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Ganges Securities Ltd.

BSE: 540647 Sector: Financials
NSE: GANGESSECU ISIN Code: INE335W01016
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OPEN 45.25
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VOLUME 713
52-Week high 127.75
52-Week low 41.50
P/E 251.94
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.25
CLOSE 47.60
VOLUME 713
52-Week high 127.75
52-Week low 41.50
P/E 251.94
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ganges Securities Ltd. (GANGESSECU) - Auditors Report

Company auditors report

To the Members of

Ganges Securities Limited

Report on the Financial Statements

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Financial statements that give a true and fair view of the Financial positionFinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards speci3 ed underSection 133 of the Act read read with Rule 7 of Companies (Accounts) Rule 2014. Thisresponsibility also differences maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design implementation and maintenance of internal Financial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors' Responsibility

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

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

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

An audit involves perfoforming procedures to obtain audit evidence about the amountsand the disclosures in the Financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of theFinancial statements whether due to fraud or error. In making those risk assessments theauditors consider internal Financial control relevant to the Company's preparation of theFinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also differences evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the Financial statement.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of Affairs of the Company as at March31 2018 and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Companies Act 2013 we give in the "Annexure A" a statement on the mattersspeci3 ed in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

e. On the basis of the written representation received from the directors taken onrecord by the Board of Directors none of the directors is disqualified as on March31 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal Financial controls over Financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B''. g. With respect to the other matters to bedifferencesd in the Auditors' report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanation given to us: i. There are no pending litigations and hence thedisclosure relating to the impact of pending litigations on its Financial position in itsFinancial statements does not arise.

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

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

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

to the Independent Auditors' Report

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section our report of even date addressed to the Members of GangesSecurities Limited on the Financial statements as on March 31 2018)

I. In respect of Fixed Assets: -

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

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

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

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

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

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

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

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

VII. In respect of Statutory dues: -

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

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

VIII. There are no loans and borrowing taken from Financial institutions banksGovernment or from debenture holders. Hence Paragraph 3(viii) of the order is notapplicable on the Company.

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

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

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

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

XIII. All the transactions with the related parties are in compliance with the sections177 and 188 of the Companies Act 2013 wherever applicable and the details have beendisclosed in the Financial statements as required by the applicable Accounting Standard.

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

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

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

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

to the Independent Auditors' Report on the Financial Statements of Ganges SecuritiesLimited as on 31st March 2018

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section our report of even date addressed to the Members of GangesSecurities Limited on the Financial statements as on March 31 2018)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

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

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalFinancial controls based on the internal control over Financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartfered Accountants of India ("ICAI"). Theseresponsibilities differences the design implementation and maintenance of adequateinternal Financial controls that were operating effectively for ensuring the orderly ande3 cient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable Financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal Financialcontrols over Financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal Financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartfered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal Financial controls over Financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves perfoforming procedures to obtain audit evidence about the adequacyof the internal Financial controls system over Financial reporting and their operating e3ectiveness. Our audit of internal Financial controls over Financial reporting differencesdobtaining an undfierstanding of internal Financial controls over Financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors' judgement including the assessment of the risks ofmaterial misstatement of the Financial statements whether due to fraud or error.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal Financial control over Financial reporting is a process designedto provide reasonable assurance regarding the reliability of Financial reporting and thepreparation of Financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal Financial control over Financialreporting differences those policies and procedures that:

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

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

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the Financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

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

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

1. Corporate Information

Ganges Securities Limited (the Company) was incorporated on 23rd March 2015 as aSubsidiary Company of Upper Ganges Sugar & Industries Limited (UGSIL). With theobjective of business realignment of The Oudh Sugar Mills Limited (OSML) and UGSIL acomposite scheme of arrangement had been filed with the Hon'ble High Court of Allahabad totransfer the Tea Garden and Investment business undertaking of UGSIL to the Company andthereafter to transfer the Tea Garden business undertaking of the Company to CinnatiolliahTea Limited (CTL) from the appointed date i.e. 1st April 2015 which has been approved bythe National Company Law Tribunal.

The main object of the Company is to invest deal etc. in securities and immovableproperties.

2. Basis of Preparation

The Financial statements of the Company have been prepared in accordance with generallyaccepted accounting principles in India (Indian GAAP). The Company has prepared theFinancial statements to comply in all material respects with the Accounting Standardsnoti3 ed under Section 133 of the Companies Act 2013 read together with paragraph 7 ofthe Companies (Accounts) Rules 2014 and the Companies (Accounting Standards) AmendmentRules 2016 under the historical cost convention except for impact of Scheme ofArrangement taken at fair value as detailed in Note 2(ii) below and on an accrual basis.

3. Scheme of Arrangement

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

b) As per the scheme appointed date as approved by the National Company Law Tribunalwas 1st April 2015 and effective date is 23rd March 2017 being the date on which thecerti3 ed copy of the order sanctioning the said scheme was filed with the Registrar ofCompanies Kanpur Uttar Pradesh and Uttarakhand in accordance with the Companies Act1956 and applicable provisions of Companies Act 2013. Accordingly all relatedadjustments thereof had been given effect to in the accounts during the previous Financialyear ended 31st March 2017.

c) Pursuant to the scheme above in the previous Financial year the Company had issued10003687 fully paid up equity shares of Rs. 10 each to the shareholders of UGSIL as perrecord date 23/03/2017 aggregating to Rs. 1000.37 lakhs in the ratio of 77 equity sharesof the face value of Rs. 10 each of the Company for every 89 equity shares of the facevalue of Rs. 10 each held in UGSIL.

• Further the Company had issued 150000 fully paid up 12% Non-ConvertibleCumulative Redeemable Preference Shares of Rs. 100 each to the preference shareholders ofUGSIL aggregating to Rs. 150 lakhs on the same terms and conditions.

• Further the Company had received 26125396 fully paid up equity shares of Rs.10 each from CTL aggregating to Rs. 2612.54 lakhs as consideration for the transfer oftea business undertaking.

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

The preparation of Financial statements in conformity with Indian GAAP requires themanagement to make judgments estimates and assumptions that affect the reported amountsof revenues expenses assets and liabilities and the disclosure of contingentliabilities at the end of the reporting period and the results from operations during thereporting period. Although these estimates are based on the management's best knowledge ofcurrent events and actions uncertainty about these assumptions and estimates could resultin the outcomes requiring a material adjustment to the carrying amounts of assets orliabilities in future periods.

b) Tangible Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation and impairment lossesdetermined if any. The cost comprises the purchase price includesive of duties taxesincidental expenses erection / commissioning expenses and borrowing costs ifcapitalisation criteria are met and directly attributable cost of bringing the assets toits working condition for the intended use. Each part of an item of property plant andequipment with a cost that is significant in relation to the total cost of the item isdepreciated separately. This applies mainly to components for machinery. When significantparts of fixed assets are required to be replaced at intervals the company recognizessuch parts as individual assets with specific useful lives and depreciates themaccordingly.

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

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

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

c) Depreciation on Tangible Fixed Assets

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

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

Class of Assets

Useful Lives estimated by the management (Years)

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

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

d) Leases

Operating Lease

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

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

e) Borrowing Costs

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

f) Impairment of Fixed Assets

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

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

g) Investments

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

On initial recognition all investments are measured at cost. The cost comprisespurchase price and directly attributable acquisition charges such as brokerage fees andduties.

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

h) Revenue Recognition

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

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

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

i) Income taxes

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

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

The carrying amount of deferred tax assets is reviewed at each reporting date. Thecompany writes-down the carrying amount of deferred tax asset to the extent that it is nolonger reasonably certain or virtually certain as the case may be that sufficient futuretaxable income will be available against which deferred tax asset can be realised. Anysuch write-down is revfiersed to the extent that it becomes reasonably certain orvirtually certain as the case may be that sufficient taxable income will be available infuture.

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

j) Earnings Per Share

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

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

k) Cash and Cash Equivalents

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

l) Provisions

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

m) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whoseexistence will be confoformed by the occurrence or non-occurrence of one or more uncertainfuture events beyond the control of the Company or a present obligation that is notrecognized because it is not probable that an outflow of resources will be required tosettle the obligation. A contingent liability also arises in extremely rare cases wherethere is a liability that cannot be recognized because it cannot be measured reliably. TheCompany does not recognize a contingent liability but discloses its existence in theFinancial statements.

5. Share Capital

Rs.in lakhs
As at March 31 2018 As at March 31 2017
(a) Authorised shares
13500000 Equity Shares of Rs.10 each 1350.00 1350.00
150000 Preference Shares of Rs.100 each 150.00 150.00
1500.00 1500.00
(b) Isuedsubscribed and fully paid-up shares
10003687 Equity Shares of Rs.10 each 1000.37 1000.37
150000 Preference Shares of Rs. 100 each 150.00 150.00
1150.37 1150.37

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

Equity Shares

March 31 2018 March 31 2017
Particulars No. (Rs.) in Lakhs No. (Rs.) in Lakhs
Equity Shares of Rs. 10/- each
Outstanding at the beginning of the Period 10003687 1000.37 50000 5.00
Share cancelled pursuant to the scheme - - -50000 -5.00
Issued pursuant to the scheme during the year - - 10003687 1000.37
Outstanding at the end of the Period 10003687 1000.37 10003687 1000.37

Preference Share

March 31 2018 March 31 2017
Particulars No. (Rs.) in Lakhs No. (Rs.) in Lakhs
Preference Shares of Rs. 100/- each
Outstanding at the beginning of the Period 150000 150.00 - -
Issued pursuant to the scheme during the year - - 150000 150.00
Outstanding at the end of the Period 150000 150.00 150000 150.00

Terms / rights attached to Equity Shares

The Company has issued only one class of equity shares having a par value of Rs.10per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company the holders of equity shares will beentitled to receive remaining assets of the Company after distribution of allpreferential amounts. The distribution to equity shareholders will be in proportion to theamount paid on the shares held by them.

Terms of redemption of Preference Shares of Rs. 100 each

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

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

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

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

Equity Shares of Rs. 10.00 each fully paid

Particulars

March 31 2018

March 31 2017

No. % holding No. % holding
Sil Investments Limited 1338430 13.38% 1338430 13.38%
New India Retailing & Investment Limited 838367 8.38% 838367 8.38%
Nandini Nopany 701730 7.02% 701730 7.02%
Hargaon Investment & Trading Co. Limited 569252 5.69% 569252 5.69%
Yashovardhan Investment & Trading Co. Limited 569531 5.69% 569531 5.69%

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

Preference Shares of Rs. 100.00 each fully paid

March 31 2018 March 31 2017
Particulars No. % holding No. % holding
12 % Preference Shareholders
Uttam Commercial Ltd 12750 8.50% 12750 8.50%
Yashovardhan Invt & Trad Co Ltd 63750 42.50% 63750 42.50%
SIL Investments Ltd 9750 6.50% 9750 6.50%
Shital Commercial Ltd 25500 17.00% 25500 17.00%
GMB Investment Pvt Ltd 8250 5.50% 8250 5.50%
Hargaon Invt & Trad Co Ltd 21750 14.50% 21750 14.50%
Deepshikha Trading Co P Ltd 8250 5.50% 8250 5.50%
Total 150000 100.00% 150000 100.00%

6. Reserves and Surplus

Rs.in lakhs
Particulars As at March 31 2018 As at March 31 2017
Capital Reserve
Arisen pursuant to Scheme of Arrangement 4111.33 4111.33
Surplus / (De3 cit) in the Statement of Profit or Loss
Balance as per last Financial statements (464.76) (3.80)
Profit / (Loss) for the year 6.93 (15.93)
Less : Loss arisen pursuant to Scheme of Arrangement - (445.03)
Net Surplus / (De3 cit) in the Statement of Profit or Loss (457.83) (464.76)
Total Reserves and Surplus 3653.50 3646.57

7. Other Non current liabilities

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

 

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

9. Property Plant & Equipment

Rs.

Rs.in lakhs
Particulars

Free- hold Land*

Build- ings Plants and Equipments

Computer and Data Processing Equipments

Furniture and Fix- tures

Vehicles

office Equip- ments

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

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

10. Non-current investments

Rs.in lakhs
Particulars

Number of Units / shares

Face value Per Unit / share

As at March 31 2018

As at March 31 2017

Quoted (fully paid)
In Equity Instruments
Chambal Fertilizfiers & Chemicals Ltd 704160 10.00 98.85 98.85
New India Retailing & Investment Ltd 202500 10.00 277.51 277.51
376.36 376.36
Unquoted (fully paid)
In Equity Instruments
In Subsidiary Companies
Uttar Pradesh Trading Co. Ltd 163624995 1.00 1736.55 1736.55
Cinnnatolliah Tea Ltd 26175396 10.00 2617.54 2617.54
4354.09 4354.09
Equity - In Other Companies
Bihar State Financial Corporation Ltd. 60 100.00 0.06 0.06
Birla Buildings Ltd. 8400 10.00 0.84 0.84
Preference Shares - In Other Companies
Raj Kamal Prakashan P Ltd 50 100.00 0.05 0.05
0.95 0.95
Total 4731.40 4731.40
Aggregate amount of quoted investments [Market Value : Rs.1220.15 lakhs PY : Rs. 671.61 lakhs] 376.36 376.36
Aggregate amount of unquoted investments 4355.04 4355.04

11. Loans and advances

Rs.in lakhs

Non-Current

Current

Particulars

As at March 31 2018

As at March 31 2017

As at March 31 2018

As at March 31 2017

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

29.25

29.25

7.31

2.75
Total

29.25

29.25

7.31

2.75

12. Cash and bank balances

Rs.in lakhs
Particulars

As at March 31 2018

As at March 31 2017

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

13. Revenue from operations

Rs.in lakhs
Particulars

Year ended March 31 2018

Year ended March 31 2017

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

14. Other income

Rs.in lakhs

Particulars

Year ended March 31 2018

Year ended March 31 2017

Rent and hire charges

16.75

-

Total

16.75

-

15. Other expenses

Rs.in lakhs
Particulars

Year ended March 31 2018

Year ended March 31 2017

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

16. Depreciation and amortisation expenses

Rs.in lakhs
Particulars

Year ended March 31 2018

Year ended March 31 2017

Depreciation of tangible assets 4.01 4.01
Total 4.01 4.01

17. Earning per share (EPS)

Rs.in lakhs
Particulars

Year ended March 31 2018

Year ended March 31 2017

Profit / (Loss) after tax 6.93 (15.93)
Dividend on Non-Convertible Cumulative Redeemable Preference Share & tax thereon 21.70 21.66
Net Profit / (loss) for calculation of basic and diluted EPS (14.77) (37.59)
Nos. Nos.
Weighted average number of equity shares in calculating basic & diluted EPS 10003687 10003687
Earning per equity share (Nominal value of share Rs. 10)
Basic & Diluted (0.15) (0.38)

18. Contingent liabilities

Rs.in lakhs
Particulars

Year ended March 31 2018

Year ended March 31 2017

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

19. Related Party Disclosures:

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

Transaction With Related parties

a) Current Liabilities Rs.in lakhs
Name

Year ended

Amount owed by Related Parties

Amount owed to Related parties

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

 

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

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

For Agrawal Subodh & Co.

For and on behalf of the Board of Directors

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

Independent Auditor's Report

To the Members of Ganges Securities Limited

Report on the Consolidated Financial Statements

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

Management's Responsibility for the Consolidated Financial Statements

The Holding company's Board of Directors is responsible for the preparation of theseconsolidated Financial statements in terms of the requirements of the Companies Act 2013(hereinafter referred to as "the Act") that give a true and fair view of theconsolidated Financial position consolidated Financial performance and consolidated cashflows of the Group in accordance with the accounting principles generally accepted inIndia including the Accounting Standards prescribed under Section 133 of the Act readwith Rule 7 of Companies (Accounts) Rule 2014. The respective Board of Directors of thecompanies differencesd in the Group are responsible for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theGroup and for preventing and detecting frauds and other irregularities; the selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal Financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error which have been used for the purpose ofpreparation of the consolidated Financial statements by the Directors of the HoldingCompany as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated Financial statementsbased on our audit. In conducting our audit we have taken into account the provisions ofthe Act the accounting and auditing standards and matters which are required to bedifferencesd in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing speci3 edunder Section 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe consolidated Financial statements are free from material misstatement. An auditinvolves perfoforming procedures to obtain audit evidence about the amounts and thedisclosures in the consolidated Financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe consolidated Financial statements whether due to fraud or error. In making those riskassessments the auditor considfiers internal Financial control relevant to the HoldingCompany preparation of the consolidated Financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances. Anaudit also differences evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Holding Company's Board ofDirectors as well as evaluating the overall presentation of the consolidated Financialstatements.

We believe that the audit evidence obtained by us and other auditors in term of theirreports referred to in paragraph on "Other Matter" is sufficient andappropriate to provide a basis for our audit opinion on the consolidated Financialstatements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of reports of other auditors on separateFinancial statements of the subsidiaries referred to below in the Other Matters paragraphthe aforesaid consolidated Financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the consolidated state of Affairs of the Groupas at March 31 2018 and of their consolidated profits and their consolidated cash flowsfor the year ended on that date.

Other Matter Paragraph

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

g) With respect to the other matters to be differencesd in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

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

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

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