Terms / rights attached to Equity Shares

The Company has issued only one class of equity shares having a par value of ‘10 per 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 be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution to equity shareholders will be in proportion to the amount paid on the shares held by them.

1. Corporate Information

Ganges Securities Limited (the Company) was incorporated on 23rd March, 2015 as a Subsidiary Company of Upper Ganges Sugar & Industries Limited (UGSIL). With the objective of business realignment of The Oudh Sugar Mills Limited (OSML) and UGSIL, a composite scheme of arrangement had been filed with the Hon’ble High Court of Allahabad to transfer the Tea Garden and Investment business undertaking of UGSIL to the Company and thereafter to transfer the Tea Garden business undertaking of the Company to Cinnatiolliah Tea Limited (CTL) from the appointed date i.e. 1st April, 2015, which has been approved by the National Company Law Tribunal.

The main object of the Company is to invest, deal etc. in securities and immovable properties.

2. Basis of Preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared the financial statements to comply in all material respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016 under the historical cost convention except for impact of Scheme of Arrangement 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 the National Company Law Tribunal, all the assets and liabilities of the Tea Garden and Investment business undertakings of UGSIL had been transferred to and vested in the Company at their respective book values and thereafter the tea business undertaking of the Company present in the state of Assam have been transferred to and vested in CTL at their respective book values as on 1st April, 2015 on a going concern basis from appointed date i.e. 1st April, 2015.

b) As per the scheme, appointed date as approved by the National Company Law Tribunal was 1st April, 2015 and effective date is 23rd March, 2017 being the date on which the certified copy of the order sanctioning the said scheme was filed with the Registrar of Companies, Kanpur, Uttar Pradesh and Uttarakhand in accordance with the Companies Act, 1956 and applicable provisions of Companies Act, 2013. Accordingly, all related adjustments thereof had been given effect to in the accounts during the previous financial year ended 31st March 2017.

c) Pursuant to the scheme above, in the previous financial year, the Company had issued 1,00,03,687 fully paid up equity shares of Rs. 10 each to the shareholders of UGSIL as per record date 23/03/2017, aggregating to Rs. 1000.37 lakhs, in the ratio of 77 equity shares of the face value of Rs. 10 each of the Company for every 89 equity shares of the face value of Rs. 10 each held in UGSIL.

Further, the Company had issued 1,50,000 fully paid up 12% NonConvertible Cumulative Redeemable Preference Shares of Rs. 100 each to the preference shareholders of UGSIL, aggregating to Rs. 150 lakhs on the same terms and conditions.

Further the Company had received 2,61,25,396 fully paid up equity shares of Rs. 10 each from CTL, aggregating to Rs. 2,612.54 lakhs, as consideration for the transfer of tea business undertaking.

Terms of redemption of Preference Shares of Rs.100 each

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

NCCRPS shall be redeemable at par on 24th September, 2019 being 5 years from the date of the original allotment i.e. 25th September, 2014 with a right vested to the Board of Directors 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 Board reserves the right to pay dividend earlier subject to the availability of the profit.

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