prepaid Expenses

OTHER ASSET

UNAMORTISED EXPENDITURE

OTHERS

Note : 17 Other Current Assets


Unsecured, considered good unless stated otherwise

Unamortised premium on forward contract

Interest accrued on fixed deposit

Interest accrued on investment

Dividend receivable on investment in subsidiaries - Long term

Others

Non current Bank Balance

Anciliary cost of arranging the borrowing


415,7355,054,943

2,241,871

415,735

415,735

7,296,814

7,296,814

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total in

Sales

Notes : 18 Revenue from operations


4,817,030,691

4,817,030,69110,233,872,796

10,233,872,796

Total in

Interest on Fixed Deposits

Other Interest Income

Other Income

Note : 19 Other Income


4,234,24111,600,727

4,172,2168,434,163

4,716854,791

57,3092,311,773

Total in

Purchase of Materials

Less: Discounts and Rate Difference

Custom Duty & CVD

Clearing & Forwarding Charges

Note : 20 Cost of materials Traded


4,531,638,01010,311,355,967

4,503,640,94510,313,465,290

53,491,11722,576,241

11,711,62017,241,517

41,927,081 37,205,672


INVETORIES AT THE END OF THE YEAR

Note : 21 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade


Trade goods

Trade goods

INVETORIES AT THE BEGINNING OF THE YEAR

Total in


434,337,793 175,238,747

339,447,590

164,208,843

175,238,747

(259,099,046)

Note : 22 Employee Benefit Expenses


Salary & Wages

Employer Contribution to PF

Staff welfare Exp.

Total in

3,388,543 3,356,443

213,049 -

193,676 787,233

3,795,268 4,143,676

Note : 23 Financial Costs


Interest

Foreign Exchnage Difference

Profit & Loss in Buyers Credit

Total in

21,090,769 17,699,855

-

5,399,630 9,058,930

44,452,456 54,981,618

Buyers Credit Commission

Bank charges

Others

18,586,743

3,191,318

4,637,547

1,807,225

7,586,430

7,816,704

2,558,923

Note : 24 Depreciation and amortization Expense


Depreciation on Fixed Assets

Total in

2,341,323

2,341,323

1,491,747

1,491,747

Total in

Transport Charges

Electricity Expenses

Note : 25 Other Expenses


Municipal Taxes

Director remuneration

Roc Filing Fee

Professional & Legal Fees

Printing & stationery

Repair & Maintenance

Storage Charges

Agency Charges


1,356,331 3,221,337

104,760 -

261,869 151,735

1,112,149 1,976,509

27,427,922 18,309,994

Commission Charges

Office & Ground Rent

Audit Fee

Travelling Expenses

Telephone charges

Insurance Charges & Premium

Office Expenses

Advertising Expenses

Business promotion Expenses

VAT

Service Tax

Sundry Balances Written off

Stamp Duty Charges

Miscellaneous Expenses

3,322,664 2,125,187

497,932 458,016

1,888,600 1,463,000

4,750,000 2,400,000

- 81,894

589,072 558,555

211,338 253,492

22,509 66,205

4,774,807 520,458

283,870 93,258

535,553 274,990

709,698 1,702,137

151,311 513,884

72,000 -

81,682 294,074

1,746,750 -

1,193,811 260,824

1,187,098 90,806

681,452 446,603

1,892,666 1,357,030

Claims against the company not acknowledged as debts*

The amount of interest due and payable for the period of delay in making

payment (which have been paid butbryond the appointed day during the

year) but without adding interest specified under the MSMED Act 2006.

Note : 26 Contingent liabilities


Contingent liabilities

The principal amount and the intrest due thereon remaining unpaid to

any supplier as at the end of each accounting year Principal amount due

to micro and small enterprises

Claim by Govt Authorities

Interest due on above

NIL NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

5,001,550

Disputed Tax Demands

The amount of interest paid by the buyer in terms of section 16 of the

MSMED Act 2006 along with the amounts of the payment made to the

supplier beyond the appointed day during each accounting year

86,423,511


Note : 27 Related Party Disclosures

Names of the related parties and relationship

Particulars Designation


Sr. No.

2

Rahul Saraf

Imexgo Private Limited31.03.2015

31.03.2014 21,368,627

Director Holding & subsidary

Rajendra P. Saraf Director Holding

Kiran Devi Saraf Director Holding

Roshni Saraf Director Holding

Jasbir Singh Director Subsidary

Imexgo Private Ltd. Relative's Concern

1

1

3

4

6

5

a) Sale/Purchase of goods (in Rs.)

Year ended Sale of goodsTrade

ReceivablesTrade Payables

Purchase ofgoodsParticularsSr. No.

- - - -

- - -

b) Remuneration/Income to Related Party

ParticularsSr. No.

2

Rahul Saraf Director' Remuneration

Director' Remuneration


Rent Paid

3,600,000

525,000

625,000

600,000

350,000 300,000

300,000

-

900,000

1,500,000

Rajendra P. Saraf

Kiran Devi Saraf

Roshni Saraf

1

3

4

5

Nature of Payament Current Year Previous Year

Roshni Saraf

c) Loan from directors

ParticularsSr. No.

Rahul Saraf Loan from Director - 6,9211


Rent Paid

Note : 28 Value of imports calculated on CIF basis


Raw material

Traded Materials

Components & spare parts

Capital Goods

2,748,595,298 1,136,529,408

- -

- -

- -

Total in USD

Cost of Sales

Note : 29 Expenditure in foreign currency (accrual basis) in USD


Auditor Remuneration

Exchange Loss

Bank Charges

Travelling Expenses


35,663,448 30,810,996

3,097 2,581

35,670,835 30,843,523

Business Registration Fees

Salary

2,336 351

- 116

1,935 18,000

19 -

- 11,479

Raw Material

Note : 30 Imported and indigenous raw material, component and spare parts consumed


Imported

Imported

Indigeneously obtained


Components & Spare Parts

- -

- -

- -

- -

Note : 31

Balances of Sundry Debtors, Sundry Creditors, Unsecured Loans, Loans & Advances and other Assets, as well as Current Liabilities

are subject to confirmation/ reconciliation from respective parties.

Note : 32

During the year under audit the sales tax authorities have raised a demand of Rs 35,883,464 and Rs 41,200,437 for the financial year

2009-10 and 2010-11 respectively, reflected in Note-26 Contingent liability, against which the Company has made payement of

Rs 3,655,361 and Rs 3,100,000 for the financial year 2009-10 and 2010-11 respectively as sales tax deposited under protest and have

preferred appeal against the order to Commissioner of Sales Tax, Appeals Mumbai.

Year of remittance (ending on)

Note : 33 Earning in foreign currncy (accrual basis) in USD


Previous Year figures have been regrouped/ rearranged where-ever necessary.

Note : 34 Previous year figure




(CA. S. K. Kedia)

Partner


Place: Mumbai

Dated:



73,389,635 46,753,458

To the Members of

M/s Maxgrow Overseas Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone

financial statements of M/s Maxgrow Overseas Limited

(“the Company”), which comprise the Balance Sheet as

at March 31, 2015, and the Statement of Profit and Loss

and Cash flow statement for the year then ended, and a

summary of significant accounting policies and other

explanatory information.

Management's Responsibility for the Standalone


The Company's 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

standalone financial statements that give a true and fair

view of the financial position, financial performance and

Cash Flow of the Company in accordance with the

accounting principles generally accepted in India,

including the Accounting Standards specified under

section 133 of the Act read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes

maintenance of adequate accounting records in

accordance with the provisions of the Act for

safeguarding the assets of the Company and for

prevent ing and detect ing frauds and other

irregularities; selection and application of appropriate

accounting policies; making judgments and estimates

that are reasonable and prudent; and design,

implementation and maintenance of adequate internal

financial controls that were operating effectively for

ensuring 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.

Auditor's 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 included 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 specified 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

financia l statements are free from mater ia l

misstatement.

An audit involves performing procedures to obtain

audit evidence about the amounts and the disclosures

in the financial statements. The procedures selected

depend on the auditor's 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 auditor considers

internal financial control relevant to the Company's

preparation of the financial statements that give a true

and fair view in order to design audit procedures that

are appropriate in the circumstances, but not for the

purpose of expressing an opinion on whether the

Company has in place an adequate internal financial

controls system over financial reporting and the

operating effectiveness of such controls. An audit also

includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the

accounting estimates made by the Company's

Directors, as well as evaluating the overall presentation

of the financial statements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our

audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and

according to the explanations given to us, the aforesaid

standalone 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 31st March, 2015, and its

profit and its Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements


Independent Auditor's Report Standalone( )

As required by the Companies (Auditor's Report)

Order, 2015 (“the Order”) issued by the Central

Government of India in terms of Section 143(11) of

the Act, we give in Annexure a statement on the

matter specified in paragraph 3 and 4 of the Order,

to the extent applicable.

As required by Section 143 (3) of the Act, we report

that:

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;

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.

The Balance Sheet, Statement of Profit and Loss and

Cash Flow statement dealt with by this Report are in

agreement with the books of account.

In our opinion, the aforesaid standalone financial

statements comply with the Accounting Standards

specified under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014;

On the basis of written representations received

from the Directors as on March 31, 2015, and taken

on record by the Board of Directors, none of the

directors is disqualified as on March 31, 2015, from

being appointed as a director in terms of Section

164 (2) of the Act.

With respect to the other matters to be included in

the Auditor's 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 explanations given to us:

The Company has disclosed the impact of pending

litigations on its financial position in its financial

statements.

The Company has made provision, as required

under the applicable law or accounting standards,

for material foreseeable losses, if any, on long-term

contracts including derivative contracts.

There were no amounts which were required to be

transferred to the Investor Education and Protection

Fund by the Company.



FRN: 001652N

(CA S. K. Kedia)

Partner


P |lace: Mumbai Date:

1

a)

b)

c)

2

d)

e)

f)

ii

iii

i



explanations given to us, there is an adequate

internal control procedure commensurate with the

size of the company and nature of its business, for

the purchase of inventories and fixed assets and for

sale of goods and services. During the course of our

audit, we have not observed any continuing failure

to correct major weaknesses in such internal

controls systems.


given to us, the Company has not accepted any

deposits from the public. Therefore, the provisions

of clause (V) of paragraph 3 of the CARO 2015 are

not applicable to the company.

The Central Government has not prescribed the

maintenance of cost records under section 148 (1) of

the companies act 2013.

In respect of Statutory Dues:



examined by us, in our opinion the company is

generally regular in depositing undisputed

statutory dues including Provident Fund,

Employees' State Insurance, Income-tax, Sales-tax,

Wealth Tax, Service Tax, Custom Duty, Excise Duty,

Value added Tax, CESS and other material statutory

dues as applicable with the appropriate authorities.


given to us there were no outstanding statutory

dues as on 31st of March, 2015 for a period of

exceeding six months from the date they became

payable except for Gujarat VAT Liability of Rs.

1,02,714, Silvasa VAT liability of Rs 39,465, TCS

Liability of Rs. 14,03,264, TDS Liability of Rs. 19,314,

Service tax liability of Rs. 38,929 and Income Tax

Liability of Rs. 4,44,868.

4The Annexure referred to in paragraph 1 under

'Report on Other Legal and Regulatory Requirements'

of the Our Report of even date.

In respect of its Fixed Assets:

The Company has maintained proper records

showing full particulars including quantitative

details and situation of fixed assets.

As explained to us, all the fixed assets have been

physically verified by the management, which in our

opinion is reasonable, having regard to the size of

the company and nature of its assets. No material

discrepancies were noticed on such physical

verification.

In respect of its Inventories:

The inventories have been physically verified during

the year by the management. In our opinion, the

frequency of verification is reasonable.


explanations given to us, the procedures of physical

verification of inventories followed by the

management are reasonable and adequate in

relation to the size of the company and the nature of

its business.

In our opinion and on the basis of our examination

of the records, the Company is generally

maintaining proper records of its inventories. No

material discrepancy was noticed on physical

verification of stocks by the management as

compared to book records.


given to us and on the basis of our examination of

the books of account, the Company has not granted

any loans, secured or unsecured, to companies,

firms or other parties listed in the register

maintained under Section 189 of the Companies

Act, 2013.

1

a)

b)

2

a)

b)

c)

3

5

6

7

a)

Annexure to Independent Auditors' Report



examined by us, in our opinion the loans taken by

the company from the Banks/Financial Institutions

during the year have been appropriately applied for

the purpose for which it was obtained.


explanations given to us, no fraud by the Company

and no material fraud on the Company has been

noticed or reported during the year.



FRN: 001652N

(CA S. K. Kedia)

Partner


Place: Mumbai

Date:

11Details of dues of Income tax, Sales tax, Wealth tax,

Service tax, Custom Duty, Excise Duty, Value Added

Tax and Cess which have not been deposited as at

31.03.2015 on account of dispute are given below:

b)

Income Tax

Commissioner of

Income Tax,

Appeals2011-12 Rs. 93,39,610

Sales Tax

Sales Tax

Sales Tax

Commissioner

TSales ax,

Appeals

Commissioner

TSales ax,

Appeals

Commissioner

TSales ax,

Appeals

2009-10 (VAT) Rs. 3,58,83,464

2010-11 (VAT) Rs. 4,09,41,931

2010-11 ( )CST Rs. 2,58,506

According to the records of the company, there are

no amounts that are due to be transferred to the

Investor Education and Protection Fund in

accordance with the relevant provisions of the

Companies Act, 1956 (1 of 1956) and Rules made

thereunder.

The Company does not have any accumulated loss

at the end of the financial year and has not incurred

cash loss during the financial year covered by our

audit and in the immediately preceding financial

year.

Based on our audit procedures and on the

information and explanations given by the

management, we are of the opinion that, the

Company has not defaulted in repayment of dues to

financial institutions and banks.


given to us, the Company has not given any

guarantee for loans taken by others from bank or

financial institutions.

c)

8

9

10

12

Name of the

Statute

(Nature of

Dues)

Forum Where

Dispute is

Pending

Period to which

the amount

relates

Amount

Involved

(Rs. in Crores)


STANDALONE BALANCE SHEET AS AT 31st MARCH 2015

2

3

4

5

6

7

7

8

11

9

10

12

13

14

15

16

17

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

(2) Share Application money pending allotment

(3) Non-Current Liabilities

(a) Long-Term Borrowings

(b) Deferred Tax Liabilities (Net)

(c) Other Long Term Liabilities

(d) Long Term Provisions

(4) Current Liabilities

(a) Short-Term Borrowings

(b) Trade Payables

(c) Other Current Liabilities

(d) Short-Term Provisions

Total Equity & Liabilities

II. ASSETS

(1) Non-Current Assets

(a) Fixed Assets

(i) Gross Block

(ii) Depreciation

(iii) Net Block

(b) Non-current investments

(c) Deferred tax assets (net)

(d) Long term loans and advances

(e) Other non-current assets

(2) Current Assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances

(f) Other current assets

Total Assets

111,105,000

142,007,855

-

69,177,897

347,360

762,278,042

775,015,703

9,852,606

26,544,868

1,896,329,331

15,648,430

4,698,351

10,950,079

47,260,816

434,337,793

-

-

-

-

-

1,091,354,315

277,254,112

30,117,273

5,054,943

1,896,329,331

111,105,000

93,751,779

51,400,008

507,060

353,051,230

2,129,073

9,844,868

1,038,464,831

17,864,363

3,153,909

14,710,454

783,316

175,238,747

687,269,483

149,314,645

10,732,451

415,735

1,038,464,831

-

-

-

416,675,813

-

-

-

-





(CA. S. K. Kedia)

Partner


Place: Mumbai

Dated:



Notes. No.Figures as at

31st March 2015

Figures as at

31st March 2014Particulars

Balance Sheet

STANDALONE PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED ON 31st MARCH, 2015





(CA. S. K. Kedia)

Partner


Place: Mumbai

Dated:




Other Income

III. Total Revenue (I + II)

Expenses:

Cost of Materials Traded

Changes in inventories of finished goods,

work-in-progress and Stock-in-Trade

Employee Benefit Expenses

Financial Costs

Depreciation and Amortization Expenses

Other Expenses

Total Expenses (IV)

Profit before exceptional & extraordinary items & tax

Exceptional Items

Profit before extraordinary items and tax (V - VI)

Extraordinary Items

Profit before tax (VII - VIII)

Tax expense:

(1) Current tax

(2) Income Tax for Earlier Years

(3) Deferred tax

Profit for the Year

Earning per equity share:

(1) Basic

(2) Diluted

I

II

III

IV

V

VI

VII

VIII

IX

X

XI

XII

18

19

20

21

22

23

24

25

(III - IV)

(IX-X)

8,016,027,090

11,600,727

8,027,627,817

8,134,101,307

(259,099,046)

3,677,136

44,309,843

2,341,323

27,238,850

7,952,569,413

75,058,404

-

75,058,404

-

75,058,404

26,100,000

862,027

-159,700

48,256,077

4.34

4.34

2,904,925,972

4,234,241

2,909,160,213

2,638,610,408

164,208,843

3,037,756

54,960,028

1,491,747

17,439,032

2,879,747,814

29,412,399

-

29,412,399

-

29,412,399

9,400,000

426,308

227,000

19,359,091

1.74

1.74

Notes.

No.


current reporting periodParticulars

Sr.

No.



previous reporting period


Cash Flow Statement

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015


[1] Cash Flow From Operating Activities :

Net Profit/(Loss) before tax

Adjustment for :

Depreciation

Interest Paid

Liability No Longer Required

Interest/Dividend received

Loss on sale of Investments

Operating Profit before Working Capital Changes

Adjustment for :

Inventories

Trade and Other Receivables

Short Term Loans & Advances

Other Long Term Liabilities

Current Liabilities and Provisions

Cash Generated from Operations

Interest Paid

Direct Taxes paid

Net Cash From Operating Activities

[2] Cash flow From Investing Activities:

Purchase of Fixed Assets

Purchase of Investments

Sale of Investments / Fixed Assets

Interest/Dividend Received

Net Cash used in Investing Activities

2,341,323

(9,288,954)

-

(300,992)

1,720,044

9,288,954

(46,477,500)

21,090,769

-

(259,099,46)

(408,724,040)

(23,368,079)

366,063,423

-

(21,090,769)

(6,278,770)

75,058,404

14,143,138

89,201,542

(325,127,742)

(235,926,200)

(27,369,539)

(263,295,739)

(35,769,494)

1,491,747

21,975,138

-

(4,176,932)

-

164,208,845

(578,678,015)

701,111

-

260,080,162

(21,975,138)

(3,983,257)

(3,381,149)

(736,950)

-

4,176,932

29,412,399

19,289,953

48,702,352

(153,687,896)

(104,985,544)

(25,958,395)

(130,943,939)

58,833


[3] Cash Flow From Financing Activities

Share Capital and issue expenses

Proposed Dividend (net of last years excess Prov)

Dividend Tax Paid

Borrowings (Net of repayments)

Net Cash From Financing Activities

NET INCREASE/(DECREASE) IN CASH AND CASH

EQUIVALENTS [A+B+C]

CASH AND CASH EQUIVALENTS AT THE BEGINNING

OF THE YEAR

CASH AND CASH EQUIVALENTS AT THE END

OF THE YEAR

Place :- Mumbai

Date :

-

- -

--

427,004,700

427,004,700 194,506,843

127,939,467 63,621,737

149,314,645 85,692,908

277,254,112

(Director) (Director)

149,314,645

30,210,000

164,296,843

For and on behalf of the Board

AUDITORS CERTIFICATE

We have examined the attached Consolidated Cash Flow Statement of Maxgrow Overseas Limited for the year ended 31st March, 2015.

The statement has been prepared by the Company in accordance with the requirements of the Accounting Standard 3 issued by

The Institute of Chartered Accountants of India and is based on and in agreement with corresponding Profit & Loss Account and the

Balance Sheet of the Company covered by our report of even date to the members of the Company.



(S. K. Kedia)

Partner

ICAI M.No. 052579

Place: Mumbai

Date:


Notes

Note : 1 Significant Accounting Policies:

Basis of Accounting:

The Financial statements are prepared under historical

cost convention and in accordance with the generally

accepted accounting principles on an accrual basis to

comply with the Accounting Standards referred to in

Section 133 of the Companies Act, 2013 and the relevant

provisions of the Act, as applicable.

Use of Estimates:

The presentation of financial statements requires the

Management to make estimates and assumptions that

affect the reported amount of assets and liabilities on

the date of financial statements and the reported

amount of revenues and expenses during the reporting

period. Differences between the actual results and

estimates are recognized in the period in which the

results are known / materialized.

Fixed assets- Tangible:

Fixed assets are stated at their historical cost less

accumulated depreciation thereon. The cost of fixed

assets comprises of the acquisition cost and any

attributable cost of bringing the assets to its working

condition for its intended use.

Subsequent expenditure incurred on assets put to use is

capitalized only when it Increases the future benefits

from such assets beyond its previously assessed

standard of performance.

Subsidy/ contribution received for any specific asset is

reduced from the cost thereof.

The cost of self-constructed fixed assets comprises of

the costs directly relating to the Specific assets and

overheads consistently allocated at pre-determined

percentage of direct salaries & wages.

Fixed Assets held for sale are stated at lower of their net

book value and net realisable value and are disclosed

separately in the financial statements.

Depreciation - Tangible assets:

Depreciation on fixed assets has been provided on the

Straight Line basis over the useful lives of the assets,

which is stated in Schedule II of Companies Act, 2013

which coincides with the useful life estimated by the

management.

In respect of addition to/ deletion from the Fixed Assets,

depreciation is charged on pro rata basis from the date

of addition/deletion of the assets.

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.

Recognition and Measurement

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 less provision for diminution, other

than temporary, in the value of such investments

Investment property

FAn investment in land or buildings, which is not

intended to be occupied substantially for use by, or in

the operations of, the company, is classified as

investment property. Investment properties are stated

at cost, net of accumulated depreciation and

accumulated impairment losses, if any.

The cost comprises purchase price, borrowing costs if

capitalization criteria are met directly attributable cost

of bringing the investment property to its working

condition for the intended use. Any trade discounts and

rebate are deducted in arriving at the purchase price.

Since the Office premises have been acquired as long

term investment, no depreciation has been provided

thereon.

On disposal of an investment, the difference between its

carrying amount and net disposal proceeds is charged

or credited to the statement of profit and loss.

Valuation of Inventories

Traded Goods and stock in trade are valued at net

realizable value. Net realizable value is the estimated

selling price in the ordinary course of business, less

estimated costs of completion and estimated costs

necessary to make the sale.

Revenue recognition

Revenue is recognized to the extent that it is probable

that the economic benefits will flow to the company and

the revenue can be reliably measured.

Sale of goods

Revenue from sale of goods is recognized when all the

significant risks and rewards of ownership of goods

have been passed to the buyer, usually on delivery of the

goods. The company collects sales taxes and value

added taxes (VAT) on behalf of the government and,

therefore, these are not economic benefits flowing to

the company. Hence, they are excluded from revenue.

Dividends

Dividend income is recognized when the company's

right to receive dividend is established by the reporting

date.

Interest

Interest income is recognized on a time proportion

basis taking into account the amount outstanding and

the applicable interest rate. Interest income is included

under the head “other income” in statement of profit

and loss.

Foreign currency translation

Initial Recognisation

Foreign currency transaction are recorded in the

reporting currency, by applying to the foreign currency

amount the exchange rate between the reporting

currency and the foreign currency at the date of

transaction.

Conversion

Foreign currency monetary items are reported using the

closing exchange rate on the Reporting date.

Exchange difference

The company accounts for exchange differences arising

on translation/settlement of foreign currency monetary

items and all exchange differences are recognized as

income or as expenses in the period in which they arise.

Forward exchange contracts entered to hedge foreign

currency risk

The premium or discount arising at the inception of

forward exchange contract is amortized and recognized

as an expense/income over the life of the contract.

Income taxes

Tax expense comprises current and deferred tax. Current

income-tax is measured at the amount expected to be

paid to the tax authorities in accordance with the

Income-tax Act, 1961.

Deferred income tax reflects the impact of timing

difference between taxable income and accounting

income originating during the current year and reversal

of timing difference for the earlier years.

Deferred tax is measured using the tax rates and the

laws enacted or substantively enacted at the reporting

date.

Deferred tax liabilities are recognized for all taxable

timing differences. Deferred tax assets are recognized

for deductible timing differences only to the extent that

there is reasonable certainty that sufficient future

taxable income will be available against which such

deferred tax assets can be realized. In situation where

the company has unabsorbed depreciation or carry

forward tax losses, all deferred tax assets are recognized

only if there is virtual certainty supported by convincing

evidence that they can be realized against future taxable

profits.

At each reporting date, the company re-assesses

unrecognized deferred assets . I t recognizes

unrecognized deferred tax asset to the extent that it has

become reasonably certain or virtually certain, as the

case may be, that sufficient future taxable will be

available against which such deferred tax assets can be

realized.


MAT credit is recognised as an asset in the year in which

the Minimum Alternative tax (MAT) credit becomes

eligible to be recognised as an asset in accordance with

the recommendations contained in Guidance Note

issued by the Institute of Chartered Accountants of

India. Minimum alternate tax paid in a year is charged to

the statement of profit and loss as current tax.

Earnings per share

Basic earnings per share are 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 purposes of calculating diluted earnings per

share, the net profit and loss for the period attributable

to equity shareholders and the weighted average

number of shares outstanding during the period are

adjusted for the effect of all dilutive potential equity

shares.

Provisions

A provision is recognized when the company has a

present obligation as a result of past event, it is probable

that an outflow of resources embodying economic

benefits will be required to settle the obligation and a

reliable estimate can be made of the amount of the

obligation. Provisions are not discounted to their

present value and are determined based on the best

estimate required to settle the obligation at the

reporting date. These estimates are reviewed at each

reporting date and adjusted to reflect the current best

estimates.

Contingent Liabilities

Contingent Liabilities are determined on the basis of

available information and are disclosed by way of notes.

Provision for current Tax and deferred Tax

Provision for current tax is made after taking into

consideration the provision of the Income Tax Act 1961.

Deferred tax resulting from the timing difference

between accounting income and taxable income is

accounted for by using the tax rates and laws that have

been enacted or subsequently enacted as on the

balance sheet date. The Deferred tax asset is recognized

and carried forward only to the extent that there is a

reasonable certainty that the asset will be realized in

future.

Cash and cash equivalents:

All financial instruments, which have original maturities

of three months or less from the date of purchase and

also financial instrument which are readily convertible

into cash without significant losses are considered Cash

equivalents.

Segment reporting

The company operates in one segment only.

Measurement of EBITDA

As permitted by the Guidance Note on the Revised

Schedule VI of the Companies Act, 1956, the company

has elected to present earnings before interest, tax,

depreciation and amortization (EBITDA) as a separate

line item on the face of the statement of profit and loss.

The company measures EBITDA on the basis of profit/

(loss) from continuing operations. In its measurement,

the company does not include depreciation and

amortization expense, finance cost and tax expense.

NOTES FORMING PART OF THE STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2015

AUTHORIZED CAPITAL



ISSUED, SUBSCRIBED & PAID UP CAPITAL

11,110,500 Equity Shares of Rs. 10/- each, Fully paid up in cash

(Previous year 96,00,000 Equity Shares of Rs. 10/- each Fully paid up in cash)

Total in

160,000,000 100,000,000

160,000,000 100,000,000

111,105,000 111,105,000

111,105,000 111,105,000

Note : 2 Share Capital




Reconciliation of number of shares

Add: Additions to share capital on account of issue of shares



11,110,500 Equity Shares of Rs. 10/- each )

11,110,500

-

11,110,500

9,600,000

1,510,500

11,110,500

Terms/rights attached to equity shares

The company has only one class of equity share having par value of Rs.10 per share. Each holder of the equity share is entilted to one vote per share.

In the liquidation of the company, the holders of the equity shares will be entilted to receive the remaining assets of the company, after distribution

of all prefrential amounts.

Details of shareholders holding more than 5% shares in the company

Equity Shares of Rs. 10 each fully paid

Roshni Saraf

Rahul Saraf

Kiran Devi Saraf

Rajendra P. Saraf

No of Shares

% of Holding

No of Shares

% of Holding

No of Shares

% of Holding

No of Shares

% of Holding

3,700,000

33.30%

3,578,000

32.20%

2,592,500

23.33%

875,000

7.88%

3,700,000

33.30%

1,768,000

15.91%

2,592,500

23.33%

875,000

7.88%




SHARE PREMIUM ACCOUNT

Note : 3 Reserve & Surplus



Add: Premium on Issue of Shares

Less: Amount utilised towards issue of Bonus Shares

Closing Balance

51,105,000

35,146,779

36,000,000

18,787,688

15,105,000

51,105,000 51,105,000

-

-

-

-

SURPLUS (PROFIT & LOSS ACCOUNT)


Add: Profit for the year

Less: Appropiation

Proposed dividend

Transfer to General Reserve

Closing Balance

19,359,091

3,000,000

4,500,000

3,000,000

7,500,000

35,146,779

48,256,077

4,500,000

7,500,000

4,500,000

12,000,000

78,902,856

GENERAL RESERVE


Add: Amt trf from surplus in profit loss account

Closing Balance

Total in 93,751,779142,007,856

Note : 4 Long Term Borrowings



Other Loans 64,100,000

5,077,897

69,177,897

35,750,000

15,650,008

51,400,008Total in

Note : 5 Other Long-term Liabilities


Long Term Liabilities

Total in

-

- -

Note : 6 Short-Term Borrowings



Other Short term borrowings 5,868,382

756,409,656

762,278,038

-

353,051,230

353,051,230Total in

Trade payables (including acceptances)

Note: 7 Other Current Liabilities


(refer note ____for details of dues to micro and small enterprises)

Advance from customers

Current maturities of long-term borrowings

775,015,703

6,249,353

416,675,813

784,868,309

3,603,253

418,804,886

2,129,073

-

-

-

-

-

-

-

Total in

Interest accrued but not due on borrowings

Interest accrued and due on borrowings

Others


Note: 8 Short-term Provisions




444,868 444,868

- 9,400,000

Total in

26,100,000 -

-

-

-

-

-

-

-

-

26,544,868 9,844,868

TRADE INVESTMENTS

Note : 9 Other non-current investment


47,260,816 783,316Total in

DEFERRED TAX LIABILITY

DEFERRED TAX ASSETS

Note : 10 Deferred tax assets (net)


227,000

227,000

(507,060)

(159,700)

(347,360)

(159,700)Fixed Assets: Impact of difference between tax depreciation and

depreciation/amortization charged for financial reporting

Others

Gross deferred tax liability

Impact of expenditure charged to profit & loss in current year but

allowed for tax purposes on payment basis

Provision for doubtful debts and advances

Gross deferred tax asset

Net deferred tax asset

Investment in equity instrument of Subsidiary Company 47,214,450 736,950

OTHER INVESTMENTS

Gold Coin 46,366 46,366



Co

st o

r V

alu

ati

on

No

te : 1

1 F

ixed

Ass

ets

At

31

Marc

h 2

01

31

2,4

97

,22

68

30

,05

11

98

,40

17

82

,55

92

5,3

39

14

9,6

38

14

,48

3,2

14

29

,36

33

,38

1,1

49

40

6,6

70

33

3,2

00

2,6

11

,91

6

15

,10

9,1

42

83

0,0

51

60

5,0

71

1,1

15

,75

92

5,3

39

17

9,0

01

17

,86

4,3

63

2,5

16

,92

5

12

,59

2,2

17

86

8,3

41

62

2,0

71

1,3

21

,85

95

6,8

41

18

7,1

01

2,5

16

,92

5

Part

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Tan

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Veh

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At

31

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At

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01

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--

--

--

-

--

--

--

--

-

-3

8,2

90

17

,00

02

06

,10

03

1,5

02

8,1

00

30

0,9

92

--

--

--

-

--

--

-

--

--

--

--

--

-

-

1,2

44

,88

81

16

,46

61

29

,45

69

7,1

00

6,0

55

68

,19

7

15

,64

8,4

30

1,3

18

,47

05

2,5

42

49

00

16

3,0

63

1,2

04

7,4

67

1,6

62

,16

2

1,4

91

,74

7

2,5

63

,35

81

69

,00

81

78

,45

71

60

,16

37

,25

97

5,6

64

1,8

91

,33

19

8,8

93

16

4,8

72

12

6,1

90

13

,13

24

6,9

05

2,3

41

,32

3

3,1

53

,90

9

79

6,8

81

4,6

98

,35

1

79

6,8

81

3,6

57

,80

82

67

,90

13

43

,32

92

86

,35

32

0,3

91

12

2,5

69

12

,54

5,7

84

66

1,0

43

42

6,6

14

95

5,5

96

18

,08

01

03

,33

71

4,7

10

,45

4

8,9

34

,40

96

00

,44

02

78

,74

21

,03

5,5

06

36

,45

06

4,5

32

10

,95

0,0

79

CURRENT INVESTMENTS

Note : 12 Current Investments


(valued at cost and fair value unless stated otherwise)

Quated equity instruments

Unquoted government or trust securities -

-

- -

-

-

Total in

INVENTORIES

Note : 13 Inventories


(Valued at net realisable value)

Traded goods 175,238,747434,337,793

434,337,793 175,238,747Total in

Total in

TRADE RECEIVABLE

Note : 14 Trade Receivables and Other Asset


Unsecured considered good unless stated otherwise

Outstanding for a period exeeding six months





Doubtful

Doubtful



Other Receivable

37,957,705

37,957,705

649,311,778

649,311,778

687,269,483

191,449,616

191,449,616

899,904,699

899,904,699

1,091,354,315

-

-

-

-

-

-

-

-

-

-

-

-



CASH-IN-HAND

Note : 15 Cash & Cash Equivalent


Cash Balance (As certified by Management)

BALANCES WITH BANKS

Total in

Total in

With Scheduled Banks in Current Account

FIXED DEPOSITS WITH BANKS HELD AS MARGIN MONEY

With Scheduled Banks as Fixed Deposits

292,976 312,024

292,976 312,024

44,388

148,958,233

149,002,621

149,314,645

268,785,160

276,961,136

277,254,112

8,175,976

CAPITAL ADVANCES

Note : 16 Loans & Advances




SECURITY DEPOSIT

LOAN AND ADVANCES

OTHER LOAN AND ADVANCES

-

-

-

-

-

-

2,500,000

2,500,000

1,077,500

1,077,500

309,800

3,983,257

299,171

39,000

2,523,723

6,845,151

10,732,451

96,500

96,500

1,500,839

1,004,287

356,557

2,007,938

25,151,152

28,519,934

30,117,273




Advances income-Tax

Advances

Balances with statutory/ government authorities

Prepaid Expenses


Total in

OTHER ASSET

UNAMORTISED EXPENDITURE

OTHERS

Note : 17 Other Current Assets


Unsecured, considered good unless stated otherwise

Unamortised premium on forward contract

Interest accrued on fixed deposit

Interest accrued on investment

Dividend receivable on investment in subsidiaries - Long term

Others

Non current Bank Balance

Anciliary cost of arranging the borrowing

415,735

415,735

415,735

5,054,943

5,054,943

5,054,943

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Total in

Sales

Notes : 18 Revenue from operations


2,904,925,972

2,904,925,9728,016,027,090

8,016,027,090

Total in

Interest on Fixed Deposits

Other Interest Income

Other Income

Note : 19 Other Income


4,234,24111,600,727

4,172,2168,434,163

4,716854,791

57,3092,311,773

Total in

Purchase of Materials

Less: Discounts and Rate Difference

Custom Duty & CVD

Clearing & Forwarding Charges

Note : 20 Cost of materials Traded


2,638,610,4088,134,101,307

2,610,613,3438,151,156,830

53,491,11722,576,241

11,711,6202,296,477

41,928,241 37,205,672



INVETORIES AT THE END OF THE YEAR

Note : 21 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade


Trade goods

Trade goods

INVETORIES AT THE BEGINNING OF THE YEAR

Total in

434,337,793 175,238,747

339,447,590

164,208,843

175,238,747

(259,099,046)

Note : 22 Employee Benefit Expenses


Salary & Wages

Employer Contribution to PF

Staff welfare Exp.

Total in

3,270,411 2,250,523

213,049 -

193,676 787,233

3,677,136 3,037,756

Note : 23 Financial Costs


Interest

Foreign Exchnage Difference

Profit & Loss in Buyers Credit

Total in

21,090,769 17,699,855

-

5,399,630 9,058,930

44,309,843 54,960,028

Buyers Credit Commission

Bank charges

Others

18,586,743

3,191,318

4,615,957

1,807,225

7,586,430

7,674,091

2,558,923

Note : 24 Depreciation and amortization Expense


Depreciation on Fixed Assets

Total in

2,341,323

2,341,323

1,491,747

1,491,747


Total in

Transport Charges

Electricity Expenses

Note : 25 Other Expenses


Municipal Taxes

Director remuneration

Roc Filing Fee

Professional & Legal Fees

Printing & stationery

Repair & Maintenance

Storage Charges

Agency Charges

1,356,331 3,221,337

104,760 -

261,869 151,735

1,112,149 1,271,236

27,238,850 17,439,032

Commission Charges

Office & Ground Rent

Audit Fee

Travelling Expenses

Telephone charges

Insurance Charges & Premium

Office Expenses

Advertising Expenses

Business promotion Expenses

VAT

Service Tax

Sundry Balances Written off

Stamp Duty Charges

Miscellaneous Expenses

3,322,664 2,125,187

497,932 458,016

1,888,600 1,463,000

4,750,000 2,400,000

- 81,894

400,000 400,000

211,338 253,492

22,509 66,205

4,774,807 520,458

283,870 93,258

535,553 274,990

709,698 1,702,137

151,311 513,884

72,000 -

81,682 294,074

1,746,750 -

1,193,811 260,824

1,187,098 90,806

681,452 446,603

1,892,666 1,349,896

Claims against the company not acknowledged as debts*

The amount of interest due and payable for the period of delay in making

payment (which have been paid butbryond the appointed day during the

year) but without adding interest specified under the MSMED Act 2006.

Note : 26 Contingent liabilities


Contingent liabilities

The principal amount and the intrest due thereon remaining unpaid to

any supplier as at the end of each accounting year Principal amount due

to micro and small enterprises

Claim by Govt Authorities

Interest due on above

NIL NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

5,001,550

Disputed Tax Demands

The amount of interest paid by the buyer in terms of section 16 of the

MSMED Act 2006 along with the amounts of the payment made to the

supplier beyond the appointed day during each accounting year

86,423,511



Note : 27 Related Party Disclosures

Names of the related parties and relationship

Particulars DesignationSr. No.

2

World Wide Resources (HK) Limited

Rahul Saraf

Holding Company

Imexgo Private Limited31.03.2015

31.03.2014 21,368,627

Subsidiaries

Director

None

Kiran Devi Saraf

Roshni Saraf

Director

Director

Director

Rajendra P. Saraf

1

1

3

4

5

a) Sale/Purchase of goods (in Rs.)

Year ended Sale of goodsTrade

ReceivablesTrade Payables

Purchase ofgoodsParticularsSr. No.

- - - -

- - -

b) Investment in Subsidiary (in Rs.)

c) Remuneration/Income to Related Party

Note : 28 Value of imports calculated on CIF basis


Raw material

Traded Materials

Components & spare parts

Capital Goods

2,748,595,298 1,136,529,408

- -

- -

- -

ParticularsSr. No.

2

Rahul Saraf Director' Remuneration



Rent Paid

3,600,000

525,000

625,000

600,000

350,000 300,000

300,000

-

900,000

1,500,000

Rajendra P. Saraf

Kiran Devi Saraf

Roshni Saraf

1

3

4

5


Roshni Saraf

Rent Paid


Imexgo Private Ltd. Relative's Concern6

World Wide Resources (HK) Limited31.03.2015

31.03.2014 736,9501

Year ended Amount of InvestmentParticularsSr. No.

46,477,500

Total in USD

Note : 29 Expenditure in foreign currency (accrual basis) in USD

Interest

Other Payments

Professional Fees - -

- -

- -

- -

Raw Material

Note : 30 Imported and indigenous raw material, component and spare parts consumed


Imported

Imported



Components & Spare Parts

- -

- -

- -

- -

Note : 31

Balances of Sundry Debtors, Sundry Creditors, Unsecured Loans, Loans & Advances and other Assets, as well as Current Liabilities

are subject to confirmation/ reconciliation from respective parties.

Note : 32

During the year under audit the sales tax authorities have raised a demand of Rs 35,883,464 and Rs 41,200,437 for the financial year

2009-10 and 2010-11 respectively, reflected in Note-26 Contingent liability, against which the Company has made payement of

Rs 3,655,361 and Rs 3,100,000 for the financial year 2009-10 and 2010-11 respectively as sales tax deposited under protest and have

preferred appeal against the order to Commissioner of Sales Tax, Appeals Mumbai.

Year of remittance (ending on)

Note : 33 Earning in foreign currncy (accrual basis) in USD


Previous Year figures have been regrouped/ rearranged where-ever necessary.

Note : 34 Previous year figure




(CA. S. K. Kedia)

Partner


Place: Mumbai

Dated:



37,061,286 15,631,962




Information regarding Subsidiary Companies

WORLDWIDE RESOURCES (HK) LIMITED

REPORT OF THE DIRECTORS

The directors submit their report together with the audited financial statements for the year ended 31st march 2015.

PRINCIPAL ACTIVITY

The company is engaged in trading of foodstuff, metal, coal and general products.

RESULTS AND APPROPRIATION

The result of the company for year ended 31st march 2015 are set out in the income statement on page 5 of the

financial statemants.

The directors do not recommend the payment of adividend.

SHARE CAPITAL

Details of the movements in share capital of the company are shown in note 9 to the financial stetemant

DIRECTORS

The directors during the year and up to the date of this report were:

SARAF RAHUL KUMAR ,

JASBIR SINGH (appointed on 1st August 2014)

There being no provision in the company Articles of Association for retirement by rotation,all directors continue in

office.

DIRECTORS' INTERESTS

No contracts significance in relation to the company's business to which the company or its holding company was a

party and in which a director of the company had a material interest, whether directly or indirectly, subsisted at the

end of the year or at any during the year.

At no time during the year was the company or its holding company a party to any arrangements to enable the

directors of the company to acquire benefits by means of the acquisition of shares in, or debentures of, the company

or any other body corporate.

MANAGEMENT CONTRACTS

No contracts concerning the management and administration of the whole or any substantial part of the business of

the company were entered into or existed during the year.

CURRENCIES

The financial statements are expressed in United States Dollars and amounts expressing in HongKong Dollars have

been converted into United States Dollars at an exchange rate of HK$7.75 to US$1. The amounts expressing in EURO

currency have been converted into United States Dollars at an exchange rate of EURO 72 to US$1.

AUDITORS

The financial statement have been audited by Vincent Kwok & Co. who retire and, being eligible, Offer themselves for

re-appointment.

On behalf of the Board

For and on behalf of


…………………………………………………………….

Authorized Signature(s)

Chairman

HONG KONG, 20th July 2015

VINCENT KWOK & CO. Certified Public Accountants

Units A-C, 25/F., Seabright Plaza, No. 9-23 Shell Street, North Point, Hong Kong.

Tel: 25533828

Fax: 25539128

Email: [email protected]


INDEPENDENT AUDITORS ' REPORT

TO THE SHAREHOLDERS OF


(incorporated in Hong Kong with limited liability)

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Worldwide Resources (HK) Limited set out on pages 5 to 11, which

comprise the balance sheet as at 31st March 2015, and the income statement and Statement of changes in equity for

the year then ended, and a summary of significant accounting Policies and other explanatory information.

DIRECTORS' RESPONSIBITY FOR THE FINANCIAL STATEMENTS

The directors are responsible for the preparation of financial statements in accordance with the Small and Medium-

sized Entity Financial Reporting Standard ( SMS-FRS ) issued by the HongKong Institute of Certified Public

Accountants, and for such internal control as the directors Determine is necessary to enable the preparation of

financial statements that are free from Material misstatement, whether due to fraud or error.

In addition, section 77 of Schedule 11 to the Hong Kong Companies Ordinance (Cap.622), with reference to section

141D of the predecessor Hong Kong Companies Ordinance (Cap.32) requires that the balance sheet together with

the notes thereon should be prepared in accordance with the requirements of section 77 of Schedule 11 to the Hong

Kong Companies Ordinance (Cap.622), with reference to the Eleventh Schedule to the predecessor Hong Kong

Companies ordinance (Cap.32).

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit and to Report our

opinion solely to you, in accordance with section 77 of schedule 11 to the Hong Kong Companies Ordinance

(Cap.622), with reference to section 141D of the predecessor Hong Kong Companies Ordinance (Cap.32) and for no

other purpose. We do not assume responsibility towards Or accept liability to any other person for the content of this

report. We conducted our audit in Accordance with Hong Kong Standards on Auditing and with reference to PN 900

(Clarified ) “Audit of Financial Statements Prepared in Accordance with the small and Medium-sized Entity Financial

Reporting Standard” issued by the Hong Kong Institute of Certified Public Accountants. 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures In the

financial statements. The procedures selected depend on the auditors' judgment, including the Assessment of the

risks of material misstatement o f the financial statements, whether due to fraud or error. In making those risk

assessments, the auditors consider internal control relevant to the entity's preparation of the financial statements in

order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of accounting estimates made by the directors, as well as

evaluating the overall presentation of the financial statements. We belive that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for audit opinion.

OPINION

In our opinion the financial statements of the company for the year ended 31st March 2015 are prepared, in all

material respects, in accordance with the SME-FRS. In addition, in our opinion the balance sheet together with the

notes thereon is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs as at

31st March 2015 according to the best of our information and explanations given to us, and as shown by the books of

the company.

Report on other matters under section 77 of Schedule 11 to the Hong Kong Companies Ordinance (Cap. 622),

with reference to section 141D of the predecessor Hong Kong Companies Ordinance (Cap.32 )

We report that we have obtained all the information and explanations which we have required.

VINCENT KWOK & CO. Certified Public Accountants

HONG KONG, 20th July 2015



INCOME STATEMENT

FOR THE YEAR ENDED 31ST MARCH 2015

US$US$

TURNOVER 3

4

36,328,349 31,121,496

COST OF SALES (35,663,448) (30,810,996)

GROSS PROFIT 664,901 310,500

STAFF COST (1,935) (18,000)

ADMINISTRATIVE & OTHER OPERATING EXPENSES

PROFIT BEFORE TAXATION

(5,452) (14,527)

(7,387) (32,527)

657,514 277,973

5TAXATION (105,909) (11,326)

PROFIT AFTER TAXATION 551,605 266,647

RETAINED PROFIT BROUGHT FORWARD 266,647

RETAINED PROFIT CARRIED FORWARD 818,252 266,647

Note 1.4.2014 to 31.3.2015 29.3.2012 to 31.3.2014

-

The accompanying Accounting Policies and Explanatory Notes form an integral part of, and should be read in

conjunction with, these financial statements.


BALANCE SHEET

AS AT 31ST MARCH 2015

US$US$

CURRENT ASSETS

9

8

Trade receivables 4,361,228 5,240,952

Other receivable 35 962 -

Cash and bank balances 10 829 47,058

Accruals

Tax payable

4,407,819 5,288,010

2706,829 4,995,050

7

Trade payables

116 116Amount due to a director

- 11, 000Amount due to the ultimate holding company

117,235

Note 1.4.2014 to 31.3.2015 29.3.2012 to 31.3.2014

11,326

CURRENT LIABILITIES

NET CURRENT ASSETS 1,580,542

2,827,277

267,937

5,020,073

Financed by:

SHARE CAPITAL

RETAINED PROFIT

762,290

818,252 266,647

1,290

3097 2,581

Director Director

SHAREHOLDERS' FUNDS 1,580,542 267,937

The accompanying Accounting Policies and Explanatory Notes form an integral part of, and should be read in

conjunction with, these financial statements.



STATEMENT OF CHANGES IN EQUITY


US$US$US$

Subscriber's shares issued on 29th March 2012 - 1,290

Profit for the period 266,647 266,647

At 31st March 2014 266,647 267,937

Shares issued during the year - 761,000

Profit for the year

At 31st March 2015

551,605 551,605

1,580,542

Share capital


NOTES TO THE FINANCIAL STATEMENTS

TotalRetained profit

818,252

1,290

-

1,290

761,000

-

762,290

GENERAL

The Worldwide Resources (HK) Limited is a company incorporated in Hong Kong with limited liability. The

company's registered office is located at Unit W, Room 907, Silvercord Tower 2, 30 Canton Road, Tsim Sha Tsui,

Kowloon, Hong Kong.

In the opinion of the directors, Maxgrow Trade Solutions Pvt. Limited, a company incorporated in the India, is its

ultimate holding company.

The company was engaged in trading of foodstuff, metal, coal and general products.

1

PRINCIPAL ACCOUNTING POLICIES

Basis of preparation

The company qualifies under the Hong Kong Companies Ordinance to prepare and present its financial

statements in accordance with section 77 of Schedule 11 to the Hong Kong Companies Ordinance (Cap.622),

with reference to section 141D of the predecessor Hong Kong Companies Ordinance (Cap.32) of that Ordinance.

The company's shareholders have unanimously agreed in writing to apply section 77 of Schedule 11 to the Hong

Kong Companies Ordinance

(Cap.622), with reference to section 141D of the predecessor Hong Kong

Companies Ordinance (Cap.32) of that Ordinance with respect to the company's financial statements for the

year ended 31st March 2015.

These financial statements comply with the Small and Medium-sized Entity Financial Reporting Standard issued

by the Hong Kong Institute of Certified Public Accountants and have been prepared under the accrual basis of

accounting and on the basis that the company is a going concern.

The measurement base adopted is the historical cost convention.

Revenue recognition

Sales of goods are recognised when the goods are delivered to customers and title has passed.

Related parties

A party is considered to be related if the company and/ or the party are subjected to common control or

significant influence. Related parties may be individuals or other entities.

2

a)

b)

c)


PRINCIPAL ACCOUNTING POLICIES

Translation of foreign currencies

Transactions in foreign currencies are translated at exchange rates ruling at the transaction dates. Monetary

assets and liabilities expressed in foreign currencies at the balance sheet date are translated at rates of exchange

ruling at the balance sheet date. Exchange differences arising in these cases are dealt with in the income

statement.

Taxation

Income tax expense represents current tax expense. The income tax payable represents the amounts expected

to be paid to the taxation authority, using the tax rates that have been enacted or substantively enacted by the

balance sheet date.

Deferred tax is not provided.

TURNOVER

The company was engaged in trading of foodstuff, metal, coal and general products.

Revenues recognised during the year/ period are as follows:

2

d)

e)

3

4

US$US$

Turnover

Sales of goods31,121,496

1.4.2014 to 31.3.2015 29.3.2012 to 31.3.2014

36,328,349

PROFIT BEFORE TAXATION

US$US$

1.4.2014 to 31.3.2015 29.3.2012 to 31.3.2014

Profit before taxation is stated after charging the

following:

Auditors' remuneration

Staff cost

Staff salaries

3,097 2,581

1,935 18,000

TAXATION

Hong Kong profits tax has been provided at the rate of 16.5% (period ended 31st March 2014: 16.5%) on the

estimated assessable profit for the year.

5

US$US$

1.4.2014 to 31.3.2015 29.3.2012 to 31.3.2014

Hong Kong profits tax 105,909 11,326

Reconciliation between tax expense and accounting profit at applicable tax rate:

US$US$

1.4.2014 to 31.3.2015 29.3.2012 to 31.3.2014

Profit before taxation

Tax at the applicable tax rate of 16.5%

(period ended 31st March 2014: 16.5%)

Tax effect on income not subjected to taxation

Tax reduction for the year/ period

657,514 277,973

Tax expense

108,490 45,866

- (33,250)

(2,581) (1,290)

11,326105,909

DIRECTORS' EMOLUMENTS

The directors received no fees or other emoluments for their services rendered to the company during the year

(period ended 31st March 2014: Nil).

6

AMOUNT DUE TO A DIRECTOR

The amount due to a director is unsecured, interest free and repayable on demand

7

AMOUNT DUE TO THE ULTIMATE HOLDING COMPANY

The amount due to the ultimate holding company was unsecured, interest free and fully repaid during the year.

8


SHARE CAPITAL9

US$US$

31.3.2015 31.3.2014

1,290-

1,290762,290

Authorized: (note a)

10,000 shares (note b)

Issued and fully paid:

5,907,750 shares (period ended 31st March 2014:

10,000 shares)

Note

Under the Hong Kong Companies Ordinance (Cap. 622), which commenced operation on 3rd March 2014, the

concept of the authorized share capital no longer exists.

In accordance with section 135 of the Hong Kong Companies Ordinance (Cap. 622), the company's shares no

longer have a par or nominal value with effect from 3rd March 2014. There is no impact on the number of shares

in issue or the relative entitlement of any of the members as a result of this transition.

On 30th March 2015, 5,897,750 shares were issued and allotted for HK$5,897,750. These shares rank pari passu

with the existing shares.

APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved and authorized for issue by the board of the directors on 20th July 2015.

a)

b)

c)

10


DETAILED INCOME STATEMENT


(For management purposes only)

US$US$

Turnover

Sales of goods 36,328,349 31,121,496

Cost of sales

Purchases

Freight charges

Staff cost

35,418,648 30,810,996

664,901 310,500Gross profit

Expenses

1.4.2014 to 31.3.2015 29.3.2012 to 31.3.2014

1,935 18,000

Administrative and other operating expenses

Auditors' remuneration

Bank charges

3,097

2,336 351

2,581

35,663,448 30,810,996

Staff salaries

Business registration fee - 116

Exchange loss 19 -

Travelling - 11,479

Profit before taxation 657,514 277,973

244,800 -

7,387 32,527

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