a. BASIS OF brPARATION

The financial statements are brpared under the historical cost convention on an accrual & going concern basis of accounting, in accordance with the generally accepted Accounting Principles, Accounting Standards notified under the Companies Act, 2013 and the relevant provisions thereof.

b. USE OF ESTIMATES

The brparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

c. TANGIBLE FIXED ASSETS & DEbrCIATION

Tangible Fixed Assets, if any, are stated at cost of acquisition net of accumulated debrciation. Cost comprises purchase price and directly attributable cost incurred for bringing the asset for its intended use.

Debrciation on fixed assets, if any, shall be provided as per Straight Line Method at the rates and in the manner specified in Schedule II of the Companies Act, 2013.

d. REVENUE RECOGNITION

The Revenue is recognized on accrual basis. However, the recognition of revenue is restricted to the extent it is probable or there is a certainty that the economic benefits will flow to the Company and the revenue can be reliably measured. The Revenue shall be accounted on the basis of prudence to the extent it is quantifiable.

Interest is recognized on a time proportionate basis taking into account the amount outstanding and the rate as applicable.

Dividend is recognized when Company’s right to receive dividend is established and / or receipts, whichever is earlier.

e. INVESTMENTS

Investments, which are readily realizable and intended to be held for not more than 12 months from the date on which such investments are made, are classified as Current Investments. All other Investments are classified as Non-current investments.

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

Non-current Investments are carried at cost. However, provision in diminution in the value is made to recognize a decline, other than temporary, in the carrying value of each investment.

Profit or Loss on sale of investments is recorded at the time of transfer of title from the company and is determined as the amount of difference between the sale proceeds and the carrying value of investment as on that date.

f. TAX EXPENSES

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961 enacted in India and tax laws brvailing in the respective tax jurisdictions where the company operates. The tax rates and laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognized as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company

g. RETIREMENT AND OTHER EMPLOYEE BENEFITS

The provisions of Provident Fund Act, 1952 and Payment of Gratuity Act, 1972 are not applicable to the Company at brsent as the number of employees does not exceed the statutory limits brscribed in the Act.

h. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

Where material, events occurring after the Balance Sheet Date are considered up to the date of approval of accounts by the Board of Directors

i. PROVISIONS

A provision is recognized when the company has a brsent 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. These estimates are reviewed at the 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.

j. CONTINGENT LIABILITIES

The company does not recognize a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a brsent obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably.

16. OTHER DISCLOSURES

a. i. Contingent liability:

The Company has received an order from SEBI dated 17th April, 2015 imposing a penalty of Rs.3,00,000/- for the violation under the SEBI Regulation.

ii. Capital Commitments – NIL

b. The Company has paid Rs. 12 Crores to Primus Retail (P) Ltd. pursuant to the BTA Agreement dated 04/02/2011.

Due to non-performance by Primus Retail (P) Ltd of their obligation, BTA Agreement stands cancelled.

Consequently, the amount of Rs. 12 Crores is recoverable and is treated as Advance to be recovered from the Company which has gone for liquidation. No provision for doubtful debts is made.

c. 61,42,847 equity Shares of Rs. 10/- each were issued without any cash consideration to Primus Retail (P) Ltd. pursuant to BTA for transfer of its Brand & Business. High Court has declined Primus Retail (P) Ltd. to transfer the Brand & Business. Therefore, equity shares issued in lieu of BTA has not materialized, consequently the said shares stands as cancelled & subsequently forfeited by the Company. The securities brmium account is adjusted to give effect of cancellation and forfeiture of own shares. The face value of such shares are accounted as Forfeited Shares (to be reissued), pending statutory approval / consideration.

d. The Company has not provided for any deferred taxes on Business losses made during the year.

e. SEGMENT REPORTING (as per AS-17 issued by I.C.A.I.):

The Company has mainly one reportable business segment and hence no further disclosures is required under Accounting Standard (AS) –17 on segment reporting.

f. No employee was in receipt of a remuneration aggregating to Rs. 60,00,000/- or more per annum, if employed for the whole year or Rs. 5,00,000/- or more per month, were employed for a part of the year.

g. The outstanding balance of assets and liabilities are accepted as they appear in the books of accounts and are subject to reconciliation / adjustments, if any, and confirmation by respective parties.

h. Previous year’s figures are regrouped and / or rearranged, wherever necessary.

As per our Report of even date attached

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No. 111612W)

BHARAT B. CHOVATIA

PARTNER

(Membership No. 31756)

FOR AND ON BEHALF OF THE BOARD

MR.SALIM P. GOVANI  PROMOTER

MR.HARSH JAVERI  INDEPENDENT DIRECTOR

MRS.SAUSAN BUKHARI DIRECTOR

 PLACE: MUMBAI

DATED: 25th May, 2015