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S.H. COLD STORAGE PRIVATE LIMITED. S.F.No.43/1/G/2, ALAPUZHA MAIN ROAD, AROOR-688 534, ALAPUZHA DISTRICT. NOTICE Notice is hereby given that the 11 th Annual General Meeting of the Company will be held at 10.00 A.M on Monday the 29 th day of September, 2014, at the Registered Office of the Company at No.43/1/G/2, Near Kealtron Road, Arror, Alapuzha District, Kerla -688 534, to transact the following business: AGENDA ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Profit and Loss Account for the period ended on that date together with the report of the Directors and the Auditors thereon. 2. To elect Directors in place of those retiring by rotation. 3. To appoint auditors and fix their remuneration. To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of section 139 and other applicable provisions if any, of the Companies Act, 2013 and the rules framed there under as amended from time to time, Mr. R.Ragavendran, Chartered Accountant (Membership No.021418), be and is hereby re-appointed as statutory auditors of the Company until the conclusion of the fifth Annual General Meeting to be held after this meeting subject to ratification at every Annual General Meeting at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors A.K.S.SARAVANAN DIRECTOR Place : COIMBATORE Date : 27.08.2014 Note: A Member entitled to attend and vote is entitled to appoint a proxy to attend and on a poll to vote instead of himself. Such proxy need not be a Member of the Company. Proxies in order to be effective must be received by the Company not less than 48 hours before the commencement of the Meeting. Enc: A Specimen of the Proxy Form is enclosed.

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S.H. COLD STORAGE PRIVATE LIMITED. S.F.No.43/1/G/2, ALAPUZHA MAIN ROAD,

AROOR-688 534, ALAPUZHA DISTRICT.

NOTICE

Notice is hereby given that the 11th Annual General Meeting of the Company will be held at 10.00 A.M on Monday the 29th day of September, 2014, at the Registered Office of the Company at No.43/1/G/2, Near Kealtron Road, Arror, Alapuzha District, Kerla -688 534, to transact the following business:

AGENDA

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March,

2014 and the Profit and Loss Account for the period ended on that date together with the report of the Directors and the Auditors thereon.

2. To elect Directors in place of those retiring by rotation. 3. To appoint auditors and fix their remuneration.

To consider and if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of section 139 and other applicable provisions if any, of the Companies Act, 2013 and the rules framed there under as amended from time to time, Mr. R.Ragavendran, Chartered Accountant (Membership No.021418), be and is hereby re-appointed as statutory auditors of the Company until the conclusion of the fifth Annual General Meeting to be held after this meeting subject to ratification at every Annual General Meeting at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors

A.K.S.SARAVANAN

DIRECTOR

Place : COIMBATORE

Date : 27.08.2014 Note: A Member entitled to attend and vote is entitled to appoint a proxy to attend and on a poll to vote instead of himself. Such proxy need not be a Member of the Company. Proxies in order to be effective must be received by the Company not less than 48 hours before the commencement of the Meeting. Enc:

A Specimen of the Proxy Form is enclosed.

S.H. COLD STORAGE PRIVATE LIMITED, S.F.No.43/1/G/2, ALAPUZHA MAIN ROAD, AROOR - 688 534, ALAPUZHA DISTRICT.

THE ELEVENTH ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE MEMBERS OF THE COMPANY Ladies and Gentleman, Your Directors take pleasure in submitting the ELEVENTH Annual Report and the Audited Statement of Account Comprising of Balance Sheet as on 31st March 2014 and the Profit and Loss Account of the Company for the year ended on 31st March 2014 for your kind Perusal and approval. WORKING OF THE COMPANY: We are pleased to report that the company commenced the operation in the Cold Storage constructed at Palakkad and Calicut also along with Mettupalayam, as part of the Cold Chain scheme approved by the Mofp of the GOI and achieved the maximum capacity utilisation and has received total Cold Storage hire charges of Rs. 257.95 lakhs (inclusive of Store rent for the own stock of Rs. 20.25 lakhs). Along with the storage hire charges received from the outsiders, the company started procuring Potato from the Farmers of Nilgirs directly through one of the Directors of the Company Shri. A.K.S. SARAVANAN, who has gone directly to the farms personally and made farm head purchases for storage and subsequent sale in the Kerala market. During the year, the company also purchased Apples and Oranges from North, to cater to the requirements of the Kerala market. The Opening Stock of Apples was sold out entirely during the year and the current year purchases of apple only are held in stock for subsequent sale during the next financial year. Entire quantity of Orange purchased has been sold during the year. As the entire Cold Storage is single plant, Depreciation is charged under the Income Tax treating the entire Storage as the Plant, as per the various judicial decisions. Your Directors are glad to report that after providing for Depreciation as per Schedule XIV of the Companies Act of Rs. 142.93 lakhs (Previous year Rs. 92.01 lakhs), and paying the Interest on Term Loan and Working Capital to the tune of Rs.194.12 akhs (including Rs. 80.77 lakhs capitalised), (Previous year Rs. 143.53 lakhs (including Rs. 63.79 lakhs capitalised)) the Company has earned a Net Profit before tax of Rs.96.39 lakhs (Previous year Net Loss Rs. 37.24 lakhs). Profit after Current Income tax and Deferred Tax liability for the year is Rs. 86.52 lakhs as against the Loss of Rs. 43.21 lakhs of the previous year. Your Directors are confident of improving the performance further in the forthcoming years. DEVELOPMENTS AFTER BOOK CLOSURE: The Company continued its trading operations during the current year also and the operation of the company during the current year also has been progressing satisfactorily. CAPITAL: During the year the Company has raised its Authorised Capital to Rs. 5,00,00,000/- and –paid up capital to Rs. 419,67,810/- AUDITORS: Shri. R. RAGHAVENDRAN, Chartered Accountant and the Statutory Auditor, retire at the ensuing Annual General Meeting and is eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT: The Board of Directors confirm, i) - that in the preparation of the annual accounts, the applicable accounting standards had 0been followed. ii) - that the Directors had selected such accounting policies and applied them consistently and made judgements 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 or Loss of the Company for that period; iii) - that 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; iv) - that the Directors, had prepared the Annual accounts on a Going Concern Basis. STATUTORY INFORMATION: There are no employee or Director in the Company drawing a remuneration of more than the limit prescribed u/s 217(2A) of the Companies Act, 1956. Information pursuant to Sub-section 1(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in Form A & B are enclosed herewith. Information required on Balance sheet Abstract and the Company's General Business Profile under PART IV of SCHEDULE VI to the Companies Act, 1956 inserted by Notification No. GSR 388(E), dated 15th May 1995 is enclosed herewith. The Company has neither accepted nor renewed any Fixed Deposits either from the Public or from the Share holders. APPRECIATION We record our deep appreciation for all the employees of the company for their committed contribution for the development of the company. We are also glad to record our deep appreciation for the continuous support provided by the INDIAN BANK, in the operations of the Cold Storage. We seek the blessings of the Lord Almighty for the continued successful operation of the company.

By Order of the Board of Director, for S.H. COLD STORAGE PRIVATE LIMITED

(A.K.S. SARAVANAN) A.K.SUBRAMANIAM DIRECTOR. DIRECTOR

PLACE: AROOR, ERNAKULAM DATE : 27th August 2014

Annexure to the Directors Report as required under Section 217(1)(e) of the Companies Act A. Conservation of Energy in Form A Not Applicable to the Company. B. Technology Absorption in Form B 1. Research and development (R&D) 1. Specific areas in which R&D carried

out by the company

: Since the company is engaged in the Cold Storage activity there is no scope for carrying out any R&D activity.

2. Benefits derived as a result of the above R&D

: Not applicable

3. Future Plan of Action

: Not applicable

4. Expenditure on R&D (a) Capital (b) Revenue (c) Total (d)Total R&D expenditure as a percentage of total turnover

: : : : :

Nil Nil Nil Not applicable

2. Technology absorption, adaptation and innovation. – NIL and NA C. Foreign Exchange earnings and outgo: Nil By Order of the Board of Directors for S.H. COLD STORAGE PRIVATE LIMITED

Place: Aroor, Ernakulam. Date : 27th August 2014 Director Director.

INDEPENDENT AUDITOR'S REPORT REPORT TO THE MEMBERS OF S.H. COLD STORAGE PRIVATE LIMITED Report on the Financial Statements 1. I have audited the accompanying financial statements of S.H. COLD STORAGE PRIVATE LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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, which I have signed under reference to this report. Management's Responsibility for the Financial Statements 2. The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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 3. My responsibility is to express an opinion on these financial statements based on our audit. I conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and 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 auditors consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 5. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014

(b) in the case of the statement of Profit and Loss of the profit for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by the Companies (Auditor's Report) Order, 2003, as amended by 'the Companies(Auditor's Report) (Amendment) Order 2004' ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as I considered appropriate and according to the information and explanations given to us, I give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by Section 227(3) of the Act, I report that: (a). I have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; (b). in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;[and proper returns adequate for the purposes of our audit have been received from the factory not visited by me]; (c). 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 [and with the returns received from the factory not visited by me]; (d). in my opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; (e). on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956. (f). Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

R. Raghavendran B.Com, FCA, CISA

Chartered Accountant Membership No. 021418

Place: Coimbatore Date: 27/08/2014

The Annexure referred to in paragraph 7 of our Report of even date to the members of S.H. Cold Storage Private Limited on the accounts of the Company for the year ended 31st March, 2014. I (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) All the assets have been physically verified by the management during the period. No material discrepancies were noticed on such verification. (c) None of fixed assets were disposed off during the year, hence it will not have any effect on the going concern assumptions. II (a) The Company is not a manufacturing company. The Company has been trading in Agricultural commodities like Potato, Oranges and Apples during the year, by purchasing from the Farmers directly during the season and storing in the Cold Storage for subsequent sale during the off season. The company has maintained records to verify the quantum of purchase of Stock and its storage location. The inventory has been physically verified during the period by the management. In my opinion, the frequency of verification is reasonable. (b) In my opinion, 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. (c) On the basis of my examination of the records of inventory, I am of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material. III The Company has neither granted nor taken any loans secured or unsecured to/from companies, firms or other parties, which are covered in the register maintained under Section 301 of the Companies Act, 1956 during the year, other than Share application advance of Rs. 243.60 lakhs received from the Directors, their friends and relatives. Further the company has regular business dealings with other associate concerns like M/s. S.S. Cold Storage, A.K.S. Cold Storage. Because of such transactions, there have been regular transfers of funds between these associated entities, which prima facie, cannot be treated as loans and advances and are not prima facie, prejudicial to the interest of the company. IV In my opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in internal control system. V. In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of my knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to in Section 301

that needed to be entered into the register, maintained under the said section have been so entered.

b) In my opinion and having regard to my comments in paragraph 4 above,

the company has not entered in to any transactions exceeding the value of rupees five lakhs in respect of any related party

VI. The Company has not accepted any deposits from the public covered under Sec. 58A and 58AA of the Companies Act, 1956 and the rules framed there under. VII. The company has no separate Internal audit department or has not appointed any external auditor for internal audit purposes. However, the company has adequate internal control procedures in place in line with the level of operations of the company. VIII. I have broadly reviewed the books of account and records maintained by the Company relating to the cold storage and trading operations of the Company. I am of the opinion that prima facie, the company has maintained accounts and records for calculation of the costing of the products of the company. I have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. According to the information given to us, the Company has not received any intimation to carry out Cost Audit for the year from Central Government. IX. (a) According to the information and explanations given to us, the Company is not covered under PF Act and the ESI Act, VAT Act, Excise Act. However, the other statutory dues like income – tax, Property tax etc., have been deposited within the permitted time as and when demand for such dues have been raised by the appropriate authorities during the year. (b) According to the information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, were in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable. X. The Company has no accumulated losses and has not incurred cash losses during the financial year covered by my audit and in the immediately preceding financial year. XI. In my opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks. XII. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. However, the Company has given loan against the produces stored in the Cold Storage of the Company and availed PML loan from Indian bank for the same. XIII. The Company is not a chit fund, nidhi, mutual benefit fund ora society, therefore the provision of Para 4(xiii) of the Companies (Auditor’s Report) Order 2003 (as amended) is not applicable. XIV. In my opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the

Companies (Auditor’s Report) Order 2003 (as amended) and Companies (Auditor’s Report) (Amendment) Order 2004 are not applicable to the Company. XV. According to the information and explanations given to me, the Company has given corporate guarantee to the Indian Bank, for loans taken by the proprietary concerns of the Directors. XVI. The Company during the year received the disbursement of Term Loan for its Cold Chain Project from Indian bank and also availed enhanced working capital facilities and PML facilities from the Indian bank during the year. XVII. According to the information and explanations given to me, funds raised on Short Term basis have not been used for long-term investment. XVIII. The Company has made any preferential allotments 30,24,931 Equity of shares of which 22,65,001 Equity Shares are to the parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year. XIX. The Company has not issued any debentures, during the period. XX. During the period covered by my audit, the Company has not raised any money by way of public issue. XXI. According to the information and explanations given to us and based upon the audit procedures performed no fraud on or by the company have been noticed or reported during the year, that causes the financial statement to be materially misstated.

R. Raghavendran B.Com, FCA, CISA

Chartered Accountant Membership No. 021418

Place: Coimbatore Date : 27/08/2014

S.H. COLD STORAGE PRIVATE LIMITED

SF No: 43/ 1 /G/2, NEAR KELTRON ROAD,

AR0OR , ALAPUZHA DISTRICT. KERALA.

Balance Sheet as at 31st March, 2014

Particulars Note

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 1 4,19,67,810.00 1,17,18,500.00

Reserves and Surplus 2 14,01,64,101.73 2,29,73,778.14

18,21,31,911.73 3,46,92,278.14

Share Application money - 6,63,87,000.00

Non-Current Liabilities

Long-term borrowings 3 8,00,46,560.00 7,35,22,190.00

Deferred tax liabilities (Net) 4 10,11,094.00 12,28,097.00

Other Long term liabilities 3.a 2,61,68,538.00 82,00,000.00

Long term provisions 3.b

10,72,26,192.00 8,29,50,287.00

Current Liabilities

Short-term borrowings 5 15,13,48,996.36 7,74,93,368.90

Trade payable 6 - -

Other current liabilities 7 - -

Short-term provisions 8 23,21,375.00 4,15,123.00

15,36,70,371.36 7,79,08,491.90

TOTAL 44,30,28,475.09 26,19,38,057.04

ASSETS

Non-current assets

Fixed assets

(i) Tangible assets 9 24,10,19,928.08 7,70,79,979.03

(ii) Intangible assets

(ii) Capital work-in-progress 9,16,65,144.00

(iv) Intangible assets under development - -

Non-current investments 10 - -

Long term loans and advances 11 53,75,897.00 53,63,297.00

Other non-current assets - -

24,63,95,825.08 17,41,08,420.03

Current assets

Inventories 12 10,54,10,000.00 1,23,50,000.00

Trade receivables 13 1,97,98,065.50 28,50,179.50

Cash and Bank balances 14 1,50,13,437.51 10,679.51

Short-term loans and advances 15 5,50,42,684.00 7,20,51,161.00

Other current assets 16 13,68,463.00 5,67,617.00

19,66,32,650.01 8,78,29,637.01

TOTAL 44,30,28,475.09 26,19,38,057.04

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

S.H. COLD STORAGE PRIVATE LIMITED

AR0OR , ALAPUZHA DISTRICT. KERALA.

Statement of Profit and Loss for the year ended 31st March, 2014

Particulars Note

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

INCOME

Revenue from operations (gross) 17 21,23,33,321.00 5,32,29,259.00

Less : Excise Duty - -

Revenue from operations (net) 21,23,33,321.00 5,32,29,259.00

Other Income 18 14,000.00 10,500.00

Total Revenue 21,23,47,321.00 5,32,39,759.00

EXPENDITURE

Cost of raw material and components consumed 19 - -

Purchase of Traded Goods 19.a 26,00,15,170.00 1,55,87,500.00

Changes in Inventories of Finished goods,

Work in Progress and Traded Goods 20 (9,30,60,000.00) 1,47,39,400.00

Employee benefits expense 21 14,30,880.00 13,00,800.00

Other expenses 22 86,93,735.00 81,60,512.00

Finance costs 23 1,13,35,104.46 79,74,350.89

Depreciation and amortization expense 9 1,42,93,698.95 92,00,869.34

Total Expenses 20,27,08,588.41 5,69,63,432.23

Profit before Tax 96,38,732.59 (37,23,673.23)

Tax expense:

Current tax 12,03,119.00 -

Prior period Income Tax paid 3,996.00

Deferred tax 4 (2,17,003.00) 5,93,740.00

Profit / (Loss) from operations 86,52,616.59 (43,21,409.23)

Earning per equity share (Nominal Value of Share Rs.10)

Basic & Diluted 24 2.06 (3.69)

Significant Accounting Policies

Notes on Financial Statements 1 to 37

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Particulars

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

1.Share Capital

Authorised Share Capital

50,00,000 Equity Shares of Rs.10 each 5,00,00,000

20,00,000 Equity Shares of Rs.10 each 2,00,00,000

Issued & Subscribed Capital - Fully Paid-up 4,19,67,810 1,17,18,500

11,71,850 Equity Shares of Rs.10 each

No. of

Shares

No. of

Shares

a Reconciliation of the Number of shares

Equity shares at the beginning of the year outstanding 11,71,850 11,71,850

Add: Issued During the Year 30,24,931 -

41,96,781 11,71,850

Less: Buy back during the year - -

Equity Shares at the end of the year 41,96,781 11,71,850

b

S.No. Name of the shareholder % of

holding No of shares

% of

holding No of shares

1 Mr. A.K. Subramaniam 47.32% 19,85,833 46.08% 5,40,000

2 Mr. A.K. S. Saravanan 19.07% 8,00,185 32.16% 3,76,850

3 Mrs. S. Kalaiselvi 11.34% 4,75,833 8.53% 1,00,000

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

as on 31.03.2014 as on 31.03.2013Details of shareholders holding more

than 5% shares

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 2

Reserves and Surplus:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

(36,34,596.86) 6,86,812.37

86,52,616.59 (43,21,409.23)

Closing Balance 50,18,019.73 (36,34,596.86)

b. Subsidy received

from Ministry of Food Process 6,97,72,462.00 2,17,33,375.00

from NHB 48,75,000.00 48,75,000.00

7,46,47,462.00 2,66,08,375.00

c. Share Premium Account 6,04,98,620.00

14,01,64,101.73 2,29,73,778.14

Note 3

Long Term Borrowings:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

i. Term Loan - from Bank 7,93,34,023.00 7,25,62,849.00

ii. Unsecured Loan - from other parties Nil Nil

7,12,537.00 9,59,341.00

Total 8,00,46,560.00 7,35,22,190.00

Note 4

Deferred Tax Liability ( Net ) Audited

31.03.2014

Audited

31.03.2013

Opening balance:- 12,28,097.00 6,34,357.00

(2,17,003.00) 5,93,740.00

- -

10,11,094.00 12,28,097.00

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

a. Surplus /(Deficit) in the statement of Profit and Loss:

Secured & Unsecured Loans:

iii. From Other Parties - Directors Cur A/c

Opening balance

(+) Net Profit/(Net Loss) For the current year

Total

(b) Other timing difference

Total

Deferred Tax liability due to:

(a) Depreciation

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 3.a

Long Term Provisions:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

- -

- -

2,61,68,538.00 82,00,000.00

2,61,68,538.00 82,00,000.00

Note 5

Short Term Borrowings:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

6,14,86,348.90 4,04,79,984.90

2,98,62,647.46

iii. Working Capital TL - Syndicate Bank 6,00,00,000.00

iv.Indian Bank PML - 3,70,13,384.00

15,13,48,996.36 7,74,93,368.90

Note 6

Trade Payables:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

(a) For Supplies & Expenses - -

- -

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

(a) Provision for Employee Benefits

(c) Creditors for capital purchase - Construction Creditors

Secured

(a) Loans repayable on demand:

i. Over Draft facilities - Indian Bank SOD

(b) Others - Long Term Creditors

Total

ii. Over Draft facilities - Syndicate Bank SOD

( Secured by Hypothecation of Land, Buildings, Machineries, Inventories and Debtors )

Total

Total

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 8

Short Term Provisions:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

1,19,240.00 1,08,400.00

Electricity Charges payable 3,55,045.00 2,11,643.00

Property Tax payable 21,400.00 21,400.00

Provision for Income Tax 12,03,119.00 -

Provision for Interest on WCTL Syn Bank 2,66,301.00

Land lease rent payable - 10,000.00

ROC Fees payable 2,59,430.00 -

Professional fees payable 12,570.00 7,500.00

Audit Fees payable 84,270.00 56,180.00

23,21,375.00 4,15,123.00

Note 11

Long term loans and advances

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Telephone Deposit - -

NHB Subsidy deposit 48,75,000.00 48,75,000.00

EB Deposit 4,00,897.00 3,88,297.00

Land Lease Deposit 1,00,000.00 1,00,000.00

53,75,897.00 53,63,297.00

Note 12

Inventories :

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

a. Raw Materials - -

b. Work-in-Progress - -

c. Finished Goods - Traded

Apple 2,63,00,000.00 1,23,50,000.00

Potato 7,91,10,000.00 Nil

Dates -

Total 10,54,10,000.00 1,23,50,000.00

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

(a) Provision for Employee Benefits:

Salary & Wages

Contribution to PF & ESI

(b) Others

Total

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 13

Trade Receivables:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Unsecured, considered good 1,97,98,065.50 28,50,179.50

- -

Secured, considered good

Total 1,97,98,065.50 28,50,179.50

Note 14

Cash and Cash Equivalents:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

a. Balances with banks 1,50,00,000.00 -

b. Deposit with banks - -

c. Cash on hand 13,437.51 10,679.51

1,50,13,437.51 10,679.51

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

Trade receivables outstanding for a period less than six months

Trade receivables outstanding for a period exceeding six

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 15

Short Term Loans and Advances:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Advance to Capital Works - -

Advance to Suppliers & Expenses 5,50,42,684.00 7,20,51,161.00

c. Others: - -

5,50,42,684.00 7,20,51,161.00

Note 16

Other Current Assets:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

a. Advance Tax - -

b. IT Refund receivable FY 07-08 1,912.00 1,912.00

c. IT Refund receivable FY 08-09 10,794.00 10,794.00

d. IT Refund receivable FY 09-10 - -

e. IT Refund receivable FY 10-11 222.00 222.00

f. IT Refund receivable FY 12-13 5,54,689.00 -

g.TDS AY 2012 - 13 -

i. TDS AY 2013-2014 - 5,54,689.00

j. TDS AY 2014-2015 8,00,846.00 -

13,68,463.00 5,67,617.00

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

a. Capital Advances :

b. Advances Recoverable in Cash or Kind:

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 17

Revenue from Operations:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Sale of Products

Finished Goods - -

Traded Goods 18,65,37,951.00 3,60,17,900.00

Sale of services - Hire charges incl. Rent for Own Stock -CONTRA 2,57,95,370.00 1,44,60,198.00

Income from Services 27,51,161.00

Revenue from Operations (Gross) 21,23,33,321.00 5,32,29,259.00

Less: Excise Duty - -

Revenue from Operations (Net) 21,23,33,321.00 5,32,29,259.00

Details of Products Sold:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Traded Goods Sold:

Apple 1,62,00,000.00 97,34,400.00

Orange 55,12,500.00 42,87,500.00

Potato 1,00,20,000.00 2,19,96,000.00

Onion 15,48,05,451.00 -

Total 18,65,37,951.00 3,60,17,900.00

Note 18

Other Income:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Interst Income On

Interest on EB Deposit 14,000.00 10,500.00

Other Interest Nil Nil

Other Income -

Total 14,000.00 10,500.00

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 19

Cost of Raw Material Consumed:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Inventory at the beginning of the year

Raw Materials - -

Add:

Raw Materials - Purchases - -

Less:

Inventory at the end of the year

Raw Materials - -

Cost of Raw Material Consumed - -

Particulars

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Details of Raw Material purchases

Raw materials - -

- -

Details of Closing Stock of Raw Materials - -

- -

Note 19.a

Purchases of Stock-in-Trade:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Purchases - Trading

Apple 2,63,00,000.00 1,23,50,000.00

Oranges 37,12,500.00 32,37,500.00

Potato 8,79,00,000.00 -

Onion 14,21,02,670.00

Total 26,00,15,170.00 1,55,87,500.00

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 20

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade:

Particulars

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Inventories at the End of the Year:

Work-in-Process - -

Finished Goods 10,54,10,000.00 1,23,50,000.00

10,54,10,000.00 1,23,50,000.00

Inventories at the Beginning of the Year:

Work-in-Process - -

Finished Goods 1,23,50,000.00 2,70,89,400.00

1,23,50,000.00 2,70,89,400.00

Total 9,30,60,000.00 (1,47,39,400.00)

Note 21

Employee Benefits Expenses:

Particulars

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

(a) Salaries and Wages 14,30,880.00 13,00,800.00

(b) Contributions to Provident Fund

(c) Leave Encashment

(d) Production Incentives

(e) Other benefit plans for Employees

(e) Staff Welfare Expenses

Total 14,30,880.00 13,00,800.00

Note 23

Finance Costs:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Interest on Borrowings - CC Indian Bank 58,22,093.00 54,96,492.89

Interest on Borrowings - CC Syn Bank 43,934.46

Interest on Borrowings - TL 4,98,485.00 4,42,614.00

Interest on Borrowings - WCTL Syn Bank 2,66,301.00

Interest on term loan- cold chain 80,77,338.00 63,78,979.00

(less) capitalised (80,77,338.00) (63,78,979.00)

Interest on PML 44,83,367.00 20,13,384.00

Bank Charges 2,20,924.00 21,860.00

Applicable Net Gain / Loss on Foreign Currency Transactions and

Translation

Total 1,13,35,104.46 79,74,350.89

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

S.H. COLD STORAGE PRIVATE LIMITED

Notes to Provisional Financial Statements for the Year ended 31 st March, 2014

Note 22

Other Expenses:

Audited

31.03.2014

Rs.

Audited

31.03.2013

Rs.

Consumption of packing materials @

Consumption of stores and spare parts

Crisil Rating Fees 40,450.00 17,977.00

Insurance 1,29,305.00 87,176.00

Lease rent 10,000.00 10,000.00

Electricity Charges - Aroor 22,93,365.00 20,76,190.00

Electricity Charges - Mettupalayam 6,80,687.00 15,51,583.00

Loading & Unloading

Power and fuel 20,92,200.00 17,43,496.00

Professional Charges 11,600.00 32,500.00

Processing fee 11,60,328.00 1,77,500.00

(less): capitalised

Property Tax 45,400.00 45,400.00

Rent including lease rentals - Store Rent own Stock - contra 20,25,000.00 23,43,800.00

Rounded off

ROC Fees paid 6,500.00 31,200.00

Staff welfare 23,840.00 -

Travelling Expenses 1,13,110.00 15,600.00

Land Maintenance to KINFRA for Palakkad and Calicut 33,860.00

Payment to Auditor ( Refer details below ) 28,090.00 28,090.00

Total 86,93,735.00 81,60,512.00

Payments to the Auditor as,

a. for Statutory Audit matters 28,090.00 28,090.00

b. for Other Services - -

Total 28,090.00 28,090.00

Place: Coimbatore As per Report of even date enclosed herewith

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

S.H. COLD STORAGE PRIVATE LIMITTED,

AR0OR , ALAPUZHA DISTRICT. KERALA.

SCHEDULE TO BALANCE SHEET - FIXED ASSETS AS PER COMPANIES ACT

DescriptionNo.of Days Cost as on

01.04.13

Addition

Before Sept

Addition

after Sept

Cost as on

31.03.14

Dep. Fund as on

31.03.13 Rate of Dep Amount

WDV as on

31.03.14

Land 47,58,000.00 35,00,000.00 1,21,00,000.00 2,03,58,000.00 2,03,58,000.00

-

Building 6,51,31,630.00 6,51,31,630.00 1,37,10,615.34 10.00% 51,42,101.47 4,62,78,913.19

Technical Civil Cost 32,76,000.00 9,03,90,000.00 9,36,66,000.00 10.00% 15,55,926.30 9,21,10,073.70

-

Drying Yard(Civil & Fabrication)38,19,550.00 31,93,000.00 70,12,550.00 5,80,442.33 10.00% 6,43,210.77 57,88,896.90

-

Weigh Bridge 11,16,000.00 37,32,000.00 48,48,000.00 1,11,600.00 10.00% 4,73,640.00 42,62,760.00

-

Generator 4,00,000.00 4,00,000.00 2,52,620.40 15.33% 22,593.29 1,24,786.31

-

Insulations 55,93,000.00 55,93,000.00 22,08,461.63 15.33% 5,18,849.73 28,65,688.64

-

Plant & Machinery 1,79,66,000.00 2,67,26,000.00 4,46,92,000.00 50,65,215.15 15.33% 25,57,137.44 3,70,69,647.41

-

Electricals - Transformers & Others6,10,000.00 6,10,000.00 3,85,246.12 15.33% 34,454.77 1,90,299.11

REEFER TRUCK 1,37,28,000.00 1,37,28,000.00 13.91% 19,09,565.00 1,18,18,435.00

-

Others 7,50,000.00 48,50,000.00 56,00,000.00 - 15.33% 2,16,922.00 53,83,078.00

Interest Capitalised 67,35,706.29 89,80,941.71 1,57,16,648.00 - 15.33% 12,19,298.18 1,44,97,349.82

TANGIBLE ASSETS 9,93,94,180.00 3,49,14,706.29 14,30,46,941.71 27,73,55,828.00 2,23,14,200.97 1,42,93,698.95 24,07,47,928.08

Intangible Asset- ROC fees 2,72,000.00 2,72,000.00 - - 2,72,000.00

TOTAL FIXED ASSETS 9,93,94,180.00 3,49,14,706.29 14,33,18,941.71 27,76,27,828.00 2,23,14,200.97 - 1,42,93,698.95 24,10,19,928.08

As per Report of even date enclosed herewith

Place: Coimbatore

Date: 27/08/2014

For S. H. Cold Storage Private Limited

Director Director

S.H. COLD STORAGE PRIVATE LIMITED,

S.F.No.43/1/G/2, ALAPUZHA MAIN ROAD, AROOR - 688 534, ALAPUZHA DISTRICT.

Accounting policies and notes attached to and forming part of the Balance Sheet as at 31/03/2014 A. Accounting Policies: 1. INCOME RECOGNITION: The Company follows accrual method of accounting except where the income is uncertain and are in accordance with the Accounting Standards referred to in sub-section 3 ( C ) of Section 211 of the Companies Act, 1956. 2. FIXED ASSETS: Fixed assets are recorded at cost of acquisition or construction. They are stated at historic cost less accumulated depreciation. 3. DEPRECIATION: Depreciation is provided under written down value method at the revised rates specified in Schedule XIV of the Companies Act, 1956. 4. INVENTORIES: Inventories are valued as follows: The Company is not a Manufacturing company. Closing Stock of Traded goods are valued at Cost plus expenses for bringing the goods to store.. 5. CONTINGENT LIABILITIES: Contingent liabilities are generally not provided for in the Accounts and are shown separately in notes on accounts. 6. Short term employees benefits are recognized as an expense at the undiscounted amount to Profit and Loss Account in the year in which the related service is rendered. 7. Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognized, subject to the consideration of prudence, on timing difference, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods and measured using relevant enacted tax rates. 8. At each Balance Sheet date, the company reviews the carrying amount of fixed assets to determine whether there is any indication that those assets suffered impairment loss. If any such indication exist, the recoverable amount of the assets is estimated in order to determine the extent of impairment loss. 9. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes to accounts. Contingent Assets are neither recognized nor disclosed in the financial statements. 10. Prior period items, if any, are dealt with as per the applicable Accounting Standards.

11. There are no events occurring after the Balance Sheet date that require adjustment or disclosure. 12. The Company has during the year, as per the Revised Schedule VI, re-grouped the Preliminary expenses under Intangible assets. Further the expenses incurred for increasing the Authorised Capital of the Company is grouped under Intangible Assets. 13. Accounting Standard (AS) 16, borrowing cost attributable to qualifying assets. The accounting policy adopted for borrowing costs. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue. B. NOTES FORMING PART OF ACCOUNTS: 1. The Previous Year figures have been re-grouped or reclassified wherever necessary to conform to this year’s classification. 2. Fixed assets of the company has been charged to the INDIAN BANK, METTUPALAYAM BRANCH to the extent of the loan availed by the company from the Bank 3. Sundry creditors, Advances and Loans, Deposits are subject to confirmation and reconciliation, if any.

31.03.2014 31.03.2012

4. Earnings in Foreign Currency: NIL NIL 5. Expenditure in Foreign Currency: NIL NIL 6. Value of Imports/CIF Value NIL NIL 7. The Company has not provided for P.F. and ESI Liability in the books as the Management has reported that they are not applicable immediately for the company. 8. The Company is in the business of construction and management of a Cold Storage and hence the quantity details of capacity, Opening Stock, Purchases, Sales and other quantitative details are not presented, as the same are not applicable. However quantity details for traded items are given below: Quantitative details of principal items of goods traded;

POTATO IN MT ORANGES APPLES BOXES

i. Opening Stock 0 NIL 10,000.00ii. Purchase during the previous year; 6000.00 2,250.00 20,000.00iii.Sales during the previous year; 5400.00 2,250.00 10,000.00 iv.Closing Stock; 0 NIL 20,000.00v. Shortage/Excess, if any 600.00 NIL NIL

9. CONTINGENT LIABILTIES: NIL 10. Sundry creditors, Advances and Loans, Deposits are subject to confirmation and reconciliation, if any. 11. The Company is a Small and Medium Sized Company (SMC) as defined in the General instructions in respect of Accounting Standard notified under the Companies Act, 1956, Accordingly, the Company has complied with the Accounting Standards as applicable to a Small and Medium Sized Company.

12. Earning Per Share

Particulars As on 31.03.2014 As on 31.03.2012

Profit /(Loss) After Tax

No. of Shares

Basic Earnings per Share (in Rs.)

Nominal Value of Equity Shares Rs.10 each

86,52,616

41,96,781

2.06

-43,21,409

11,71,850

-3.69

13. Accounting Standard (AS) 18 , Related Party Disclosures: I. Transactions with related parties during the year and balance outstanding at the end of the

year. (Rs.In Lakhs)

Nature of Transactions Subsidiaries Associates Key Management

Personnel Other Related

Parties 2013-14 2012-13 2013-14 2012-13 2013-14 2012-13 2013-14 2012-13

Purchase of Goods NIL NIL

Sale of Goods NIL NIL Receiving of Services Providing of Services Remuneration NIL NIL Interest Paid Share application – Received/ (Repaid)

199.99 362.00 NIL 71.50

NIL 70.00

Closing Balances (Receivable) NIL NIL NIL NIL NIL

Closing Balances (Payable) 7.12 9.59 NIL NIL NIL NIL

II. Name of the related party and the nature of the related party relationship. Name of Related Party Nature of RelationshipM/s. AKS COLD STORAGE Associate – Prop. Concern of Director M/s. S.S. COLD STORAGE Associate – Prop. Concern of Director Mr. A.K.S. SARAVANAN Director Mrs. S. KALAISELVI Wife of the Director Mr. A.K. SUBRAMANIAM Director

14. None of the Employees have completed five continuous years of services and hence provision of Gratuity does not arise for the year.

15. No. of Non-resident Shareholders - NIL (PY- NIL)

16. The Components of the deferred tax balances are as under:

Particulars 31.03.2014 31.03.2012

Deferred Tax Asset: Attributable to Depreciation

NIL NIL

Deferred Tax Liability: Attributable to Depreciation

Rs.10,11,094 /- Rs.12,28,097 /-

17. The amount of borrowing costs capitalized during the period;

Particulars 31.03.2014 31.03.2013

Interest on Bank Term Loans Rs. 80,77,338 Rs. 63,78,979

18. The recoverable amount of the Fixed Assets is higher than the carrying amount and hence there is no impairment loss on Fixed Assets.

19. None of the employees of the company was in receipt of remuneration exceeding the limits prescribed, as per the Companies (particulars of the employees ) rules 1975,(amended), under section 217 (2-A), during the year. ------------------------------------------------------------------------------------------------------------------

For S.H. COLD STORAGE PRIVATE LIMITED,

Director. Director. Place : AROOR, ERNAKULAM. Date : 27th August 2014