INDEPENDENT AUDITORS REPORT TO THE MEMBER OF ANCHOR INVESTMENT & TRADING PRIVATE LIMITED

Transcription

1 4. INDEPENDENT AUDITORS REPORT TO THE MEMBER OF ANCHOR INVESTMENT & TRADING PRIVATE LIMITED Report on the Financial Statements We have audited the financial statements ofanchor Investment & Trading Private Limited (the Company ) on pages 6 to 20which comprise the statement of financial position as at 31 March 2014 and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes. Directors Responsibility for the Financial Statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Companies Act 2001, and for such internal controls asthe directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, 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 controls 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, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements on pages 6 to 20 give a true and fair view of the financial position of the Company as at 31 March 2014 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 2001.

2 5. INDEPENDENT AUDITORS REPORT TO THE MEMBER OF ANCHOR INVESTMENT & TRADING PRIVATE LIMITED (CONTINUED) Report t on the Financial Statements (Continued) Other matter This report, including the opinion, has been prepared for and only for the Company s member in accordance with Section 205 of the Companies Act 2001 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Report on Other Legal and Regulatory Requirements Companies Act 2001 We have no relationship with or interests in the Company other than in our capacity as auditorsand dealings in the ordinary course of business. We have obtained all the information and explanations we have required. In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records. Sd/- Sd/- ERNST & YOUNG Ebène, Mauritius DARYL CSIZMADIA, C.A. (S.A) Licensed by FRC Date: 2 APR 2014

3 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH Notes REVENUE Interest income 5 3,808 7,353 Reversal of impairment 9 1,860,450 - Service fees received 7-1,241,668 1,864,258 1,249,021 EXPENSES Legal and professional fees (20,199) (4,188) Audit fees Directors' fees (7,500) (6,494) (1,500) (1,500) Secretary and registered office fees (642) (700) Other operating expenses (123,084) (31,507) Impairment of trade receivables 9 - (1,860,450) Bad debts recognised on trade receivables 9 (910,450) - (1,063,375) (1,904,839) Profit/(loss) before tax 800,883 (655,818) Income tax credit/(expense) 8 9,016 (35,918) Profit/(loss) for the year 809,899 (691,736) Other comprehensive income - - Total comprehensive income/(loss) for the year 809,899 (691,736) The notes on pages 10 to 20 form an integral part of these financial statements.

4 STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH Notes ASSETS Current assets Trade and other receivables 9 1, ,975 Income tax receivable 8 17,810 - Cash and cash equivalents 6 3,510,291 2,612,018 Total assets 3,530,084 2,735,993 EQUITY AND LIABILITIES Equity Issued capital 10 16,987 16,987 Retained earnings 53,284 2,653,385 Equity attributable to equity holders 70,271 2,670,372 Current liabilities Trade and other payables 11 49,813 47,605 Dividend payable 12 3,410,000 - Income tax payable 8-18,016 Total current liabilities 3,459,813 65,621 Total equity and liabilities 3,530,084 2,735,993 Approved by the Board of Directors and authorized for issue on 2 April 2014 and signed on its behalf by: Sd/- Sd/- Director Director The notes on pages 10 to 20 form an integral part of these financial statements.

5 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH Issued Retained Note capital earnings Total At 01 April ,987 3,345,121 3,362,108 Loss/Total comprehensive loss for the year - (691,736) (691,736) At 31 March ,987 2,653,385 2,670,372 At 01 April ,987 2,653,385 2,670,372 Profit/Total comprehensive income for the year - 809, ,899 Equity dividends 12 - (3,410,000) (3,410,000) At 31 March ,987 53,284 70,271 The notes on pages 10 to 20 form an integral part of these financial statements.

6 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH Cash flows from operating activities Profit/(loss) before tax 800,883 (655,818) Adjustments to reconcile profit/(loss) before tax to net cash flows: Impairment of trade receivables - 1,860,450 Interest income (3,808) (7,353) Operating profit before working capital changes 797,075 1,197,279 Working capital adjustments: Trade and other receivables 121,992 (1,225,576) Trade and other payables 2,208 2, ,275 (25,424) Income tax paid (26,810) (112,019) Net cash flows from/(used in) operating activities 894,465 (137,443) Cash flows from investing activities Interest income 3,808 7,353 Net cash flows from investing activities 3,808 7,353 Net increase/(decrease) in cash and cash equivalents 898,273 (130,090) Cash and cash equivalents at beginning of year 2,612,018 2,742,108 Cash and cash equivalents at end of year 3,510,291 2,612,018 The notes on pages 10 to 20 form an integral part of these financial statements.

7 FOR THE YEAR ENDED 31 MARCH GENERAL INFORMATION The Company was incorporated in the Republic of Mauritius under the Companies Act 2001 on 16 August 2007 as a private company with liability limited by shares and holds a Category 1 Global Business Licence issued by the Financial Services Commission. The Company's registered office is 4th Floor, Raffles Tower, 19 Cybercity, Ebene, Republic of Mauritius. The Company was previously granted an Investment Holding licence and was later given an Investment Adviser (Restricted) Licence on 8 January The Company is involved in investment management and advisory activities. 2. BASIS OF PREPARATION The financial statements of the Company have been prepared under the historical cost convention. 2.1 STATEMENT OF COMPLIANCE The financial statements have been prepared in accordance with and comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). 2.2 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES The accounting policies adopted are consistent with those of the previous financial year except for the following new and amended IFRS and IFRIC interpretations adopted in the year commencing 1 April 2013: NEW OR REVISED STANDARDS IFRS 10 Consolidated Financial Statements IFRS 11 Joint Arrangements IFRS 12 Disclosure of Interests in Other Entities IFRS 13 Fair Value Measurement IAS 19 Employee Benefits IAS 27 Separate Financial Statements (2011) IAS 28 Investments in Associates and Joint Ventures (2011) Effective for accounting period beginning on or after AMENDMENTS Presentation of Items of Other Comprehensive Income (Amendments to IAS 1) Disclosures Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) Government Loans (Amendments to IFRS 1) Annual Improvements Cycle Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance INTERPRETATIONS IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine 01-Jul-12 Where the adoption of the standard or interpretation or improvement is deemed to have an impact on the financial statements or performance of the Company, its impact is described below:

8 FOR THE YEAR ENDED 31 MARCH BASIS OF PREPARATION (CONTINUED) 2.2 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES (CONTINUED) IFRS 13 Fair Value Measurement IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. IFRS 13 defines fair value as an exit price. As a result of the guidance in IFRS 13, the Company reassessed its policies for measuring fair values, in particular, its valuation inputs such as non-performance risk for fair value measurement of liabilities. IFRS 13 also requires additional disclosures. The Company considered the impact of the amendment and concluded that no significant disclosures were required. Amendments to IAS 1 - Presentation of Items of Other Comprehensive Income This standard amends IAS 1 Presentation of Financial Statements to revise the way other comprehensive income (OCI) is presented. The amendments: Preserve the amendments made to IAS 1 in 2007 to require profit or loss and OCI to be presented together, i.e. either as a single 'statement of profit or loss and comprehensive income', or a separate 'statement of profit or loss' and a 'statement of comprehensive income' rather than requiring a single continuous statement as was proposed in the exposure draft; Require entities to group items presented in OCI based on whether they are potentially reclassifiable to profit or loss subsequently. i.e. those that might be reclassified and those that will not be reclassified Require tax associated with items presented before tax to be shown separately for each of the two groups of OCI items (without changing the option to present items of OCI either before tax or net of tax). The above amendment has been applied where required by the Company. Amendments to IFRS 7 - Disclosures - Offsetting Financial Assets and Financial Liabilities This standard amends the disclosure requirements in IFRS 7 Financial Instruments: Disclosures to require information about all recognised financial instruments that are set off in accordance with paragraph 42 of IAS 32 Financial Instruments: Presentation. The amendments also require disclosure of information about recognised financial instruments subject to enforceable master netting arrangements and similar agreements even if they are not set off under IAS 32. The IASB believes that these disclosures will allow financial statement users to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with an entity's recognised financial assets and recognised financial liabilities, on the entity's financial position. The amendment had no impact on the Company s financial statements. Annual Improvements Cycle The following are annual improvements to existing standards: IFRS 1-1 Permits the repeated application of IFRS 1, borrowing costs on certain qualifying assets; IAS 1-1 Clarifies the requirements for comparative information; IAS 32- Clarifies that tax effect of a distribution to holders of equity instruments should be accounted for in accordance with IAS 12 Income Taxes; and IAS 34- Clarify interim reporting of segment information for total assets in order to enhance consistency with the requirements in IFRS 8 Operating Segments. The amendments described above did not have any impact on the Company s financial position. However necessary disclosures were made to take into consideration these changes in the standards.

9 FOR THE YEAR ENDED 31 MARCH BASIS OF PREPARATION (CONTINUED) 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the more significant accounting policies, which have been applied consistently, is set out below: Foreign currency transactions Functional and presentation currency Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the functional currency ). The financial statements are presented in United States Dollar ( ), which is the Company s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign currency transaction gains and losses on financial instruments classified as at fair value through profit or loss are included in profit or loss as part of the Fair value gain or loss onfinancial assets designated at fair value through profit or loss. Exchange differences on other financialinstruments are included in profit or loss as Exchange difference. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated usingthe exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value ina foreign currency are translated using the exchange rates at the date when the fair value is determined. Thegain or loss arising on retranslation of non-monetary items is treated in line with the recognition of gain or losson change in fair value of the item (i.e., translation differences on items whose fair value gain or loss isrecognised in other comprehensive income or profit or loss is also recognised in other comprehensive income orprofit or loss, respectively). Financial assets Financial assets within the scope of IAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, heldto-maturity investments and available-for-sale financial assets, as appropriate. The Company determines the classification of its financial assets at initial recognition. The Company s financial assets include cash and cash equivalents and trade and other receivables. Financial assets are recognised initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Loans and receivables Loansand receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method (EIR), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in profit or loss. The losses arising from impairment are recognised in profit or loss. Impairment of financial assets At each reporting date, the Company reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset s net realisable price and value in use, that is the present value of estimated future cash flows expected to arise from continuing to use the assets and from its disposals at the end of its useful life.

10 FOR THE YEAR ENDED 31 MARCH BASIS OF PREPARATION (CONTINUED) 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Impairment of financial assets (Continued) An impairment loss is recognised as an expense in profit or loss immediately, unless the asset is carried at revalued amount in which case the impairment loss is recognised against the revaluation or fair value reserve for the assets to the extent that the impairment loss does not exceed the amount held in the revaluation or fair value reserve for that same asset. Any excess is recognised immediately in profit or loss. Financial liabilities Financial liabilities within the scope of IAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition. The Company s financial liabilities consist of trade and other payables and accruals. Financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Loans and borrowings After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the profit or loss when the liabilities are derecognised as well as through the amortisation process. Derecognition of financial instruments Financial assets A financial asset (or, where applicable a part of a financial asset or part of a Company of similar financial assets) is derecognised when: - the rights to receive cash flows from the asset have expired; or - the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, - or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expired. Revenue recognition Revenue is recognised to the extent that it is possible that the economic benefits will flow to the Company and the revenue can be reliably measured. Interest revenue and expense are recognised in profit or loss for all interest-bearing financial instruments using the EIR method. Management fee is accounted for on an accrual basis. Related parties Related parties are individuals and companies where the individual or company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

11 FOR THE YEAR ENDED 31 MARCH BASIS OF PREPARATION (CONTINUED) 2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Provisions A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Cash and cash equivalents Cash and cash comprise cash at banks and short-term deposits in banks that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts when applicable Taxation Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Stated capital Ordinary shares are classified as equity, net of costs directly related to the issue of the shares. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Expenses Expenses are accounted for on an accrual basis.

12 FOR THE YEAR ENDED 31 MARCH STANDARDS, INTERPRETATIONS AND AMENDMENTS ISSUED BUT NOT YET EFFECTIVE The Company has not applied the following relevant new and revised IFRSs that have been issued but effective on annual periods beginning on or after the respective dates as indicated: IFRS 9 Financial Instruments Classification and measurement of financial assets, Accounting for financial liabilities and derecognition Effective for accounting period beginning on or after No stated effective date IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities 01 January 2014 Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36) effective 1 January January 2014 Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39) 01 January 2014 Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) 01 July 2014 Annual Improvements Cycle 01 July 2014 Annual Improvements Cycle 01 July 2014 IFRIC 21 Levies 01 January 2014 IFRS 14 Regulatory Deferral Account 01 January 2014 Investment Entities (amendments to IFRS 10, IFRS 12 and IAS 27) 01 January 2014 The Company is still evaluating the effect of these new or revised standards and interpretations on the presentation of its financial statements. No early adoption is intended by the Board of Directors. 3. SIGNIFICANT ACCOUNTING JUDGMENTS MENTS,ESTIMATES AND ASSUMPTIONS The preparation of the Company s financial statements requires management to make judgements, estimates and assumptions that affect the amounts recognised in the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future. Judgments Determination of functional currency The determination of the functional currency of the Company is critical since the recording of transactions and exchange differences arising thereon is dependent on the functional currency selected. The Directors have considered relevant factors and have determined that the functional currency of the Company is the United States Dollar ( ). Going concern The Directors have made an assessment of the Company s ability to continue as a going concern and is satisfied that the Company has access to resources to continue in business for the foreseeable future. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Company s ability to continue as a going concern. Therefore, the financial statements continue to be prepared on the going concern basis.

13 FOR THE YEAR ENDED 31 MARCH AGREEMENTS Termination of litigation and Deed of settlement The litigation between the Company and Everstone Capital Limited ("ECL") was terminated by a deed of settlement executed on the 21 March 2014 between the Company, ECL and the subsidiaries of ECL. Consequent to the execution of this Deed, a total amount of 950,000 was paid by ECL to the Company in full and final settlement of all claims made against them. Termination of the Escrow agreement On 21 March 2014, the Escrow agreement between the Company, ECL and HSBC Mauritius Ltd was also terminated and the financial guarantee was cancelled. After closure of the Escrow agreement, an amount of 1,870,130 was released to the Company's current account on 28 March INTEREST INCOME Interest income on fixed deposits 3,808 7, CASH AND CASH EQUIVALENTS Current account balance Restricted fixed deposits under an Escrow agreement Fixed deposits 3,510,291 16,151-1,870, ,737 3,510,291 2,612,018 During the financial year end, the Company terminated all its fixed deposits with HSBC Bank (Mauritius) Ltd, including the Escrow account as described in Note 4, and has transferred the funds in the current account of the company. There are no interest receivable on the current account. 7. SERVICE FEES AND PERFORMANCE FEES The Company and Everstone Capital Limited ( Everstone ) executed a Services Agreement (the agreement) dated 21 December 2009 whereunder Everstone was to procure from the Company certain services for advice on exit and broadly on liquidity strategies ( Services ) on terms set out in the agreement. In consideration Everstone was to pay an annual fixed fee of 10% of the Investment Managers Revenue from Funds as described in the agreement, for a period of five years commencing 01 January 2011 till 31 December 2015 and performance fees to an amount equivalent to 40% of the carried interest received by Everstone subsidiaries.

14 FOR THE YEAR ENDED 31 MARCH SERVICE FEES AND PERFORMANCE FEES (CONTINUED) The Company opened an Escrow account with HSBC and appointed an Escrow agent, "HSBC acting as Escrow agent". An amount of 1,870,130 was transferred in the Escrow account. On 21 March 2014, the Company terminated its agreement with Everstone and received a full and final settlement for service fees for an amount of 950,000. The Escrow account was closed and the amount 1,870,130 was transfered to the Company's current account held with the same bank. 8. TAXATION Under current laws and regulations the Company is liable to pay income tax on its net income at a rate of 15%. The Company is however entitled to a tax credit equivalent to the higher of actual foreign tax suffered or 80% of Mauritius tax payable in respect of its foreign source income tax thus reducing its maximum effective tax rate to 3%. The Company has received a certificate from the Mauritian authorities that it is resident of Mauritius. Statement of profit or loss and other comprehensive income: The tax charge is made up as follows: Income tax (credit)/expense (9,016) 35,918 A numerical reconciliation between the accounting profit at effective rate and the tax charge is shown below:- Profit/(loss) before tax 800,883 (655,818) Profit/(loss) before tax at 15% 120,132 (98,373) Adjustments for: Exempt income (567) (1,104) Non taxable income (279,068) - Disallowed expense - 279,068 (159,502) 179,591 Tax credit 127,602 (143,673) (31,900) 35,918 Overprovision of tax reversed 5,074 - Tax suffered to be refunded 17,810 - Income tax (credit)/expense (9,016) 35,918 Statement of financial position: At 01 April: Income tax payable 18,016 94,117 Income tax (credit)/expense (9,016) 35,918 Income tax paid during the year (26,810) (112,019) At 31 March: Income tax (receivable)/ payable (17,810) 18,016

15 FOR THE YEAR ENDED 31 MARCH TRADE AND OTHER RECEIVABLES Trade receivables - 1,860,450 Impairment - (1,860,450) - - Interest receivable - 4,044 Prepayments 1, ,931 1, ,975 Trade receivables that are less than 1 year past due are not considered as impaired. Individually impaired At 01 April Charge for the year 1,860,450 At 31 March ,860,450 Reversal after settlement of trade receivables (1,860,450) At 31 March ISSUED CAPITAL Issued and fully paid up share capital 16,987 Ordinary share of 1 each 16,987 16,987 a) The holder of an ordinary share has voting rights. b) All ordinary shares have equal rights on distribution of income and capital. 11. TRADE AND OTHER PAYABLES Accruals 10,537 9,398 Other payables 39,276 38,207 49,813 47,605 Other payables are non-interest bearing and are normally settled on 60 to 90 days term.

16 FOR THE YEAR ENDED 31 MARCH DIVIDEND PAYABLE Cash dividend on ordinary shares declaired and unpaid: Final cash dividend for 2014: per share (2013: Nil) 3,410, FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS Financial risk factors The Company s activities expose it to certain financial risks. The Company s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company s financial performance. Fair values The carrying amounts of trade and other receivables, cash and cash equivalents and trade and other payables approximate their fair values. Liquidity risk Liquidity risk is the risk that the company will not be able to meet its financial obligations as and when they fall due. The Company's approach to managing liquidity is to ensure that, as far as possible, it will always have sufficient liquidity to meet its liabilities. The Company manages liquidity risk by continuously monitoring forecast and actual cash flows while matching the maturity profiles of the financial liabilities. The following table shows the financial liabilities based on contractual undiscounted payments: On demand Total On demand Total Trade and other payables 49,813 49,813 47,605 47,605 49,813 49,813 47,605 47,605 Interest rate risk Interest rate risk arises from the effects of fluctuations in prevailing levels of markets interest rates on the fair value of financial assets and liabilities and future cash flows. The Company s income and operating cash flows are substantially independent of changes in interest rates. As at 31 March 2014, the Company had no interest-bearing financial assets or liabilities.

17 FOR THE YEAR ENDED 31 MARCH FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables. The carrying amount of financial assets represents the maximum exposure to credit risk. The maximum exposure to credit risk at the end of the reporting period was as follows: Interest receivable Cash and cash equivalents - 4,044 3,510,291 2,612,018 3,510,291 2,616,062 Cash at bank are held with reputable financial institutions. Accordingly the Company has no significant concentration of credit risk. Foreign currency risk Foreign currency risk is the risk that the fair value of future cash flows of financial instrument fluctuate because of changes in foreign exchange rate. The Company has no exposure to foreign exchange risk as all its financial assets and financial liabilities are denominated in. 14. CAPITAL RISK MANAGEMENT The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to maintain or adjust the capital structure, the Company may issue new shares, return capital to shareholders, pay dividends or resort to other appropriate strategies. The Company was not geared at 31 March RELATED PARTY DISCLOSURES The Directors are not aware of any significant transactions with related parties during the year (2012: Nil). 16. PARENT AND ULTIMATE PARENT The Directors consider Capital First Limited (formerly known as Future Capital Holdings Limited), a company incorporated under the laws of India, as the Parent and Ultimate Parent. 17. EVENTS AFTER THE REPORTING DATE There are no significant events after the reporting date which require disclosure or amendment to the March 2014 financial statements.