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Notes to Accounts of Bombay Burmah Trading Corporation Ltd.

Mar 31, 2016

1. CONTINGENT LIABILITIES NOT PROVIDED FOR:

A. Sundry claims against the Corporation by employees and others not admitted (amount indeterminate). In the opinion of the management, the outcome of these claims is likely to be immaterial.

C. Disputed wage demands pending with the Industrial Tribunal Rs. 184.25 Lakhs (Previous Year Rs. 232.25 Lakhs).

D. Damages and interest on alleged unauthorized occupation of residential premises determined by the Estate Officer of Life Insurance Corporation of India up to 31st March 2016 and disputed by the Corporation Rs. 128.06 Lakhs (Previous YearRs.108.26 Lakhs).

E. Matters under dispute relating to Income tax in respect of the erstwhile Electromags Automotive Products Private Limited (Auto Electric Components Division). A.Y. 2004-05 Rs. 5.23 Lakhs (Previous Year Rs.5.23 Lakhs), for the A.Y.2009-10 Rs. 64.26 Lakhs (Previous Year Rs. 64.26 Lakhs) and for A.Y 2011-12 Rs. 1.79 Lakhs (Previous Year Rs. 1.79 Lakhs).

F. The Corporation has export obligation of Rs. 599.00 Lakhs (Previous Year Rs. 599.00 Lakhs) against the import licenses taken for import of capital goods under export promotion Capital Goods Scheme. The Obligation to be fulfilled within period of 8 years (31st March, 2021).

The Corporation believes, based on current knowledge and after consultation with eminent legal counsel that the resolution of the above matter will not have material adverse effect on the financial statements of the Corporation.

2. SEGMENT INFORMATION:

A. i) Primary Segment Reporting (by Business Segment)

The Corporation''s business segments based on product lines are as under:

- Plantation

Segment produces/trades in Tea, Coffee, Timber, Cardamom and Pepper.

- Health Care

Segment manufactures/trades in Dental products.

- Auto Electric Components

Segment manufactures, solenoids, switches, valves, slip rings etc. for automobile and other industries.

- Investments

Segment invests in various securities listed as well as unlisted mainly on a long term basis.

- Weighing Products

Segment manufactures/trades in Analytical, Precision Balances and Weighing Scales.

- Real Estate

Segment represents property development.

3. RELATED PARTY DISCLOSURES:

Related party disclosures as required by (AS-18) "Related Party Disclosures" are given below:

1) Subsidiaries and sub-subsidiaries where control exists:

Subsidiaries:

i. Afco Industrial & Chemicals Limited

ii. DPI Products & Services Limited

iii. Sea Wind Investments & Trading Company Limited

iv. Leila Lands Senderian Berhad

Sub-Subsidiaries:

a) Subsidiary of DPI Products & Services Limited :

Subham Viniyog Private Limited

b) Subsidiaries of Leila Lands Senderian Berhad :

Naira Holdings Limited

Island Horti-Tech Holdings Pte. Limited

Leila Lands Limited

Restpoint Investments Limited

c) Subsidiaries of Island Horti-Tech Holdings Pte. Limited :

Island Landscape & Nursery Pte. Limited Innovative Organics Inc.

d) Subsidiaries and sub subsidiaries of Leila Lands Limited:

ABI Holding Limited Britannia Brands Limited Associated Biscuits International Limited Dowbiggin Enterprises Pte. Limited Nacupa Enterprises Pte. Limited Spargo Enterprises Pte. Limited Valletort Enterprises Pte. Limited Bannatyne Enterprises Pte. Limited Britannia Industries Limited

e) Subsidiaries of Britannia Industries Limited:

Boribunder Finance & Investments Private Limited

Flora Investments Company Private Limited

Gilt Edge Finance & Investments Private Limited

Ganges Valley Foods Private Limited

International Bakery Products Limited

J. B. Mangharam Foods Private Limited

Manna Foods Private Limited

Sunrise Biscuit Company Private Limited

Britannia and Associates (Mauritius) Private Limited

Britannia and Associates (Dubai) Private Company Limited

Al Sallan Food Industries Company SAOG

Strategic Food International Company LLC

Strategic Brands Holding Company Limited

Daily Bread Gourmet Foods (India) Private Limited

Britannia Dairy Private Limited

Britannia Dairy Holdings Private Limited

Britannia Employees General Welfare Association Private Limited

Britannia Employees Medical Welfare Association Private Limited

Britannia Employees Educational Welfare Association Private Limited

f) Subsidiary of Innovative Organics Inc. :

Granum Inc.

2) Key Management Personnel:

a) Mr. Ashok Panjwani - Erstwhile Managing Director

b) Mr. Ness Wadia - Managing Director

c) Mr. Nitin H Datanwala- Company Secretary

d) Mr. Amit Chhabra- Chief Financial Officer (w.e.f. 8th February, 2016)

3) Other Related parties:

a) Associate Companies:

Lotus Viniyog Private Limited

Lima Investment and Trading Pvt. Ltd.

Roshnara Investment and Trading Pvt. Ltd.

Cincinnati Investment and Trading Pvt. Ltd.

Shadhak Investment and Trading Pvt. Ltd.

MSIL Investment and Pvt. Ltd.

Inor Medical Products Limited (this ceased to be an Associate w.e.f. 30th September, 2014)

Medical Microtechnology Limited

Harvard Plantations Limited (w.e.f. 30th March 2015)

Placid Plantations Limited (w.e.f. 30th March 2015)

b) Other Group Companies where control exist:

Go Airlines (India) Limited

Macrofl Investments Limited

Bombay Dyeing and Manufacturing Company Limited

4. Managerial Remuneration :

a) The Corporation, during the financial year 2014-15 had paid remuneration to one of its Managing Directors, Mr. Ness Wadia Rs.289.98 Lakhs (excluding retrials of Rs. 58.75 Lakhs) which was in excess of limits specified in Schedule V of the Companies Act, 2013. The Central Government vide its letter dated 6th November, 2015 had approved increased remuneration payable to him for the financial year 2014- 15 upto Rs.227.92 lakhs. The Corporation vide its letter dated 4th December, 2015 has represented to the Central Government for payment of remuneration of Rs.298.98 Lakhs; response to which is awaited. Pending disposal of the Corporation''s representation, the differential amount of Rs.62.06 lakhs has been shown as recoverable from him.

b) Although there has been no increase in remuneration paid to Mr. Ness Wadia for FY 2015-2016, in view of inadequacy of profits, the Corporation has made an application to the Central Government for approval to the payment of the same remuneration of Rs. 289.98 Lakhs (excluding retirals of Rs. 58.75 Lakhs) to Mr. Ness Wadia as it is in excess of the limits prescribed by Schedule V of the Companies Act, 2013.

The application has been made to the Central Government as Mr. Ness Wadia holds direct and indirect interest in the capital of the Corporation, although the condition of holding professional qualification is satisfied under the General Circular 07/2015 dated 10th April, 2015 issued by Ministry of Corporate Affairs.

5. Export benefits / Incentives are accounted on accrual basis. Accordingly, on the Balance Sheet date, in respect of Exports made, estimated benefit of Rs. 171.48 Lakhs (Previous year Rs. 345.03 Lakhs) has been taken into account for the year as incentive on accrual basis under the pass book scheme. Subsequent to that, the Corporation has utilized the said entitlement of Rs. 124.61 Lakhs (Previous year Rs. 302.87 Lakhs).

6. Leases:

(a) Operating Lease:

The Corporation has taken various residential / commercial premises and plant and machinery under operating leases. These lease agreements are normally renewed on expiry. The lease payments recognised in Statement of Proft & Loss is Rs. 99.47 Lakhs (Previous Year Rs. 81.82 Lakhs).

7. In the earlier years the Corporation took up development of Real Estate in the vacant properties at Pune, Coimbatore and Mumbai; and converted these assets as stock in trade at cost. Cost incurred during the year which are attributable and are allocated to development of real estate activities is in accordance with the Guidance note on Real Estate Transactions (Revised 2012) issued by Institute of Chartered Accountants of India.

8. On the basis of confirmation obtained from suppliers who have registered under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Corporation the balance due to Micro & Small Enterprises as defined under the MSMED Act, 2006 is Rs. Nil Lakhs (Previous Year Rs.Nil Lakhs). Further, no interest during the year has been paid/ or is payable / accrued under the terms of the MSMED Act, 2006.

9. The pending litigations comprise of claims against the Corporation by employees and pertaining to proceedings pending with Income Tax, Excise, Custom, Sales tax /VAT or any other authorities. The Corporation has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Corporation does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. (Also Refer Note 28 on contingent liabilities).

10. Figures in respect of current year and those for the Previous Year have been rounded off to the nearest thousand and are expressed in terms of decimals of Lakhs.


Mar 31, 2014

1. CONTINGENT LIABILITIES NOT PROVIDED FOR:

A. Sundry claims against the Corporation by employees and others not admitted (amount indeterminate). In the opinion of the management, the outcome of these claims is likely to be immaterial.

B. Disputed demands of Central Excise Department not provided for in respect of:

Current Year Previous Year (Rs. in Lakhs) (Rs. in Lakhs)

South India Consolidation (Plantations Division) 14.12 7.47

Erstwhile Sunmica Division (Building Products Division) 3,728.24 3,728.24

C. Disputed wage demands pending with the Industrial Tribunal Rs. 232.25 Lakhs (Previous Year Rs. 232.25 lakhs) in respect of South India Branches.

D. Damages and interest on alleged unauthorized occupation of residential premises determined by the Estate Officer L.I.C. up to 31st March 2014 and disputed by the Corporation Rs. 108.26 lakhs (Previous Yeart 101.37 lakhs).

E. Matters under dispute relating to Income tax in respect of the erstwhile Electromags Automotive Products Private Limited. A.Y. 2004-05 Rs. 5.23 lakhs, for the A.Y. 2009-10 Rs. 64.26 lakhs and for A.Y. 2011-12Rs. 1.79 Lakhs.

2. Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 1,115.61 Lakhs (Previous Year Rs. 303.67 Lakhs).

3. FINANCIAL & DERIVATIVE INSTRUMENTS:

(a) Outstanding Foreign exchange forward contracts EUR 1.50 Lakhs (Sold) - INR 125.14 Lakhs, GBP 1.82 Lakhs (Sold) - INR 176.92 Lakhs, USD 30.00 Lakhs (Sold) - INR 1,888.50 lakhs (Previous year EUR 0.84 Lakhs (Sold) - INR 62.05 Lakhs, GBP 1.15 Lakhs (Sold) - INR 105.25 Lakhs, USD Nil).

4. SEGMENT INFORMATION:

A. Primary Segment Reporting (by Business Segment)

(i) Composition of Business Segments

The Corporation''s business segments based on product lines are as under:

- Plantation Products

Segment produces/trades in Tea, Coffee, Timber, Cardamom and Pepper.

- Dental Products

Segment manufactures/trades in Health Care/Dental products.

- Auto Ancillary Products

Segment manufactures, solonoids, switches, valves, slip rings etc. for automobile and other industries.

- Investments

Segment invests in various securities listed as well as unlisted mainly on a long term basis.

- Weighing Products

Segment manufactures/trades in Analytical, Precision Balances and Weighing Scales.

- Real Estate

Segment represents property development.

5. RELATED PARTY DISCLOSURES

Related party disclosures as required by (AS-18) "Related Party Disclosures" are given below:

(1) Related parties and nature of relationship where control exists Subsidiaries:

(i) Afco Industrial & Chemicals Limited

(ii) DPI Products & Services Limited

(iii) Sea Wind Investments & Trading Company Limited

(iv) Leila Lands Senderian Berhad

Sub-Subsidiaries:

(a) Subsidiary of DPI Products & Services Limited:

Subham Viniyog Private Limited

(b) Subsidiaries of Leila Lands Senderian Berhad:

Naira Holdings Limited

Island Horti-Tech Holdings Pte. Limited

Leila Lands Limited

Restpoint Investments Limited

(c) Subsidiaries of Island Horti-Tech Holdings Pte. Limited:

Island Landscape & Nursery Pte. Limited

ILN Investments Pte. Limited Innovative Organics Inc.

(d) Subsidiaries and sub subsidiaries of Leila Lands Limited:

ABI Holding Limited

Britannia Brands Limited

Associated Biscuits International Limited

Dowbiggin Enterprises Pte. Limited

Nacupa Enterprises Pte. Limited

Spargo Enterprises Pte. Limited

Valletort Enterprises Pte. Limited

Bannatyne Enterprises Pte. Limited

Britannia Industries Limited

(e) Subsidiaries of Britannia Industries Limited:

Boribunder Finance & Investments Private Limited

Flora Investments Company Private Limited

Gilt Edge Finance & Investments Private Limited

Ganges Vally Foods Private Limited

International Bakery Products Limited

J. B. Mangharam Foods Private Limited

Manna Foods Private Limited

Sunrise Biscuit Company Private Limited

Britannia and Associates (Mauritius) Private Limited

Britannia and Associates (Dubai) Private Company Limited

Al Sallan Food Industries Company SAOG

Strategic Food International Company LLC

Strategic Brands Holding Company Limited

Britannia Lanka Private Limited

Daily Bread Gourmet Foods (India) Private Limited

Britannia Dairy Private Limited (formerly known as Britannia New Zealand Foods Private Limited)

Britannia Dairy Holdings Pvt. Ltd.

Britannia Employees General Welfare Association Pvt. Ltd.

Britannia Employees Medical Welfare Association Pvt. Ltd.

Britannia Employees Educational Welfare Association Pvt. Ltd.

(f) Subsidiary of Island Landscape & Nursery Pte. Limited:

Peninsula Landscape & Nursery Sdn. Bhd.

(g) Subsidiary of ILN Investments Pte. Limited:

Saikjaya Holdings Sdn. Bhd.

(h) Subsidiaries of Restpoint Investments Limited:

Restpoint International Technology Corporation

Island Telesystems Pte. Limited

(i) Subsidiary of Innovative Organics Inc.:

Granum Inc.

(2) Key management personnel:

Mr. Ashok Panjwani - Managing Director

Mr. Ness Wadia - Managing Director

(3) Other Related parties -

(a) Associate Companies:

Lotus Viniyog Private Limited

Inor Medical Products Limited

Medical Microtechnology Limited

(b) Go Airlines (India) Limited

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The above information is certified by the Actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Corporation''s policy for plan assets management.

6. Managerial Remuneration paid for the year 2013-2014

(1) Remuneration paid to Mr. Ashok Panjwani: Rs. 230.83 Lakhs (Previous Year Rs. 205.39 Lakhs), as minimum remuneration in terms of approval of shareholders and Schedule XIII of the Companies Act, 1956, subject to the approval of Central Government if and to the extent necessary.

By virtue of Gen Circular 46/2011 dated 14.07.2011 of the Ministry of Corporate Affairs, the remuneration paid to Mr. Ashok Panjwani, although in excess of the limits prescribed under Schedule XIII of the Companies Act, 1956 due to inadequacy of profit, does not require any further approval from the Central Government since he satisfies both conditions of exemption viz. being a qualified professional director and not having any direct/ indirect interest in the capital of the Corporation under the said circular.

(2) Remuneration paid to Mr. Ness Wadia: Rs. 243.52 lakhs (Previous Year Rs. 190.03 Lakhs), as minimum remuneration in terms of approval of shareholders and Schedule XIII of the Companies Act, 1956, subject to the approval of Central Government if and to the extent necessary.

In view of inadequacy of profit the Corporation has made an application to the Central Government for approval to the payment of the said remuneration which is in excess of the limits prescribed by Schedule XIII of the Companies Act, 1956 to the extent of Rs. 192.85 Lakhs. The application has been made as Mr. Ness Wadia holds direct and indirect interest in the capital of the Corporation, although the condition of holding professional qualification is satisfied under the said circular.

7. Export benefits/Incentives are accounted on accrual basis. Accordingly, on the Balance Sheet date, in respect of Exports made, estimated benefit of Rs. 267.23 Lakhs (Previous year Rs. 337.41 Lakhs) has been taken into account for the year as incentive on accrual basis under the pass book scheme. Subsequent to that, the Corporation has utilized the said entitlement of Rs. 267.23 Lakhs (Previous year Rs. 337.41 Lakhs).

8. Leases:

Operating Lease:

The Corporation has taken various residential/commercial premises and plant and machinery under operating leases. These lease agreements are normally renewed on expiry. The lease payments recognised in Statement of Profit & Loss is Rs. 113.76 Lakhs (Previous Year Rs. 52.69 Lakhs).

9. In the earlier years the Corporation took up development of Real Estate in the vacant properties at Pune, Coimbatore and Mumbai; and converted these assets as stock in trade at cost.

10. Provision for contingencies of Rs. 190 Lakhs (Previous Year Rs. 475 Lakhs) represents a part amount provided for against the contingent liabilities with regards to the disputed demands for excise duties, wages and damages and interest as described in Note 28 on the basis of a fair estimate by the Corporation. The carrying amount at the beginning of the year was Rs. 415 Lakhs of which an amount of Rs. 225 Lakhs has been used and reversed towards Employees Benefit expenses during the year and the balance of Rs. 190 Lakhs is carried forward at the end of the year.

11. On the basis of confirmation obtained from suppliers who have registered under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Corporation the balance due to Micro & Small Enterprises as defined under the MSMED Act, 2006 is Rs. Nil (Previous Year Rs. Nil). Further, no interest during the year has been paid/or is payable/ accrued under the terms of the MSMED Act, 2006.

12. Figures in respect of current year and those for the previous year have been rounded off to the nearest thousand and are expressed in terms of decimals of Lakhs.


Mar 31, 2013

1. PROFIT ON SALE OF UNDERTAKINGS

During the previous year ended 31st March, 2012, pursuant to the approval of shareholders and other authorities, the Corporation transferred and sold Sunmica Division (Building Products) with effect from close of business hours on 31st October, 2011 and BCL Springs Division (Auto Ancillary Products) with effect from close of business hours on 30th November, 2011 on a slump sale basis for a lumpsum consideration.

2. PROFIT FROM DISCONTINUED OPERATIONS OF DIVISIONS:

Previous year''s figures include profit from discontinued operations of Sunmica Division (Building Products) and BCL Springs Division (Auto Ancillary Products) upto the date of transfer/sale as mentioned in Note No. 27. The details of Revenue, Expenditure and Profits upto the date of their respective transfer/ sale as accounted for in the previous year are given below:

3. CONTINGENT LIABILITIES NOT PROVIDED FOR:

A. Sundry claims against the Corporation by employees and others not admitted (amount indeterminate). In the opinion of the management, the outcome of these claims is likely to be immaterial.

B. Disputed demands of Central Excise Department not provided for in respect of:

Current Year Previous Year (Rs. in lakhs) (Rs.in Lakhs)

South India Consolidation (Plantations Division) 1.47 1.47

Erstwhile Sunmica Division (Building Products Division) 3,728.24 Nil

C. Disputed wage demands pending with the Industrial Tribunal Rs. 232.25 lakhs (Previous Year Rs. 232.25 lakhs) and back wages relief granted by Labour Court Rs. nil (Previous Year Rs. 0.58 lakhs) in respect of South India Branches

D. Damages and interest on alleged unauthorized occupation of residential premises determined by the Estate Officer L.I.C. up to 31st March 2013 and disputed by the Corporation Rs. 101.37 lakhs (Previous Year Rs. 140.96 lakhs).

E. PF Demand on allowance paid to workers Rs. ml (Previous Year Rs. 98.63 Lakhs)

The Corporation has created provision against contingencies described in items nos. B to E as an abundant precaution. (Refer Note No. 42)

F. Letter of Credit in respect of erstwhile BCL Springs Rs. ml (Previous Year Rs. 329.39 Lakhs).

G. Matters under dispute relating to Income tax in respect of the erstwhile Electromags Automotive Products Private Limited. A.Y. 2004-05 Rs. 5.23 lakhs, for the A.Y. 2009-10 Rs. 64.26 lakhs and for A.Y 2011-12 Rs. 1.79 lakhs.

4. Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 303.67 lakhs (Previous Year Rs. 140.25 Lakhs)

5. FINANCIAL & DERIVATIVE INSTRUMENTS:

(a) Outstanding Foreign exchange forward contracts EUR 0.84 lakhs (Sold) - INR 62.05 lakhs, GBP 1.15 lakhs (Sold) - INR 105.25 lakhs (Previous year USD 27.52 Lakhs (Sold) - INR 1,404.87 Lakhs, USD 2.5 Lakhs (Bought) - INR 127.93 Lakhs, EUR 7.08 Lakhs (Sold) - INR 493.68 Lakhs)

(b) Option contract of Euro Nil. (Previous year : Euro 11.25 Million)

(c) The year end foreign currency exposures that have not been hedged by a forward contract/derivative instrument or otherwise are given below:

6. SEGMENT INFORMATION:

A. Primary Segment Reporting (by Business Segment)

(i) Composition of Business Segments

The Corporation''s business segments based on product lines are as under:

- Plantation Products

Segment produces/trades in Tea, Coffee, Timber, Cardamom and Pepper.

- Building Products

Segment manufactures/trades in Phenolic Laminates (Industrial Laminates including Copper Clad Laminates and Surfacing Laminates).

- Dental Products

Segment manufactures/trades in Health Care/Dental products.

- Auto Ancillary Products

Segment manufactures precision springs, solonoids, switches, valves, slip rings etc. for automobile and other industries.

- Investments

Segment invests in various securities listed as well as unlisted mainly on a long term basis.

- Weighing Products

Segment manufactures/trades in Analytical, Precision Balances and Weighing Scales.

- Real Estate

Segment represents property development.

7. related party disclosures

Related party disclosures as required by (AS-18) "Related Party Disclosures" are given below: (1) Related parties and nature of relationship where control exists Subsidiaries:

(i) Afco Industrial & Chemicals Limited

(ii) DPI Products & Services Limited

(iii) Sea Wind Investments & Trading Company Limited

(iv) Leila Lands Senderian Berhad

(v) Erstwhile Electromags Automotive Products Private Limited (Refer Note I-(S) ) Sub-Subsidiaries:

(a) Subsidiary of DPI Products & Services Limited:

Subham Viniyog Private Limited

(b) Subsidiaries of Leila Lands Senderian Berhad:

Naira Holdings Limited

Island Horti-Tech Holdings Pte. Limited

Leila Lands Limited

Restpoint Investments Limited

(c) Subsidiaries of Island Horti-Tech Holdings Pte. Limited:

Island Landscape & Nursery Pte. Limited

ILN Investments Pte. Limited

Innovative Organics Inc.

(d) Subsidiaries and sub subsidiaries of Leila Lands Limited:

ABI Holding Limited

Britannia Brands Limited

Associated Biscuits International Limited

Dowbiggin Enterprises Pte. Limited

Nacupa Enterprises Pte. Limited

Spargo Enterprises Pte. Limited

Valletort Enterprises Pte. Limited

Bannatyne Enterprises Pte. Limited

Britannia Industries Limited

(e) Subsidiaries of Britannia Industries Limited:

Boribunder Finance & Investments Private Limited

Flora Investments Company Private Limited

Gilt Edge Finance & Investments Private Limited

Ganges Vally Foods Private Limited

International Bakery Products Limited

J. B. Mangharam Foods Private Limited

Manna Foods Private Limited

Sunrise Biscuit Company Private Limited

Britannia and Associates (Mauritius) Private Limited

Britannia and Associates (Dubai) Private Company Limited

Al Sallan Food Industries Company SAOG

Strategic Food International Company LLC

Strategic Brands Holding Company Limited

Britannia Lanka Private Limited

Daily Bread Gourmet Foods (India) Private Limited

Britannia Dairy Private Limited (formerly known as Britannia New Zealand Foods Private Limited)

Britannia Dairy Holdings Private Ltd.

Britannia Employees General Welfare Association Private Ltd.

Britannia Employees Medical Welfare Association Private Ltd.

Britannia Employees Educational Welfare Association Private Ltd.

(f) Subsidiary of Island landscape & Nursery Pte. limited:

Peninsula Landscape & Nursery Sdn. Bhd.

(g) Subsidiary of ILN Investments Pte. limited:

Saikjaya Holdings Sdn. Bhd.

(h) Subsidiaries of Restpoint Investments limited:

Restpoint International Technology Corporation

Island Telesystems Pte. Limited

(i) Subsidiary of Innovative organics Inc.:

Granum Inc.

(2) Key management personnel:

Mr. Ashok Panjwani - Managing Director

Mr. Ness Wadia - Managing Director

(3) Other Related parties -

(a) Associate Companies:

Lotus Viniyog Private Limited

Inor Medical Products Limited

Medical Microtechnology Limited

(b) Go Airlines (India) Limited

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Corporation''s policy for plan assets management.

8. Managerial Remuneration paid for the year 2012-2013

(1) Remuneration paid to Mr. Ashok Panjwani: Rs. 205.39 Lakhs (Previous Year Rs. 135.78 Lakhs), as minimum remuneration in terms of approval of shareholders and Schedule XIII of the Companies Act, 1956, subject to the approval of Central Government if and to the extent necessary.

By virtue of Gen Circular 46/2011 dated 14.07.2011 of the Ministry of Corporate Affairs, the remuneration paid to Mr. Ashok Panjwani, although in excess of the limits prescribed under Schedule XIII of the Companies Act, 1956 due to inadequacy of profit, does not require any further approval from Central Government since he satisfies both conditions of exemption viz. being a qualified professional director and not having any direct/indirect interest in the capital of the Corporation under the said circular.

(2) Remuneration paid to Mr. Ness Wadia: Rs. 190.03 lakhs (Previous Year Rs. 190.03 Lakhs), as minimum remuneration in terms of approval of shareholders and Schedule XIII of the Companies Act, 1956, subject to the approval of Central Government if and to the extent necessary.

In view of inadequacy of profit, the Corporation has made an application to the Central Government for approval of excess remuneration of Rs. 78.99 Lakhs (Previous Year Rs. 107.52 Lakhs), paid to Mr. Ness Wadia, in excess of the limits prescribed by Schedule XIII of the Companies Act, 1956. The application has been made as Mr. Ness Wadia holds direct and indirect interest in the capital of the Corporation, although the condition of holding professional qualification is satisfied under the said circular.

9. Export benefits/Incentives are accounted on accrual basis. Accordingly, on the Balance Sheet date, in respect of Exports made, estimated benefit of Rs. 337.41 lakhs (Previous year Rs. 158.57 Lakhs) has been taken into account for the year as incentive on accrual basis under the pass book scheme. Subsequent to that, the Corporation has utilized the said entitlement of Rs. 337.41 lakhs (Previous year Rs. 158.57 Lakhs).

10. leases:

Operating Lease:

The Corporation has taken various residential/commercial premises and plant and machinery under operating leases. These lease agreements are normally renewed on expiry. The lease payments recognised in Statement of Profit & Loss is Rs. 52.69 lakhs (Previous Year Rs. 208.88 Lakhs).

11. In the earlier years the Corporation took up development of Real Estate in the vacant properties at Pune, Coimbatore and Mumbai; and converted these assets as stock in trade at cost.

12. Provision for contingencies of Rs. 415 lakhs (Previous Year Rs. 350 Lakhs) represents a part amount provided for against the contingent liabilities with regards to the disputed demands for excise duties, wages and damages and interest as described in Note 30 on the basis of a fair estimate by the Corporation. The carrying amount at the beginning of the year was Rs. 350 Lakhs and the provision of Rs. 65 Lakhs made during the year is carried forward at the end of the year and neither the amount has been used nor the unused amount reversed during the year under review.

13. On the basis of confirmation obtained from suppliers who have registered under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Corporation the balance due to Micro & Small Enterprises as defined under the MSMED Act, 2006 is Rs. nil (Previous Year Rs. 13.89 Lakhs). Further, no interest during the year has been paid/or is payable/accrued under the terms of the MSMED Act, 2006.

14. By a Postal Ballot held vide notice dated 8th August, 2012 the shareholders of the Corporation approved the sub-division of equity shares. A share of face value of Rs. 10/- each has been sub-divided into 5 equity shares of face value of Rs. 2/- each. The effective date for the sub-division was 9th November, 2012. The disclosure of number of shares in the Particulars of Shareholding and the disclosure of Earnings per share (in compliance with AS-20) for all the reported periods has been arrived at after giving effect to the above sub-division.

15. Figures in respect of current year and those for the previous year have been rounded off to the nearest thousand and are expressed in terms of decimals of Lakhs.


Mar 31, 2012

Notes:

(1) The above Cash Flow Statement has been prepared under the "Indirect Method" set out in Accounting standard (AS - 3) "Cash Flow Statements" as notified under the Companies (Accounting Standards) Rules, 2006.

(2) Component of Cash and Cash Equivalents exclude bank deposits with maturity, of more than 3 months aggregating to Rs 23.35 Lakhs (Previous Year Rs 23.63 Lakhs).

(3) Figures relating to previous year have been recast where necessary to conform to figures of the current year.

(a) The Corporation has only one class of equity share having par value of Rs 10/- per share.

(b) Each holder of equity shares is entitled to one vote per share.

(c) The Corporation declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(d) During the year ended 31st March, 2012, the amount of per share dividend recognized as distribution to equity shareholders was Rs if- (Previous Year - Rs 7). The total dividend appropriation for the year ended 31st March, 2012 amounted to Rs 1,135.27 Lakhs (Previous Year Rs 1,135.27 Lakhs) including corporate dividend tax of Rs 158.46 Lakhs (Previous Year Rs 158.46 Lakhs).

(e) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(f) Reconciliation of the shares outstanding at the beginning and at the end of reporting period.

(a) Rupee agri loan from Axis Bank of Rs 10,000 Lakhs : Current outstanding Rs 9,000 Lakhs is repayable in 3 annual installments from 1st April, 2013 to 1st April, 2015 of Rs 1,200 Lakhs, Rs 1,500 Lakhs and Rs 6,300 Lakhs respectively. The loan is secured by exclusive charge over Elkhill Estate. The rate of interest on the loan is ranging from 7.5% to 10%.

(b) Rupee loan from HDFC Bank of Rs 2,000 Lakhs : Current outstanding Rs 1,500 Lakhs is repayable in 2 equal annual installments of Rs 500 Lakhs from 1st April, 2013 to 31st March, 2015. The loan is to be secured by extension of charge of an Equitable Mortgage by deposit of title deeds of Mudis and Singampatti estates together with buildings and structures thereon in favour of HDFC Bank. The rate of interest on the loan is ranging from 7.5% to 10%.

(c) FCNR loan from HDFC Bank of USD 15.982 Million : Current Outstanding Rs 3,226.44 Lakhs (USD 6.307 Million) is repayable in 2 annual installments of Rs 1,167.90 Lakhs (USD 2.283 Million) and Rs 2,058.54 Lakhs (USD 4.024 Million) respectively from 1st April, 2013 to 31st March, 2015. The loan is secured by way of an Equitable Mortgage by deposit of title deeds of Mudis and Singampatti estates together with buildings and structures thereon in favour of HDFC Bank. The rate of interest on the loan is 12 months LIBOR spread ranging from 2.75% to 4%.

(d) FCNR loan from HDFC Bank of USD 5.08 Million : Current Outstanding Rs 1,299.36 Lakhs (USD 2.54 Million), is repayable in 4 semi-annual installments of Rs 259.87 Lakhs (USD 0.508 Million), Rs 259.87 Lakhs (USD 0.508 Million), Rs 389.81 Lakhs (USD 0.762 Million), Rs 389.81 Lakhs (USD 0.762 Million) respectively from 1st April, 2013 to 31st March, 2015. The loan is secured by way of an Equitable Mortgage by deposit of title deeds of Mudis and Singampatti estates together with buildings and structures thereon in favour of HDFC Bank. The rate of interest on the loan is 12 months LIBOR spread ranging from 2.75% to 4%.

(e) Loan against vehicles are secured by lien on vehicles purchased.

Notes:

(i) During the year pursuant to the approval of the Shareholders and other authorities the Corporation transferred and sold BCL Springs Division (Auto Ancillary Products) to NHK Automotive India Pvt. Ltd. on a slump sale basis with effect from close of business hours on 30th November 2011 for a lump sum consideration ofRs 18,050.00 Lakhs.

The book value of the said undertaking as on the date of transfer was Rs 5,512.33 Lakhs and directly attributable expenses with regards to sale/transfer aggregated to Rs 44.23 Lakhs.

(ii) During the year pursuant to the approval of the Shareholders and other authorities the Corporation transferred and sold Sunmica Division (Building Products) to AICA India Pvt. Ltd. on a slump sale basis with effect from close of business hours on 31st October, 2011 for a lump sum consideration of Rs 10,030.00 Lakhs.

The book value of the said undertaking as on the date of transfer was Rs 5,752.69 Lakhs and directly attributable expenses with regards to sale/transfer aggregated to Rs 300.17 Lakhs.

1. CONTINGENT LIABILITIES NOT PROVIDED FOR

A. Sundry claims against the Corporation by employees and others not admitted (amount indeterminate). In the opinion of the management, the outcome of these claims is likely to be immaterial.

B. Disputed demands of Central Excise Department not provided for in respect of:

Current Year Previous Year

(Rs.in Lakhs) (Rs.in Lakhs)

South India Consolidation (Plantations Division) 1.47 7.47

BCL Springs (Auto Ancillary Division) - 40.76

Sunmica Division (Building Products Division) - 1.26

C. Disputed wage demands pending with the Industrial Tribunal t 232.25 Lakhs (Previous Year Rs 232.25 Lakhs) and back wages relief granted by Labour Court Rs 0.58 Lakh (Previous Year t 0.58 Lakh) in respect of South India Branches.

D. Damages and interest on alleged unauthorized occupation of residential premised determined by the Estate Officer L.I.C. up to 31st March, 2012 and disputed by the Corporation Rs 140.96 Lakhs (Previous Year Rs 119.94 Lakhs).

E. PF Demand on allowance paid to workers Rs 98.63 Lakhs (Previous Year Nil).

The Corporation has created provision against contingencies described in items nos. B to E as an abundant precaution. (Refer Note No. 45).

F. Letter of Credit in respect of erstwhile BCL Springs Rs 329.39 Lakhs (Previous Year Rs Nil).

2. Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs 140.25 Lakhs (Previous Year Rs 20.20 Lakhs).

3. FINANCIAL & DERIVATIVE INSTRUMENTS

(a) Outstanding Foreign exchange forward contracts USD 27.52 Lakhs (Sold) - INR 1,404.87 Lakhs, USD 2.5 Lakhs (Bought) - INR 127.93 Lakhs, EUR 7.08 Lakhs (Sold) - INR 493.68 Lakhs (Previous Year EUR 3.67 Lakhs (Sold) - INR 228.08 Lakhs, AUD 0.91 Lakhs (Sold) - INR 41.68 Lakhs, JPY305.40 Lakhs (Bought) - INR 165.90 Lakhs).

(b) Option contract of Euro 11.25 Million (Previous year Option contract of Euro 11.25 Million) are outstanding as at the year end.

(ii) Except for the above Shareholders, the Corporation has not made any remittance in foreign currency on account of dividends during the year and does not have information as to the extent to which remittances in foreign currencies on account of dividends have been made by or on behalf of non-resident Shareholders.

4. SEGMENT INFORMATION

A. Primary Segment Reporting (by Business Segment)

(i) Composition of Business Segments

The Corporation's business segments based on product lines are as under:

- Plantation Products

Segment produces/trades in Tea, Coffee, Timber, Cardamom and Pepper.

- Building Products

Segment manufactures/trades in Phenolic Laminates (Industrial Laminates including Copper Clad Laminates and Surfacing Laminates).

- Dental Products

Segment manufactures/trades in Health Care/Dental products.

"y Auto Ancillary Products

Segment manufactures Precision Springs for automobile and other industries.

- Investments

Segment invests in various securities listed as well as unlisted mainly on a long term basis.

- Others

Segment manufactures/trades in Analytical and Precision Balances and Weighing Scales and represents property development.

5. RELATED PARTY DISCLOSURES

Related party disclosures as required by (AS-18) "Related Party Disclosures" are given below:

(1) Related parties and nature of relationship where control exists:

Subsidiaries:

(i) Afco Industrial & Chemicals Limited

(ii) DPI Products & Services Limited

(iii) Sea Wind Investments & Trading Company Limited

(iv) PT Indo Java Rubber Planting Company till 17th March, 2011

(v) Leila Lands Senderian Berhad '

(vi) Electromags Automotive Products Private Limited (Refer Note 38)

Sub-Subsidiaries:

(a) Subsidiary of DPI Products & Services Limited:

Subham Viniyog Private Limited

(b) Subsidiaries of Leila Lands Senderian Berhad:

Naira Holdings Limited

Island Horti-Tech Holdings Pte. Limited '

Leila Lands Limited Restpoint Investments Limited

(c) Subsidiaries of Island Horti-Tech Holdings Pte. Limited:

Island Landscape & Nursery Pte. Limited ILN Investments Pte. Limited Innovative Organics Inc.

(d) Subsidiaries of Leila Lands Limited:

ABI Holding Limited Britannia Brands Limited Associated Biscuits International Limited Dowbiggin Enterprises Pte. Limited Nacupa Enterprises Pte. Limited Spargo Enterprises Pte. Limited Valletort Enterprises Pte. Limited Bannatyne Enterprises Pte. Limited Britannia Industries Limited

(e) Subsidiaries of Britannia Industries Limited:

Boribunder Finance & Investments Private Limited Flora Investments Company Private Limited Gilt Edge Finance & Investments Private Limited Ganges Valley Foods Private Limited International Bakery Products Limited

J. B. Mangharam Foods Private Limited

Manna Foods Private Limited

Sunrise Biscuit Company Private Limited

Britannia and Associates (Mauritius) Private Limited

Britannia and Associates (Dubai) Private Company Limited

Al Sallan Food Industries Company SAOG

Strategic Food International Company LLC

Strategic Brands Holding Company Limited

Britannia Lanka Private Limited

Daily Bread Gourmet Foods (India) Private Limited

Britannia Dairy Private Limited (formerly known as Britannia New Zealand Foods Private Limited) Britannia New Zealand Holdings Private Limited Britannia Employees General Welfare Association Pvt. Ltd.

Britannia Employees Medical Welfare Association Pvt. Ltd.

Britannia Employees Educational Welfare Association Pvt. Ltd.

(f) Subsidiary of Island Landscape & Nursery Pte. Limited:

Peninsula Landscape & Nursery Sdn. Bhd.

(g) Subsidiary of ILN Investments Pte. Limited:

Saikjaya Holdings Sdn. Bhd.

(h) Subsidiaries of Restpoint Investments Limited:

Restpoint International Technology Corporation Island Telesystems Pte. Limited

(i) Subsidiary of Innovative Organics Inc.:

Granum Inc.

(2) Key management personnel:

Mr. Ashok Panjwani - Managing Director

Mr. Ness Wadia - Managing Director (w.e.f. 1st April, 2011)

Mr. Jeh Wadia - Deputy Managing Director (up to 31st March, 2011)

(3) Other Related parties - Associate Companies:

Lotus Viniyog Private Limited Inor Medical Products Limited Medical Micro technology Ltd.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The above information is certified by the Actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Corporation's policy for plan assets management.

6. MANAGERIAL REMUNERATION PAID FOR THE YEAR 2011-2012

(1) Remuneration paid to Mr. Ashok Panjwani : Rs 135.78 Lakhs, as minimum remuneration in terms of approval of shareholders and Schedule XIII of the Companies Act, 1956, subject to the approval of Central Government if and to the extent necessary.

By virtue of Gen Circular 46/2011 dated 14.07.2011 of the Ministry of Corporate Affairs, the remuneration paid to Mr. Ashok Panjwani, although in excess of Central Government approval/limits prescribed under Schedule XIII of the Companies Act, 1956 due to inadequacy of profit, does not require any further approval from Central Government since he satisfies both conditions of exemption viz. being a qualified professional director and not having any direct/indirect interest in the capital of the Corporation under the said circular.

(2) Remuneration paid to Mr. Ness Wadia: Rs 190.03 Lakhs, as minimum remuneration in terms of approval of shareholders and Schedule XIII of the Companies Act, 1956, subject to the approval of Central Government if and to the extent necessary.

In view of inadequacy of profit the Corporation has made an application to the Central Government for approval of excess remuneration of Rs 107.52 Lakhs paid to Mr. Ness Wadia, in excess of the limits prescribed by Schedule XIII of the Companies Act, 1956. The application has been made as Mr. Ness Wadia holds direct and indirect interest in the capital of the Corporation, although the condition of holding professional qualification is satisfied under the said circular.

7. The Corporation's wholly owned Subsidiary,Electromags Automotive Products Limited has filed a Petition before the Honourable High Court of Judicature at Chennai for its amalgamation wfth the Corporation w.e.f. 1st April, 2011. Pending disposal of the said petition, effect of amalgamation has not been given in the financials of the Corporation for the period under review.

8. Export benefits/incentives are accounted on accrual basis. Accordingly, on the Balance Sheet date, in respect of Exports made, estimated benefit of Rs 158.57 Lakhs (Previous Year Rs 244.14 Lakhs) has been taken into account for the year as incentive on accrual basis under the pass book scheme. Subsequent to that, the Corporation has utilized the said entitlement of Rs 158.57 Lakhs on its imports (Previous Year t 244.14 Lakhs).

9. The Corporation has entered into derivative contracts for hedging its borrowings and interest costs in foreign currencies. The Corporation is accounting for gains and losses on such contracts along with the settlement of the underlying transactions. Having regard to the complex nature of the long term derivative contracts and the market volatility, the Management is at this stage not in a position to realistically ascertain the ultimate loss or gain on settlement of these contracts. The Corporation has during the year considered net provision of X Nil (Previous Year X 518 Lakhs) against the said contracts.

10. The Corporation has opted for accounting the exchange difference arising on reporting of Long Term Foreign Currency Monetary Items (the said Monetary Items) in tune with Accounting Standard Amendment Rules 2009 on Accounting Standard 11 (AS 11) notified by the Government of India on 31st March, 2009. The exchange difference arising on the said Monetary Items at the rates different from those at which they were initially recorded is accounted in "Foreign Currency Monetary Item Translation Difference Account" and amortized overbalance period of such loans but not beyond 31st March, 2011. Accordingly during the yeara sum of Rs Nil (Previous Year Rs 104.46 Lakhs) has been charged to the Statement of Profit & Loss.

11. LEASES: The Corporation has taken various residential/commercial premises and plant and machinery under operating leases. These lease agreements are normally renewed on expiry. The lease payments recognized in Statement of Profit & Loss is Rs 208.88 Lakhs (Previous Year Rs 222.21 Lakhs).

12. On the basis of confirmation obtained from suppliers who have registered under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Corporation the balance due to Micro & Small Enterprises as defined under the MSMED Act, 2006 is Rs Nil (Previous Year Rs 13.89 Lakhs). Further, no interest during the year has been paid/or is payable/ accrued under the terms of the MSMED Act, 2006.

13. In the earlier years the Corporation took up development of Real Estate in the vacant properties at Pune, Coimbatore and Mumbai; and converted these assets as stock in trade at cost.

14. Provision for contingencies of Rs 350 Lakhs (Previous Year Rs 125 Lakhs) represents a part amount provided for against the contingent liabilities with regards to the disputed demands for excise duties, wages and damages and interest as described in Note 29 on the basis of a fair estimate by the Corporation. The carrying amount at the beginning of the year was t 125 Lakhs and the provision of Rs 225 Lakhs made during the year is carried forward at the end of the year and neither the amount has been used nor the unused amount reversed during the year under review.

15. Figures in respect of current year and those for the previous year have been rounded off to the nearest thousand and are expressed in terms of decimals of Lakhs.

16. Till the year ended 31 March, 2011, the Company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March, 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to current year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.


Mar 31, 2011

1. Contingent Liabilities not provided for:

A. Sundry claims against the Corporation by employees and others not admitted (amount indeterminate). In the opinion of the management, the outcome of these claims is likely to be immaterial.

B. Disputed demands of Central Excise Department not provided for in respect of:

Previous Year Rs. in Lakhs Rs. in Lakhs

Sunmica Division 40.76 203.78

BCL Springs Division 1.26 157.27

South India Consolidation Division 1.47 1.47

C. Disputed wage demands pending with the Industrial Tribunal X 232.25 Lakhs (Previous Year Rs. 232.25 lakhs) and back wages relief granted by Labour Court Rs. 0.58 Lakhs (Previous Year Rs. 0.58 lakhs) in respect of South India Branches.

D. Damages and interest on alleged unauthorized occupation of residential premised determined by the Estate Officer L.I.C. up to 31st March 2011 and disputed by the Corporation Rs. 119.94 lakhs (Previous Year Rs. 264.46 lakhs).

The Corporation has created provision for contingencies as an abundant precaution. (Refer Note No.20 of Schedule 22)

E. Bills of Exchange discounted with Banks not matured Rs. 301.74 Lakhs (Previous Year Rs. 332.40 lakhs).

F. Supplementary bill was issued by Maharashtra State Electricity Distribution Co. Ltd. (MSEDCL) towards arrears of additional electricity supply charges for May 2007 to June 2008 for Rs. 23.87 Lakhs (Previous Year Nil). Consumer Grievances Redressal Forum has decided in favour of BCL Springs and quashed the demand. The said decision has also been upheld by the by the High Court. However, MSEDCLs bill for March 2011 continues to carry arrears at Rs. 31.51 Lakhs (including interest upto March 2011 of Rs. 7.64 Lakhs).

2. Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 20.20 Lakhs (Previous Year Rs. 38.31 Lakhs).

3. Financial & Derivative Instruments :

(a) Outstanding Foreign exchange forward contracts EUR 3.67 Lakhs (Sold) - INR 228.08 Lakhs, AUD 0.91 Lakhs (Sold) - INR 41.68 Lakhs, JPY 305.40 Lakhs (Bought) - INR 165.90 Lakhs (Previous year USD 11.10 Lakhs (Sold) - INR 517.51 Lakhs, USD 32.70 Lakhs (Bought) - INR 1,520.99 Lakhs, JPY 671.44 Lakhs (Bought) - INR 338.63 Lakhs

(b) Option contract of Euro 11.25 Million. (Previous year Option contract of Euro 11.25 Million) are outstanding as at the year end.

(c) The year end foreign currency exposures that have not been hedged by a forward contract / derivative instrument or otherwise are given below:

4. Tax amounting to Rs. 41.39 Lakhs (Previous Year Rs. 56.69 Lakhs) has been deducted at source on income from Interest.

5. Managerial remuneration under Section 198 of the Companies Act, 1956.

Remuneration to the Managing Director and Deputy Managing Director for the year ended 31st March 2011

6. Additional information pursuant to the provisions of paragraphs 3,4C and 4D of part II of Schedule VI to the Companies Act, 1956.

F. Sunmica Division manufactures Laminates of various types in different thickness and sizes. Hence, the quantities of Stocks, Raw Materials consumed and Turnover have been given uniformly in Metric Tonnes and not in the quantitative denominations in which these are normally purchased or sold in the market.

(b) Except for the above Shareholders, the Corporation has not made any remittance in foreign currency on account of dividends during the year and does not have information as to the extent to which remittances in foreign currencies on account of dividends have been made by or on behalf of non-resident Shareholders.

Notes:

(a) Loans and advances to employees of the Corporation are excluded from the above disclosure.

(b) In respect of the above loans there is no repayment schedule and they are repayable on demand.

(c) In respect of the loan of Rs. 17.14 Lakhs (Previous Year X 67.14 Lakhs) given to Sea Wind Investments and Trading Company Limited, a wholly owned subsidiary of the Corporation, no interest is charged on the outstanding loan amounting of Rs. 17.14 Lakhs (Previous Year Rs. 67.14 Lakhs).

(d) In respect of the loan of Rs. 229.61 Lakhs (Previous Year Rs. 224.92 Lakhs) given to Naira Holdings Ltd. a wholly owned subsidiary of the Corporation, interest is charged at the rate lower than that specified in Section 372A of the Companies Act, 1956.

(e) In respect of the loan of Rs. 44.72 Lakhs (Previous Year Rs. 69.14 Lakhs) given to Afco Industrial and Chemicals Limited, a wholly owned subsidiary of the Corporation, no interest is charged on the outstanding loan amounting of Rs. 44.72 Lakhs (Previous Year Rs. 69.14 Lakhs).

(f) In respect of the loan of Rs. 75.66 Lakhs (Previous Year Rs. 73.38 Lakhs) given to DPI Products and Services Limited, a wholly owned subsidiary of the Corporation, no interest is charged on the outstanding loan amounting of Rs. 75.66 Lakhs (Previous Year Rs. 73.38 Lakhs).

(g) In respect of advance subscription towards capital of Rs. 5,245.20 Lakhs (Previous Year Nil) to Leila Lands Senderian Berhad a wholly owned subsidiary of the Corporation, no interest is charged on the outstanding amount

However, the provisions of Section 372A of the Companies Act, 1956 are not applicable to loans/ advances covered under (c), (d), (e) and (f) above in view of the loanees being wholly owned subsidiaries of the Corporation.

(h) Figures in brackets are in respect of the previous year.


Mar 31, 2010

1. Contingent Liabilities not provided for:

A. Sundry claims against the Corporation by employees and others not admitted (amount indeterminate). In the opinion of the management, the outcome of these claims is likely to be immaterial.

B. Disputed demands of Central Excise Department not provided for in respect of:

Previous Year Rupees in Rupees in Lakhs Lakhs

Sunmica Division 203.78 203.78

BCL Springs Division 157.27 157.27

C. Disputed wage demands pending with the Industrial Tribunal Rs. 232.25 Lakhs (Previous Year Rs. 232.25 lakhs) and back wages relief granted by Labour Court Rs. 0.58 Lakh (Previous Year Rs. 0.69 lakh) in respect of South India Branches.

D. Damages and interest on alleged unauthorized occupation of residential premises determined by the Estate Officer L.I.C. up to 30th September, 2009 and disputed by the Corporation Rs. 264.46 lakhs (Previous Year Nil).

The Corporation has created provision for contingencies as an abundant precaution. (Refer Note No. 20 of Schedule 22)

E. Bills of Exchange discounted with Banks not matured Rs. 332.40 Lakhs (Previous Year Rs. 231.83 lakhs).

2. Estimated amount of contracts remaining to be executed on Capital Account and not provided for Rs. 38.31 Lakhs (Previous Year Rs. 194.06 Lakhs).

3. Financial & Derivative Instruments:

(a) Outstanding Foreign exchange forward contracts USD 11.10 Lakhs (Sold) - INR 517.51 Lakhs, USD 32.70 Lakhs (Bought) - INR 1,520.99 Lakhs, JPY 671.44 Lakhs (Bought) - INR 338.63 Lakhs

(Previous Year USD 1.39 Lakhs (Sold) - INR 68.71 Lakhs, USD 168.10 Lakhs (Bought) - INR 8,538.11 Lakhs, JPY230.96 Lakhs (Bought) - INR 120.04 Lakhs).

(b) Option contract of Euro 11.25 Million. (Previous Year Interest Rate Swap contract of USD 15.29 Million, Option contract of Euro 11.25 Million) are outstanding as at the year end.

4. Tax amounting to Rs. 56.69 Lakhs (Previous Year Rs. 125.64 Lakhs) has been deducted at source on income from Interest.

5. Managerial remuneration under Section 198 of the Companies Act, 1956.

Remuneration to the Managing Director and Deputy Managing Director for the year ended 31st March, 2010.

6. Additional information pursuant to the provisions of paragraphs 3,4C and 4D of part li of Schedule VI to the Companies Act, 1956.

F. Sunmica Division manufactures Laminates of various types in different thickness and sizes. Hence, the quantities of Stocks, Raw Materials consumed and Turnover have been given uniformly in Metric Tonnes and not in the quantitative denominations in which these are normally purchased or sold in the market.

7. Leases:

(A) In accordance with Accounting Standard (AS - 19) Leases as notified under the Companies (Accounting Standards) Rules, 2006, all assets acquired under Hire Purchase agreements on or after 1st April, 2002 are capitalised and a loan liability and the interest recognised. Consequently, depreciation is provided on such assets. Instalments paid are allocated to the liability and the interest is charged to Profit & Loss Account.

8. On the basis of confirmation obtained from suppliers who have registered under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) and based on the information available with the Corporation the balance due to Micro & Small Enterprises as defined under the MSMED Act, 2006 is Rs. 14.64 Lakhs (Previous Year Rs. 15.20 Lakhs). Further, no interest during the year has been paid/or is payable/accrued under the terms of the MSMED Act, 2006.

9. Segment Information:

A. Primary Segment Reporting (by Business Segment) (i) Composition of Business Segments

The Corporations business segments based on product lines are as under:

^ Plantation Products

Segment produces/trades in Tea, Coffee, Timber, Cardamom and Pepper.

^ Building Products

Segment manufactures/trades in Phenolic Laminates (Industrial Laminates including Copper Clad Laminates and Surfacing Laminates).

> Dental Products

Segment manufactures/trades in Health Care/Dental products.

^ Auto Ancillary Products

Segment manufactures Precision Springs for automobile and other industries.

^ Weighing Products

Segment manufactures/trades in Analytical and Precision Balances and Weighing Scales.

^ Investments

Segment invests in various securities listed as well as unlisted mainly on a long term basis.

> Real Estate

Segment represents property development.

10. Related Party Disclosures:

Related party disclosures as required by (AS - 18) "Related Party Disclosures" are given below: (1) Related parties and nature of relationship where control exists

Subsidiaries:

(1) Afco Industrial & Chemicals Limited

(2) DPI Products & Services Limited

(3) Sea Wind Investments & Trading Company Limited

(4) PT Indo Java Rubber Planting Company

(5) Leila Lands Senderian Berhad

(6) Electromags Automotive Products Private Limited

Sub-Subsidiaries:

(a) Subsidiary of DPI Products & Services Limited:

Subham Viniyog Private Limited

(b) Subsidiaries of Leila Lands Senderian Berhad:

Naira Holdings Limited

Island Horti-Tech Holdings Pte. Limited

Leila Lands Limited

Restpoint Investments Limited

(c) Subsidiaries of Island Horti-Tech Holdings Pte. Limited:

Island Landscape & Nursery Pte. Limited ILN Investments Pte. Limited Innovative Organics Inc.

(d) Subsidiaries of Leila Lands Limited:

ABI Holding Limited Britannia Brands Limited Associated Biscuits International Limited Dowbiggin Enterprises Pte. Limited Nacupa Enterprises Pte. Limited Spargo Enterprises Pte. Limited Valletort Enterprises Pte. Limited Bannatyne Enterprises Pte. Limited Britannia Industries Limited

(e) Subsidiaries of Britannia Industries Limited:

Boribunder Finance & Investments Private Limited

Flora Investments Company Private Limited

Gilt Edge Finance & Investments Private Limited

Ganges Vally Foods Private Limited

International Bakery Products Limited

J. B. Mangharam Foods Private Limited

Manna Foods Private Limited

Sunrise Biscuit Company Private Limited

Britannia and Associates (Mauritius) Private Limited

Britannia and Associates (Dubai) Private Company Limited

Al Sallan Food Industries Company SAOG

Strategic Food International Company LLC

Strategic Brands Holding Company Limited

Britannia Lanka Private Limited

Daily Bread Gourmet Foods (India) Private Limited

Britannia Dairy Private Limited (formerly known as Britannia New Zealand Foods Private Limited)

Britannia New Zealand Holdings Private Limited

Britannia Employees General Welfare Association Pvt. Ltd.

Britannia Employees Medical Welfare Association Pvt. Ltd.

Britannia Employees Educational Welfare Association Pvt. Ltd.

(f) Subsidiary of Island Landscape & Nursery Pte. Limited:

Peninsula Landscape & Nursery Sdn. Bhd.

(g) Subsidiary of ILN Investments Pte. Limited:

Saikjaya Holdings Sdn. Bhd.

(h) Subsidiaries of Restpoint Investments Limited:

Restpoint International Technology Corporation Island Telesystems Pte. Limited

(i) Subsidiary of Innovative Organics Inc.:

Granum Inc.

(2) Key management personnel:

Mr. Ashok Panjwani - Managing Director Mr. Jeh Wadia - Deputy Managing Director

(3) Other Related parties - Associate Companies:

Lotus Viniyog Private Limited Inor Medical Products Limited Medical Microtechnology Ltd.

11. Export benefits/Incentives are accounted on accrual basis. Accordingly, on the Balance Sheet date, in respect of Exports made, estimated benefit of Rs. 197.99 Lakhs (Previous Year Rs. 101.92 Lakhs) has been taken into account for the year as incentive on accrual basis under the pass book scheme. Subsequent to that, the Corporation has imported and utilized entitlement of Rs. 156.85 Lakhs (Previous Year Rs. 59.14 Lakhs) leaving a balance of Rs. 41.44 Lakhs (Previous Year Rs. 42.78 Lakhs).

12. The Corporation has entered into derivative contracts for hedging its borrowings and interest costs in foreign currencies. The Corporation is accounting for gains and losses on such contracts along with the settlement of the underlying transactions. Having regard to the complex nature of the long term derivative contracts and the market volatility, the Management is at this stage not in a position to realistically ascertain the ultimate loss or gain on settlement of these contracts. However the corporation has made necessary provisions for foreseeable losses on such derivative contracts amounting to Nil (Previous Year Nil).

13. The Corporation has opted for accounting the exchange difference arising on reporting of Long Term Foreign Currency Monetary Items (the said Monetary Items) in line with Accounting Standard Amendment Rules 2009 on Accounting Standard 11 (AS 11) notified by the Government of India on 31st March, 2009. Accordingly, the exchange difference arising on the said Monetary Items at the rates different from those at which they were initially recorded is accounted in "Foreign Currency Monetary Item Translation Difference Account" and amortised over balance period of such loans but not beyond 31st March, 2011. Further such exchange difference pertaining to the accounting period commenced after 7th December, 2006 and previously recognised in the Profit & Loss Account was transferred to the said Account by adjusting to General Reserve in the previous year. As a result, exchange difference recognised in the Profit & Loss Account upto financial year ended on 31st March, 2008 relating to the said Monetary Items and aggregating to Rs. 213.66 Lakhs was adjusted against the General Reserve in the previous year. During the year a sum of Rs. 848.37 Lakhs has been charged to the Profit & Loss Account and the balance amount of Rs. 127.45 Lakhs remains outstanding in the Foreign Currency Monetary Item Translation Difference Account.

14. In an earlier year the Corporation took up development of Real Estate in the vacant properties at Pune, Coimbatore and Mumbai; and converted these assets as stock in trade at cost.

15. Provision for contingencies of Rs. 85 Lakhs (Previous Year Nil) represents a part amount provided for against the contingent liabilities with regards to the disputed demands for excise duties, wages and damages and interest as described in Note No. 2 on the basis of a fair estimate by the Corporation. There were no carrying amount at the beginning of the year and the provision of Rs. 85 Lakhs made during the year is carried forward at the end of the year and neither the amount has been used nor the unused amount reversed during the year under review.

16. The Corporation subscribed to 19,30,000 Warrants of The Bombay Dyeing & Mfg. Co. Ltd. (BDMC) issued on a preferential basis on 7th September, 2007. The Corporation as per the terms of the said Issue was entitled to exercise the option to apply for and be allotted equivalent number of Equity Shares of BDMC within 18 months from the date of issue at the price of Rs. 616/- per share. Due to the capital market conditions prevailing at the relevant time, the Corporation did not exercise the said option within the stipulated time. Consequently, in the previous year, the Corporation was required to write off the amount equivalent to 10% of price, aggregating to Rs. 1,188.88 Lakhs paid on subscription of the said Warrants as the same was forfeited as per the terms of the issue and in accordance with the Guidelines of Preferential Issue of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000.

17. Figures in respect of current year and those for the previous year have been rounded off to the nearest thousand and are expressed in terms of decimals of Lakhs.

18. Comparative Financial information (i.e. the amounts and other disclosures for the preceding year presented above), is included as an integral part of the current years financial statements, and is to be read in relation to the amounts and other disclosures relating to the current year. Figures of the previous year have been regrouped/reclassified wherever necessary to conform to current years presentation.

19. Additional information pursuant to Part IV of Schedule VI to the Companies Act, 1956.

 
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