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Notes to Accounts of Bombay Burmah Trading Corporation Ltd.

Mar 31, 2017

(a) Building Includes Rs. 4 lakhs (31 March, 2016: Rs.4 lakhs; 1 April, 2015: Rs.4 lakhs) in respect of which documents evidencing title are held in the name of the Company''s nominee, which includes cost of 160 shares of Rs.50 each fully paid-up of the New Cosmopolitan Housing Society Limited.

(b) Vehicles as at 31 March, 2017, includes vehicles with a carrying amount of Rs.39 Lakhs (31 March, 2016: Rs.25 Lakhs, 1 April, 2015: Rs.101 Lakhs) on which the lender has a lien.

(c) Refer Note 18 and Note 21 of Borrowings for assets pledged as security

(d) Immovable properties (land and building) having gross block of Rs. 1,926 lakhs and net block of Rs. 1,755 lakhs is yet to be transferred in the name of the Company.

(e) Development plantation represents costs incurred for planting bearer plants pertaining to tea and coffee. Such bearer plants are expected to bear produce (tea leaves and coffee crop) for more than one period.

(f) The Company has availed the deemed cost exemption in relation to the property plant and equipment on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer note below for the gross block value and the accumulated depreciation on 1 April, 2015 under the previous GAAP

(a) The Company has availed the deemed cost exemption in relation to investment property on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer note below for the gross block value and the accumulated depreciation on 1 April, 2015 under the previous GAAP

Notes

i) Investment property comprises of office buildings. Fair value of investment property is Rs.1,256 Lakhs as on 31 March, 2017. (31 March, 2016: Rs. 1,378 Lakhs, 1 April, 2015: Rs.1,409 Lakhs)

ii) These valuations are performed by the management based on external valuation model.

iii) The fair value of investment property is categorized as level 3 in the fair valuation hierarchy.

The Company has availed the deemed cost exemption in relation to intangibles on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer note below for the gross block value and the accumulated depreciation on 1 April, 2015 under the previous GAAR

The total shareholding of the Company, including shareholding of its wholly owned subsidiaries, in The Bombay Dyeing & Manufacturing Company Limited (''BDMC'') did not exceed 20% of the paid up share capital of BDMC as at 31 March, 2016, nor did it have significant influence or control over BDMC. Accordingly the investment in equity instruments of BDMC was accounted at fair value through other comprehensive income. During the year, the Company purchased additional 49,218,338 equity shares of BDMC on 20 March 2017, out of which 47,307,000 was sold to a wholly owned step down subsidiary of the Company before 31 March, 2017. With the acquisition of additional equity shares of BDMC by the Company on 20 March 2017, BDMC has become an associate of the Company effective that date. Accordingly the Company has recorded the equity instruments in BDMC at fair value through other comprehensive income up to 20 March 2017. The Company has availed the exemption of recording the investment in subsidiaries and associates at cost. Accordingly, the fair value of investment in BDMC as at 20 March 2017 has been considered as deemed cost of investment.

1 Movement in deferred tax balances

Deferred tax benefits are recognized on unabsorbed business loss and depreciation loss and other assets to the extent it is probable that taxable profit will be available against which the deductible temporary differences will be utilized.

The Company has the following unused tax losses which arose on incurrence of business loss under the Income-tax Act, 1961, for which no deferred tax asset has been recognized in the Balance Sheet.

2 Inventories

The cost of inventories recognized as an expense includes Rs.186 Lakhs (31 March, 2016: Rs. 292 Lakhs) in respect of write down of inventory to its net realizable value. There has been no reversal of such write down in current and previous years.

Inventories are subject to first charge against bank loans (Refer Note 18 and Note 21)

B. Measurement of Fair value

i. Fair Value hierarchy

The fair value measurements for tea leaves and coffee fruits has been categorized as Level 3 fair values based on the inputs to valuation technique used.

ii. Level 3 Fair values

The following table shows a break down of the total gains (losses) recognized in respect of Level 3 fair values-

C. Risk Management strategies related to agricultural activities

The Company is exposed to the following risks relating to its plantation activity

i. Regulatory and environmental risks

The Company is subject to laws and regulations in the country in which it operates. It has established various environmental policies and procedures aimed at compliance with the local environmental and other laws.

ii. Supply and demand risks

The Company is exposed to risks arising from fluctuations in the price and sales volume of produce (tea and coffee). When possible, the Company manages this risk by aligning its produce to market supply and demand. Management regularly analyses industry trend, for projected produce and prices.

iii. Climate and other risks

The Company''s plantations are exposed to the risk of damage from climatic changes, pests, forest Ares and other natural forces. The Company has extensive processes in place aimed at monitoring and mitigating those risks, including regular estate health inspections and industrial pest surveys.

(d) Terms / Rights attached to each classes of shares

Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares with voting rights having a par value of Rs.2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the shareholders of equity shares will be entitled to receive 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.

3 Rupee loan from HDFC Bank Limited of Rs.3,000 Lakhs (current outstanding - Rs.750 Lakhs) which is repayable in 4 equal half yearly installments of Rs. 750 Lakhs each from 3rd March 2016 to 3rd September 2017. The loan is secured by extension of charge of an equitable mortgage, by deposit of title deeds of Singampatti estates together with Buildings and structures thereon in favour of HDFC Bank Limited. The rate of interest on the loan is ranging from 9.1% to 10.5%.

4 Rupee loan from Kotak Mahindra Bank Limited of Rs. 5,000 Lakhs (current outstanding - Rs.5,000 Lakhs) of which Rs.1,500 Lakhs is repayable in 8 equal quarterly installments of Rs. 113 Lakhs each, from 30th June, 2017 to 30th June, 2019 and 4 equal quarterly installments of'' 150 Lakhs each, from 30th September, 2019 to 30th June, 2020; Rs.3,500 Lakhs is repayable in 8 equal quarterly installments of Rs. 262 Lakhs each, from 30th September, 2017 to 31st March, 2019 and 4 equal quarterly installments of Rs. 350 Lakhs each, from 30th June, 2019 to 31st March, 2020. The loan is secured by extension of charge of an equitable mortgage by deposit of title deeds of Akurdi Land together with Buildings and structures thereon in favour of Kotak Mahindra Bank Limited. The rate of interest on the loan is ranging from 9.1% to 11%.

5 Rupee loan from The Hongkong and Shanghai Banking Corporation Limited of Rs. 2,500 Lakhs (current outstanding - Rs.1,000 Lakhs) is repayable in 5 equal half yearly installments of Rs. 500 Lakhs each from 23rd December 2015 to 23rd December 2017.The loan is secured by extension of charge of an equitable mortgage by deposit of title deeds of Mudis estates together with Buildings and structures thereon in favour of said The Hongkong and Shanghai Banking Corporation Limited. The rate of interest on the loan is ranging from 9.1% to 10.5%.

6 Rupee loan from The Federal Bank Limited of Rs.2,500 Lakhs (current outstanding - Rs.2,239 Lakhs) is repayable in 18 quarterly installments of Rs.139 Lakhs each from October 2016 to January 2021. The loan is secured by extension of pari passu charge of an equitable mortgage by deposit of title deeds of Mudis estates together with Buildings and structures thereon in favour of The Federal Bank Limited. The rate of interest on the loan is ranging from 9.1% to 10.5%.

7 Loan against vehicles are secured by lien on vehicle purchased. The rate of interest on the loan is ranging from 5% to 10% and is repayable in 60 equal installments.

The Company''s exposure to liquidity risk and interest risk related to borrowings is disclosed in Note 41 and

Note 43 respectively.

8 Cash credit from Axis Bank Limited as at 31st March 2017 is NIL (as at 31st March 2016: Rs.2,869 Lakhs, 1st April 2015 is Rs.895 Lakhs), is secured by hypothecation of present and future stocks, book debts and other current assets on pari-passu basis and a collateral on Elkhill Estates. The rate of interest on the loan is ranging from 11% to 13%.

9 Cash Credit from HDFC Bank Limited of'' NIL (as at 31st March 2016 is Rs.1,826 Lakhs and as at 1st April 2015 is Rs.1,960 Lakhs), is secured by hypothecation of present and future stocks, book debts and other current assets on pari-passu basis and a collateral on Singampatti Estates. The rate of interest on the loan is ranging from 11% to 13%.

10 Agriculture loan from HDFC Bank Limited of Rs.103 Lakhs (as at 31st March 2016 is Rs.700 Lakhs and as at 1st April 2015 is NIL), is secured by hypothecation of present and future stocks, book debts and other current assets on pari-passu basis and a collateral on Singampatti Estates. The rate of interest on the loan is ranging from 9% to 11%.

11 Packing Credit/ Cash Credit / WCDL from The Hongkong and Shanghai Banking Corporation Limited of Rs. 1,000 Lakhs (as at 31st March 2016 is Rs.2,201 Lakhs and as at 1st April 2015 is Rs.4,432 Lakhs) is secured by hypothecation of present and future stocks, book debts and other current assets on pari-passu basis and a collateral on Mudis Estates. The rate of interest on the loan is ranging from 9% to 11%.

12 Packing credit/ WCDL from Federal Bank Limited of Rs.2,289 Lakhs (as at 31st March 2016 is Rs.2,788 Lakhs and as at 1st April 2015 is Rs.232 Lakhs) is secured by hypothecation of present and future stocks, book debts and other current assets on pari-passu basis and a collateral on Mudis Estates. The rate of interest on the packing credit is 6 Months LIBOR plus 1 % and on WCDL is ranging from 9% to 10%.

13 Cash Credit/ Overdraft from Kotak Bank Limited of NIL (as at 31st March 2016 is Rs.442 Lakhs and as at 1st April 2015 is NIL), is secured by hypothecation of present and future stocks, book debts and other current assets on pari-passu basis. The rate of interest on the loan is ranging from 9% to 11%.

14 Outstanding unsecured loan of Rs. 5,804 Lakhs (as at 31st March 2016 is Rs.6,500 Lakhs and as at 1st April 2015 is Rs.6,500 Lakhs), is payable to banks. The tenure of loan is short term and it is repayable on demand. The rate of interest on the loan is ranging from 9% to 11.5%.

15 Outstanding Inter Corporate Deposit of Rs.4,000 Lakhs (as at 31st March 2016 is Rs.4,000 Lakhs and as at 1st April 2015 is Rs.4,000 Lakhs) from Britannia Industries Limited (a step down subsidiary company) which carries interest @ 12%. It is unsecured and repayable on demand.

16 Outstanding Inter Corporate Deposit of Rs. 1,300 Lakhs (as at 31st March 2016 is NIL and as at 1st April 2015 is NIL) from non-related parties which carries interest @ 12%. It is unsecured and repayable on demand.

17 During the year Company has issued commercial paper of Rs. 10,000 Lakhs (as at 31st March 2016 is NIL and as at 1st April 2015 is NIL) to ICICI Prudential Mutual fund which carries coupon of 7% to 7.5% for a tenor of 90 days. It is an unsecured facility.

The Company''s exposure to liquidity risk and interest risk related to borrowings is disclosed in Note 41 and Note 43 respectively.

18 Explanation of transition to Ind AS

For the purposes of reporting as set out in Note 1, the Company has transitioned its basis of accounting from Indian generally accepted accounting principles ("IGAAP") to Ind AS. The accounting policies set out in Note 1 have been applied in preparing the financial statements for the year ended 31 March, 2017, the comparative information presented in these financial statements for the year ended 31 March, 2016 and in the preparation of an opening Ind AS balance sheet at 1 April, 2015 (the "transition date").

In preparing the opening Ind AS balance sheet, the amounts reported in financial statements prepared in accordance with IGAAP have been adjusted . An explanation of how the transition from IGAAP to Ind AS has affected the Company''s financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.

A Optional exemptions availed

19 Business Combinations

Ind AS 101 provides an option to apply Ind AS 103 prospectively from the date of transition. The Company elected to apply Ind AS 103 prospectively to business combinations after the date of transition. Business combinations occurred prior to the transition date have not been re-stated. The Company has applied the same exemption for investments in subsidiaries and associates.

20 Deemed cost

Ind AS 101 permits the entity to elect to continue with the carrying value for all its property, plants and equipments recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP, and use it as the deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38-Intangible assets, investment properties covered by Ind AS 40- Investment property and investment in subsidiaries and associates.

Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets, investment properties and investment in subsidiaries and associates at their previous GAAP carrying value, which will be treated as deemed cost as on the date of transition.

21 Designation of previously recognized financial instruments

Ind AS 101 permits an entity to designate particular equity investments (other than equity investments in subsidiaries and associates) as at fair value through other comprehensive income (FVTOCI) based on facts and circumstances at the date of transition to Ind AS (rather than at initial recognition). Other equity investments are classified at fair value through profit and loss.

The Company has opted to avail this exemption to designate certain equity investments as FVTOCI on the date of transition.

22 Cumulative translation differences

As per Ind AS 101, an entity may deem that the cumulative translation differences for all foreign operations to be zero as at the date of transition by transferring any such cumulative differences to retained earnings. The Company has elected to avail of the above exemption.

B Mandatory exceptions

23 Estimates

As per Ind AS 101, an entity''s estimates in accordance with Ind AS atthe date of transition to Ind AS at the end of the comparative period presented in the entity''s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error.

However, the estimates are adjusted to reflect any differences in accounting policies.

As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS).

The Company''s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were not required under the previous GAAP are listed below:

- Fair valuation of financial instruments carried at FVTPL and/ or FVTOCI.

- Fair valuation of biological assets measured at fair value less cost to sell.

- Determination of the discounted value for financial instruments carried at amortized cost.

24 Derecognition of financial assets and liabilities

As per Ind AS 101, an entity should apply the derecognition requirements in Ind AS 109, Financial Instruments, prospectively for transactions occurring on or after the date of transition to Ind AS. However, an entity may apply the derecognition requirements retrospectively from a date chosen by it if the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions. The Company has elected to apply the derecognition principles of Ind AS 109 retrospectively as reliable information was available at the time of initially accounting for these transactions.

25 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortized cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable.

Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortized cost has been done retrospectively except where the same is impracticable.

Notes to the reconciliation:

26 Interest bearing loans and borrowings

Under previous GAAP, transaction costs incurred in connection with interest bearing loans and borrowings are amortized upfront and charged to Statement of Profit and Loss for the period. Under Ind-AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using the effective interest method.

27 Biological assets

Under Ind AS biological assets are recognized and measured at its fair value less costs to sell on initial recognition date and at the end of each reporting period. Ind AS defines a biological asset as a living animal or plant but excludes bearer plant from its definition.

Tea leaves and coffee fruits are required to be recognized as biological assets and needs to be measured at fair value.

28 Forward contracts

Under previous GAAP, the Company did not account for any losses / gains on account of derivative contracts. Under Ind AS, all derivative contracts are required to be marked to market at each period end with mark to market gains and losses recognized in the statement of profit and loss.

29 Deferral of revenue

Under Ind AS, revenue shall be measured at the fair value of the consideration received or receivable taking into account the amount of any trade discounts and volume rebates allowed by the entity. Accordingly, revenue to the extent of free goods sold has been deferred.

Further, difference in timing of revenue recognition of export sales has been aligned on transition to Ind AS.

30 Security deposits

Under previous GAAP, security deposits are carried at their face values. Under Ind AS, non-cancellable deposits (not in the nature of statutory deposits) are required to be measured at their fair values at inception using an appropriate discounting rate. The difference between the book value and the discounted value on the date of inception shall be treated as prepaid lease rent, which shall be amortized on a straight-line basis, whereas the imputed interest shall be accrued on the security deposits based on "Effective Interest Rate" method.

31 Depreciation

The depreciation on plantations shall have to be computed on the basis of useful/remaining useful life of the plantations as on the reporting date. Owing to the said requirement, an amount representing additional depreciation on the plantations have been recorded.

32 Proposed dividend

Under previous GAAP, proposed dividends are recognized as a liability in the period to which they relate, irrespective of when they are declared. Under Ind-AS, a proposed dividend is recognized as a liability in the period in which it is declared by the Company (usually when approved by shareholders in a general meeting) or paid. In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability of Rs.698 Lakhs recorded for this dividend has been derecognized against retained earnings.

33 FVTOCI financial assets:

Under Previous GAAP, the Company accounted for long term investments in unquoted and quoted equity shares as investment measured at cost less provision for other than temporary diminution in the value of investments. Under Ind-AS, the Company has designated such investments as FVTOCI investments. Ind-AS requires FVTOCI investments to be measured at fair value. At the date of transition to Ind-AS, difference between the instruments fair value and previous GAAP carrying amount has been recognized as a separate component of equity, in the FVTOCI reserve, net of related deferred taxes.

34 Deferred tax assets (net) :

Previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind-AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under previous GAAP

Also, certain properties of the Company were converted into stock-in-trade during the year 2006-07. As per the taxation laws, the benefit of indexation of cost of purchase for such properties would be allowed until the date of conversion i.e. until the year 2006-07 and hence a deferred tax asset of Rs. 415 Lakhs is created on these properties.

35 Statement of cash flows

The transition from previous GAAP to Ind AS has not had a material impact on the statement of cash flows.

36 Managerial remuneration

a) The Company, during the financial year 2015-16 had paid remuneration to one of its Managing Directors, Mr. Ness Wadia Rs.290 Lakhs (excluding retirals of Rs. 59 Lakhs) which was in excess of limits specified in Schedule V of the Companies Act, 2013. In view of loss incurred during the year an application has been made to the Central Government for the approval of remuneration as Mr. Ness Wadia holds direct and indirect interest in the capital of the Company.

b) The Company, during the financial year 2016-17 has paid remuneration to its Managing Director, Mr. Ness Wadia Rs.290 Lakhs (excluding retirals of Rs.59 Lakhs) which is in excess of limits specified in Schedule V of the Companies Act, 2013. In view of loss incurred during the year an application has been made to the Central Government for approval of the remuneration as Mr. Ness Wadia holds direct and indirect interest in the capital of the Company.

37 Employee benefits (Ind AS 19)

(a) Defined contribution plans

Amount recognized as an expense and included in Note 30 under the head "Contribution to Provident and

Other Funds" of Statement of Profit and Loss are as follows:

* The eligible employees of the Company are entitled to receive post employment benefits in respect of provident fund, in which both the employees and the Company make monthly contributions at a specified percentage of the employees'' eligible salary (currently 12% of employees'' eligible salary). The contributions are made to the provident fund managed by the trust set up by the Company, or to the Regional Provident Fund Commissioner (RPFC) which are charged to the Standalone Statement of Profit and Loss as incurred. In respect of contribution to RPFC, the Company has no further obligations beyond making the contribution, and hence, such employee benefit plan is classified as Defined Contribution Plan. In respect of contribution to trust set up by the Company, such employee benefit plan is classified as Defined Benefit Plan. Refer Note (c) below.

(b) Defined benefit plans- Gratuity:

The Company has The Bombay Burmah Trading Corporation Limited Covenanted Staff'' Gratuity Fund, The Bombay Burmah Trading Corporation Limited Employees Gratuity Fund (non-covenanted), Dental Products of India and Electromags divisions Employees Group Gratuity Scheme, which are funded defined benefit plans for qualifying employees.

(i) The Scheme in relation to The Bombay Burmah Trading Corporation Limited Employees Gratuity Fund (i.e. for Non-covenanted employees), Dental Products of India and Electromags division Employees Group Gratuity Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months subject to the maximum amount payable as per the Payment of Gratuity Act, 1972.

(ii) The Scheme in relation to The Bombay Burmah Trading Corporation Limited Covenanted Staff Gratuity Fund provides for lump sum payment to vested employees based on a combination of factors such as length of service and manner of cessation of service viz. retirement, death/ disability, termination. In case of resignation where the service is 5 years of more but less than 10 years, the gratuity is computed based on 15 days salary for every completed year or part thereof in excess of 6 months subject to the maximum amount payable as per the Payment of Gratuity Act, 1972.

Vesting (for both the funds mentioned above) occurs only upon completion of five years of service, except in case of death or disability. The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at balance sheet date.

Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment Risk

The present value of the defined benefit liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

Interest Risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan''s investments.

Longevity Risk

The present value of the defined benefit liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk

The present value of the defined benefit liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan''s liability.

The most recent actuarial valuation of the plan assets and the present value of defined obligation were carried out as at 31 March, 2017 by Armstrong International Employee Benefits Solution, member of the Institute of Actuaries of India. The present value of the defined benefit obligation and the related current service cost were measured using the projected unit credit method.

The following tables summaries the components of defined benefit expense recognized in the statement of profit and loss / OCI and the funded status and amounts recognized in the Balance Sheet for gratuity plans:

8 The Company expects to make a contribution of'' 155 Lakhs (31 March, 2016: Rs.169 Lakhs) to the defined benefit plans during the next financial year.

Notes:

(i) The discount rate is based on the prevailing market yield on government securities as at the balance sheet date for the estimated term of obligations.

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

(iii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the Balance Sheet.

C. Defined benefit plans- Provident fund:

The Provident fund assets and liabilities are managed by Trust "The Bombay Burmah Trading Corporation Limited Employees Provident Fund" in line with The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952.

The plan guarantees minimum interest at the rate notified by the provident fund authorities. The contribution by the employer and employee together with the interest accumulated thereon are payable to employees at the time of separation from the Company or retirement, whichever is earlier. The benefit vests immediately on rendering of the services by the employee. In terms of the guidance note issued by the Institute of Actuaries of India for measurement of provident fund liabilities, the actuary has provided a valuation of provident fund liability and based on the assumptions provided below, there is no shortfall as at 31 March, 2017.

The Company contributed Rs.58 Lakhs (31 March, 2016: Rs.64 Lakhs) towards Bombay Burmah Employees Provident Fund Trust during the year ended 31 March, 2017.

(d) Other Long term employee benefits- Compensated absences:

The Company''s liability on account of compensated absences is not funded and hence the disclosures relating to the planned assets are not applicable. Expenses incurred towards compensated absences are included in Note 30 under "Employee benefits expense" in the statement of profit and loss of Rs.35 Lakhs (31 March, 2016: Rs.61 Lakhs).

38 Leases

Operating lease disclosure

1 The Company 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 and loss is Rs.161 Lakhs (31 March, 2016: Rs.101 Lakhs).

2 Future minimum rental payables under non-cancellable operating lease

3 One of the leased properties that is no longer required for use by the Company has been sublet. The lease and sublease arrangements are renewable at the end of each year. Sublease receipts recognized in the statement of profit and loss account is Rs.21 Lakhs (31 March, 2016: Rs.20 Lakhs)

39 Financial instruments - Fair values and risk management

1. Financial instruments - Fair values and risk management

Set out below, is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk

- Liquidity risk

- Market risk

Risk management framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

1 Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure:

Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. The Company''s review includes external ratings, if they are available, and in some cases bank references. Sale limits are established for each customer and reviewed periodically.

An impairment loss for trade and other receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Impairment losses if any, are recognized in profit or loss for the period.

At 31 March, 2017, the maximum exposure to credit risk for trade and other receivables by geographic region was as follows:

At 31 March, 2017, the Company''s most significant customer, a manufacturer, accounted for Rs. 284 Lakhs of the trade and other receivables carrying amount (31 March, 2016 : Rs.544 Lakhs).

Impairment

At 31 March, 2017, the ageing of trade and other receivables that were not impaired was as follows:

Management believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers'' credit ratings if they are available.

Cash and cash equivalents

The Company held cash and cash equivalents of Rs. 2,708 Lakhs at 31 March, 2017 (31 March, 2016: Rs.487 Lakhs; 1 April, 2015: Rs.5,299 Lakhs). The cash and cash equivalents are held with banks with good credit ratings and financial institution counter-parties with good market standing.

2 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

As of 31 March, 2017, 31 March, 2016 and 1 April, 2015 the Company had unutilized credit limits from banks of Rs.4,028 Lakhs, Rs.295 Lakhs and Rs.7,278 Lakhs respectively. As of 31 March, 2017, the Company had working capital of Rs. (1,975) Lakhs, including cash and cash equivalents of Rs.2,721 Lakhs.

As of 31 March, 2016, the Company had working capital of Rs.2,023 Lakhs, including cash and cash equivalents of Rs. 509 Lakhs.

As of 1 April, 2015 the Company had working capital of Rs.7,212 Lakhs, including cash and cash equivalents of Rs. 5,334 Lakhs.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments.

3 Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in the Company''s foreign currency revenues and costs.

The company is exposed to the following components of market risks:

a) Currency risk

b) Interest rate risk and

c) Price risk

a) Currency risk

The Company is exposed to currency risk on account of its borrowings and other payables in foreign currency. The functional currency of the Company is Indian Rupee. The Company uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date.

Company does not use derivative financial instruments for trading or speculative purposes. The Company uses forward contracts to hedge the foreign currency trade receivables. Following is the profile of outstanding forward exchange contracts

A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars, Euros, GBP, Singapore Dollars at March 31 would have affected the measurement of financial instruments and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

b Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of Axed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

Company''s interest rate risk arises from borrowings. Borrowings issued at fixed rates exposes the Company to fair value interest rate risk. The interest rate profile of the Company''s interest-bearing financial instruments as reported to the management of the Company is as follows.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

c Price Risk

Price risk the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market prices not related to interest rate risk or currency exchange risk, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market.

Exposure to price risk

The entity''s exposure to equity securities price arises from investments held by the entity and classified in the balance sheet either as fair value through OCI. The quoted equity investments of the entity are publicly traded

Sensitivity analysis - Equity price risk

The table below summarizes the impact of increases/decreases of the index on the group''s equity and profit for the period. The analysis is based on the assumption equity index had increased or decreased by 10%, with all other variables held constant, and that all the entity''s equity instruments moved in line with the index.

40 Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. Adjusted equity comprises all components of equity.

The Company''s policy is to keep the ratio below 2.00. The Company''s adjusted net debt to equity ratio is as follows

41 Contingent liabilities and commitments (to the extent not provided for)

a. Sundry claims against the Company 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 Lakhs (31 March, 2016: Rs.184 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 2017 and disputed by the Corporation Rs.134 Lakhs (31 March, 2016: Rs.128 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.3 Lakhs (31 March, 2016: Rs.5 Lakhs), for the A.Y. 2009-10 Rs. 1 Lakhs (31 March, 2016: Rs.64 Lakhs) and for A.Y. 2011-12 Rs. 2 Lakhs (31 March, 2016: Rs.2Lakhs).

f. The Company has export obligation of Rs.599 Lakhs (31 March, 2016: Rs.599 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 (March 31, 2021).

g. The Company has given financial guarantee for a loan taken by a wholly-owned step down subsidiary for USD 66.30 millions. (Rs. 42,923 Lakhs) (31 March,2016: NIL)

The Company 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 Company.

42 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 are provided as under for the year 2016-17, to the extent the Company has received intimation from the "Suppliers" regarding their status under the Act.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management. This has been relied upon by the auditors.

43 Dividend

After the reporting dates, the following dividends were proposed by the directors subject to the approval at the annual general meeting.

44 Corporate social responsibility (CSR)

During the year, the amount required to be spent on corporate social responsibility activities amounted to NIL (31 March, 2016: Rs.24 Lakhs) in accordance with Section 135 of the Companies Act, 2013. The following amounts were spent during the year:

45 Disclosures as per Section 186 of the Companies Act, 2013 (i) Investments made by the Company (a) Non-current investments

(iii) Details of corporate guarantee

(a) Details of corporate guarantee given during the year:

* The movement in corporate guarantee is on account of change in exchange rates.

(b) Details of corporate guarantee given during the previous year: Nil

Purpose: The loan availed by Leila Lands Limited, a wholly owned subsidiary incorporated in Mauritius, for refinancing the existing outstanding facilities.

46 Segment information

For management purposes, the Company is organized into business units based on its products and services and has six reportable segments, as follows:

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.

The Chief Operating Decision Maker ("CODM") evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by operating segments. The CODM reviews revenue and gross profit as the performance indicator for all of the operating segments, and does not review the total assets and liabilities of an operating segment.

Segment wise classification

A i) Primary segment reporting (by business segment)

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

- Plantation - Tea

Segment produces/trades in Tea business

- Plantation - Coffee

Segment produces/trades in Coffee business

- 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 and deposits

- Health Care

Segment manufactures/trades in Dental products

- Weighing products

Segment manufactures/trades in analytical, precision balances and weighing scales.

- Real estate

Segment represents property development,

ii) Segment revenues, results and other information :

Figures in italics pertain to previous year

47 Related party relationships, transactions and balances List of Related parties

1. Subsidiaries and step down subsidiaries where control exists:

a) Subsidiaries

i. Afco Industrial & Chemicals Limited

ii. DPI Products & Services Limited

iii. Sea Wind Investments & Trading Company Limited

iv. Leila Lands Senderian Berhad

b) Step down 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

Baymanco 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

Britchip Foods Limited

f. Subsidiary of Innovative Organics Inc. :

Granum Inc.

2. Key Management Personnel:

Mr. Nusli N. Wadia - Non-executive Director

Mr. Anil Kumar Hirjee - Non-executive Director

Mr. Madhav L. Apte - Non-executive Director

Mr. Darius E. Udwadia - Non-executive Director

Mr. Jehangir N. Wadia - Non-executive Director

Dr. (Mrs) Minnie Bodhanwala - Non-executive Director (w.e.f. 30 March 2017)

Dr. (Mrs) Sheela Bhide - Non-executive Director (up to 31 December 2016)

Mr. Rajesh Batra - Non-executive Director (w.e.f. 30 March 2017)

Mr. Ness Wadia - Managing Director

Mr. Ashok Panjwani - Managing Director (up to 8th February, 2016)

Mr. Nitin H Datanwala - Company Secretary and Vice President Corporate

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

3. Associate companies:

Lotus Viniyog Private Limited

Lima Investment and Trading Company Private Limited.

Roshnara Investment and Trading Company Private Limited.

Cincinnati Investment and Trading Company Private Limited.

Shadhak Investment and Trading Private Limited.

MSIL Investments Private Limited.

Medical Microtechnology Limited Harvard Plantations Limited Placid Plantations Limited

The Bombay Dyeing & Manufacturing Company Limited (w.e.f. 20th March 2017 - Refer Note 3.1)

4. Other related parties:

Go Airlines (India) Limited Macrofil Investments Limited

The Bombay Dyeing & Manufacturing Company Limited (up to 19th March 2017)

Archway Investment Company Limited Udwadia & Co.

Some of the key management personnel of the Company are also covered under the Company''s Gratuity plan along with the other employees of the Company. Proportionate amounts of gratuity accrued under the Company''s Gratuity plan have not been separately computed or included in the above disclosures.

Terms and conditions of transactions with related parties

All the transactions with the related parties were made on normal commercial terms and conditions and at market rates.

All the outstanding balances are unsecured and repayable in cash.


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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