Notes to Accounts of Emami Realty Ltd.

Mar 31, 2018

1.1 Corporate Overview

Emami Infrastructure Limited (“the Company”) is a public company domiciled in India and incorporated on January 4, 2008 under the provisions of the Companies Act applicable in India. Its shares are listed on the BSE Limited (BSE), The National Stock Exchange of India Limited (NSE) and The Calcutta Stock Exchange Limited (CSE). The registered office of the Company is located at Acropolis, 13th Floor, 1858/1, Rajdanga Main Road, Kasba, Kolkata - 700107.

The Company is carrying on the business of real estate development.

The standalone Ind AS Financial Statements of the Company for the year ended March 31, 2018 were authorised for issue in accordance with a resolution of the Board of Directors on May 30, 2018.

1.2 Basis of Preparation of financial statements

These financial statements for the year ended 31st March, 2018 are the Company’s first financial statements prepared in accordance with Indian Accounting Standards (“Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (“Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. These financial statements are prepared under the historical cost conversion on the accrual basis except for certain financial instruments which are measured at fair values.

The Company has adopted all the Ind AS and the adoption was carried out in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards. The transition to Ind AS was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Companies Act, 2013 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP) and other relevant provisions of the Act, as applicable.

# 14,55,000 Preference Shares are redeemable at a premium of B500/- per share; out of which 5,25,000 Nos on 27th March, 2025, 2,00,000 Nos on 12th August, 2025, 4,80,000 Nos on 20th January, 2026 and 2,50,000 Nos on 31st July, 2026 . However, the investee Company has an option to redeem these preference shares before the redemption period.

* 6,716 Debentures are convertible into equity shares at the option of the Debenture Holders, out of which 25 Nos are redeemable on 30th September, 2019 and 6,691 Nos are redeemable on 31st December, 2019.

^A These Debentures are redeemable at par or premium at the end of eight years from the date of allotment, being 22nd January, 2013 (Emami Estates Private Limited) and 7th March, 2013 (Emami Home Private Limited). However, the Company has an option to redeem these debentures before the redemption period.

b. Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of B2/- per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d. Share Capital Suspense

Pursuant to the Scheme of Amalgamation as detailed in Note No. 44 the Company has issued and alloted 36,40,497 Equity Shares of B2/- each fully paid. Pending allotment corresponding amount has been kept under Share Capital Suspense and shall be transferred to Equity Share Capital of the Company on allotment of Shares. The record date fixed for the purpose is 25th May, 2018.

* (i) B2,956.37 lakhs secured by the securities as mentioned in Note No. 41[A](a), 41[A](d) & 41[A](e) under the heading “Term Loan from Banks” as this facility is a sub-limit thereof

(ii) B 13,523.12 lakhs secured by pledge of third party’s fixed deposits

(iii) B946.63 lakhs secured by hypothecation on receivables of the project at “Zandu Sigma Estates” 70 Gokhale Road, Dadar, Mumbai -400025 coupled with corporate guarantee by a related party

#includes B20,760.56 Lakhs from Related parties, Repayable on demand

Sensitivity Analysis :-

Significant acturarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumption occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:

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.

The is no change in the method of valuation for the prior period.

Effect of Plan on Entity’s Future Cash Flows

a) Funding arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets as a result of such valuation is funded by the Company.

For Leave, the Scheme is partly managed on fund basis.

3. Fair Value Hierarchy

The table shown below analyses financial instruments carried at fair value. The different levels have been defined below:-Level 1: Quoted Prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs)

b) Financial instruments at ammortized cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled

c) During the year there has been no transfer from one level to another

4. Financial risk management objectives and policies

The Company’s principal financial liabilities, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations . The Company’s principal financial assets includes loans, trade and other receivables and cash & cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s Management oversees the management of these risks and ensures that the Company’s financial risks activities are governed by appropriate policies and procedures and that finance risk are identified, measured and managed in accordance with the Company’s policies and risk objectives.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:-

A. Credit Risk

Credit risk is the risk of loss that may arise on outstanding financial instruments if a counter party default on its obligations. The Company’s exposure to credit risk arises majorly from trade receivables/unbilled revenue and other financial assets.

Other financial assets like bank deposits, advances and security deposits are with banks, government bodies, utility providers, contractors and others, and hence, the Company does not expect any credit risk with respect to trade receivables/ unbilled revenue and other financial assets.

With respect to trade receivables/unbilled revenue, the Company has constituted teams to review the receivables on periodic basis and take necessary mitigations whenever required. The Company creates allowance for all unsecured receivables based on lifetime Expected Credit Loss.

The following table summarizes the change in the loss allowance measured using ECL:

B. Liquidity Risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

The backup of cash and cash equivalents, deposits and investments is as below:

The table below summarises the maturity profile of the Company’s financial liabilites at the reporting date. The amounts are based on contractual undiscounted payments

C. Market Risk

a. Interest Rate Risk

The Company has taken debt to finance its working capital, which exposes it to interest rate risk. Borrowings issued at variable rates expose the Company to interest rate risk.

Market risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of change in market prices. Market risk comprises two type of risk: interest rate risk and other price risk, such as equity price risk and commodity/real estate risk.

The sensitivity analysis in the following sections related to the position as at March 31, 2018 and March 31, 2017. The sensitivity analysis has been prepared on the basis that the amount of net debt and ratio of fixed to floating interest rates of debts.

Interest rate risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in interest rate. The entity’s exposure to the risk of changes in interest rates relates primarily to the entitiy’s operating activities (when receivables or payables are subject to different interest rates) and the entity’s receivables or payables.

The Company is affected by the price volatility of certain commodities/real estates. Its operating activities require the ongoing development of real estate. The Company’s Management has developed and enacted a risk management strategy regarding commodity/real estate price risk and its mitigation. The Company is subject to the price risk variables, which are expected to vary in line with the prevailing market conditions.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rate, with all other variables held constant. The impact on entitiy’s profit before tax is due to change in the fair value of financial assets and liabilities.

b. Price Risk

The Company’s exposure to price risk arises from investments held and classified as FVTPL or FVOCI. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.

5. Amalgamation of Zandu Realty Limited with Emami Infrastructure Limited

a) Pursuant to the Scheme of Arrangement for Amalgamation (hereinafter called “the Scheme”) under Section 230 to 232 of the Companies Act, 2013 sanctioned by the Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”), vide its Order dated 4th May, 2018, Zandu Realty Limited (“ZRL”) engaged in the business of real estate development, have been amalgamated with the Company with effect from 1st April, 2017 (the “Appointed Date”) and pursuant thereto, the entire business and all assets and liabilities of ZRL have been transferred to and vested in the Company on a going concern basis. The Scheme became effective on 11th May, 2018 (the “Effective Date”), upon filing of the Order of NCLT with the Registrar of Companies, West Bengal. Consequent to such filing, the Scheme has been given effect to in these financial statements.

b) As this is a common control transaction, the amalgamation has been accounted using the ‘pooling of interest’ method and figures for the previous period have been recast as if the amalgamation had occurred from the beginning of the preceding period in accordance with the requirements of Appendix C of Ind AS 103 on Business Combinations, specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Accordingly, the assets, liabilities and reserves of the erstwhile ZRL as on the Appointed Date have been merged with the Company at their carrying values with identity of the reserves being maintained same as in the books of the transferor company.

c) Pursuant to the Scheme coming into effect :

i) 2,86,329 equity shares of B100/- each held by the Company in ZRL stand cancelled;

ii) 36,40,497 equity shares of the Company will be issued to the public shareholders of ZRL, in the ratio of 7 equity shares of B2/- each of the Company for every 1 equity share of B100/- each held by such shareholder in ZRL;

The net impact of the amalgamation on assets, liabilities and reserves as on the Appointed Date is given below:

Note: In accordance with the Scheme, the difference of B5,726.58 Lakhs between the carrying value of investment in ZRL in the books of the Company and the aggregate face value of shares of ZRL has been adjusted under the Retained Earnings shown under Other Equity.

6. Capital Management

The Company’s objective when managing capital (defined as net debt and equity) is to safeguard the Company’s ability to continue as a going concern in order to provide returns to the shareholders and benefit for other stakeholders, while protecting and strengthening the Balance Sheet through the appropriate balance of debt and equity funding. The Company manages its capital structure and makes adjustments to it, in light of changes to economic conditions and strategic objectives of the Company.

The fair value of Investment property has been classified as Level 3 fair value in the fair value hierarchy due to the use of unobservable inputs. There has been no change in valuation techniques used since prior years.

7. The Company has entered into Joint Development Agreements for development of Projects at Bhubaneswar, Chennai, Coimbatore and Kolkata.

8. The Company has initiated criminal proceedings against M/s Karthikeya Ancillaries Private Limited (the landlord) & its directors with whom the Company has entered into Area Assignment Agreement for purchase of 28,750 sqft area in the proposed Shopping Mall at Coimbatore. The book value of total Investment in the project as on 31/03/2018 is B962.43 Lakhs (P.Y. B962.43 Lakhs). The said landlord has served Termination Notice and legal proceedings led to an appointment of Justice P K Balasubramanyan, Retired Judge of Supreme Court of India, as a sole arbitrator pursuant to the order of Hon’ble Madras High Court, who has passed an award on 1st June 2017. While interalia confirming the possession of the subject land to the Company, he has not allowed interest on monies paid to the landlord from the beginning. The Company has preferred an application u/s 34 of the Arbitration and Reconciliation Act 1996 for setting aside the award before the District Court, Coimbatore. The matter has been admitted and accordingly, the results of the proceedings are expected to be in its favour. The landlord has not been able to pay as per the award passed by the said arbitrator.

9. Segment Reporting

A. General Information

Factors used to identify the entity’s reportable segments, including the basis of organisation

For management purposes, the Company has only one reportable segment, namely development of Real Estate property. The Board of Directors of the Company act as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by operating segments.

B. Information about Geographical Areas

The Company has only one geographical segment, namely within India.

10. There were no dues outstanding for more than 45 days to any Micro, Small and Medium Enterprises suppliers. The below information regarding Micro, Small and Medium Enterprise has been determined to the extent such communication has been received from the respective parties by the Company. This has been relied upon by the Auditors.

11. Corporate Social Responsibility

a) Gross amount required to be spent by the Company during the year B7.07 Lakhs (PY B NIL).

b) Amount spent during the year

12. First Time Adoption of Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The Company’s opening Ind AS balance sheet was prepared as at April 1, 2016, the Company’s date of transition to Ind AS. In preparing the opening balance sheet, the Company has applied the mandatory exceptions and certain optional exemptions from full retrospective application of Ind AS in accordance with the guidance in Ind AS 101 ‘First Time Adoption of Indian Accounting Standards’

This note explains the principal adjustments made by the Company in restating its Indian GAAP (IGAAP) financial statements to Ind AS, in the opening balance sheet as at April 1, 2016 and in the financial statements as at and for the year ended March 31, 2017

13. Previous year’s figures have been rearranged or regrouped wherever necessary.

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Mar 31, 2016

Cash and cash equivalents for the purpose of cash flow statement comprise current account bank balance, cash in hand and bank deposit account balance.

b. Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

ii) Key Managerial Personnel & Other Directors:
a) Key Managerial Personnel:
1. Mr. Girja Kumar Choudhary	Whole-time Director & CFO
2. Ms. Payel Jain	Company Secretary
3. Mr. Rajesh Bansal	Whole-time Director w.e.f. 10.08.2015 in
	Emami Realty Limited (Amalgamating Company)
4. Mr. Sanjay Choudhary	Whole-time Director w.e.f. 01.04.2015 in
	Emami Realty Limited (Amalgamating Company)
5. Dr. Kalyanasundaram Ramamurthy	CEO w.e.f. 06.07.2015 in
	Emami Realty Limited (Amalgamating Company)
b) Other Directors:
1. Mr. Abhijit Datta	Non-Executive Chairman (Independent)
2. Mr. Hari Mohan Marda	Independent Director
3. Mr. Ram Gobind Ganeriwala	Independent Director
4. Mrs. Karabi Sengupta	Independent Director
5. Mr. Basant Kumar Parakh	Non-Executive Non-Independent Director
6. Mr. Debasish Bhaumik	Independent Director in
	Emami Realty Limited (Amalgamating Company)
iii) Enterprises over which One Key Management Personnel has significant influence
1. Dev Infracity Private Limited (w.e.f. 10.08.2015)
2. Raj Infraproperties Private Limited (w.e.f. 10.08.2015)

iv) Enterprises wherein the Company''s promoters have significant influence

1. Add Albatross Properties Private Limited

2. AMRI Hospitals Limited

3. Bhanu Vyapaar Private Limited

4. Creative Cultivation Private Limited

5. Diwakar Viniyog Private Limited

6. Emami Agrotech Limited

7. Emami Capital Markets Limited

8. Emami Cement Limited

9. Emami Estates Private Limited

10. Emami Frankross Limited

11. Emami Home Private Limited

12. Emami Limited

13. Emami Vriddhi Commercial Private Limited

14. Fastgrow Crops Private Limited

15. Emami Beverages Limited

16. Jhansi Properties Private Limited

17. Magnificent Vyapaar LLP

18. New Way Constructions Limited

19. Oriental Sales Agencies (India) Private Limited

20. Paradise Agriculture Private Limited

21. Sanjeevani Vyapaar LLP

22. Sneha Skyhigh Private Limited

23. Suntrack Commerce Private Limited

24. Sneha Abasan Private Limited

25. Emami Projects Private Limited

26. Emami Buildcon Private Limited

27. Emami Nirman Private Limited

1. The Company has entered into Joint Development Agreements for development of projects at Chennai & at Kolkata. Also, the Company is entering into an agreement with Sneha Ashiana Private Limited, pursuant to which the Company will develop its property at Coimbatore, for which a formal agreement is yet to be executed.

2. AMALGAMATION OF WHOLLY OWNED SUBSIDIARY COMPANIES_

a) Pursuant to the Scheme of Arrangement for Amalgamation (hereinafter called "the Scheme") sanctioned by the Hon''ble High Court at Calcutta vide its order dated 14th June, 2016, Emami Realty Limited ("ERL") and Emami Rainbow Niketan Private Limited ("ERNPL"), wholly-owned subsidiaries of the Company engaged in the business of real estate, have been amalgamated with the Company with effect from 1st April 2015 (the "appointed date") and pursuant thereto, the entire business and all assets and liabilities of ERL and ERNPL have been transferred to and vested in the Company on a going concern basis, w.e.f. the appointed date. The Scheme became effective on 22nd July 2016 (the "effective date"), upon filing of the Order of Hon''ble High Court at Calcutta with the Registrar of Companies, West Bengal. Consequent to such filing, the Scheme has been given effect to in these financial statements.

b) The amalgamation has been accounted for under the "Pooling of Interest" method as prescribed by Accounting Standard 14 "Accounting for Amalgamations" specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Accordingly, the assets, liabilities and reserves of ERL and ERNPL as at 1st April 2015 have been taken over at their book values and in the same form.

c) Pursuant to the Scheme coming into effect :

i) All the equity shares held by the Company in ERL and ERNPL stand cancelled.

ii) In accordance with the Scheme, the difference between the carrying value of investment in ERL in the books of the Company and the aggregate face value of shares of ERL has been adjusted against the Securities Premium Account of the Company.

iii) The difference between carrying value of investments in ERNPL in the books of the Company and the aggregate face value of shares of ERNPL has been adjusted against the Surplus in the Statement of Profit & Loss of the Company.

iv) Debit Balance in Statement of Profit & Loss of ERL and ERNPL has been adjusted against the Surplus in Statement of Profit & Loss of the Company.

d) The financial statements of the Company for the year ended 31st March, 2016, were earlier approved by the Board of Directors at their meeting held on 27th May, 2016 on which the Statutory Auditors of the Company had issued their report dated 27th May, 2016. These financial statements have been reopened and revised to give effect to the Scheme as stated hereinabove.

3 The Company has initiated criminal proceedings against M/S Karthikeya Ancillaries Pvt. Ltd. & its directors with whom it has entered into Area Assignment Agreement for purchase of 28,750 sqft area in the proposed Shopping Mall at Coimbatore. The book value of total Investment in the project as on 31/03/2016 is Rs. 9, 62, 42,855. Further, pursuant to the order of the Hon''ble Madras High Court, Justice P K Balasubramanyan, Retired Judge of the Hon''ble Supreme Court of India, the Sole Arbitrator, has commenced the arbitration proceedings and the Company has filed the Statement of Claims. The matter is pending disposal before the Arbitral Tribunal. The Company has been legally advised that the results of such proceedings are expected to be in its favour.

4 The Company operates in a single business segment i.e. Real Estate Development. Therefore, segment reporting as per AS - 17 notified by the Companies (Accounting Standard) Rules 2006 is not applicable.

5. Contingent Liabilities not provided for in respect of:

a. Corporate Guarantee given to Axis Finance Ltd for Lohitka Properties LLP Rs. 4,700 Lacs (P.Y. Rs. Nil)

b. Disputed Tax demands Rs. 82.02 Lacs (P. Y. Rs. 47.29 Lacs)

c. Bank Guarantee to Sales Tax Authorities Rs. 38.20 Lacs (P.Y. Rs. Nil)

6.. The accounting of share of loss in a LLP in which the Company has become partner, with effect from 1st April, 2015, has been done based on unaudited financial statements and any diffrence in the figure of loss will be accounted for on completion of the audit of such LLP.

7. There were no dues outstanding for more than 45 days to any Micro, Small and Medium Enterprises Creditor. The above information regarding Micro, Small and Medium Enterprise has been determined to the extent such communication has been received from the respective parties by the Company. This has been relied upon by the Auditors.

8. Since there is no virtual certainty supported by convincing evidence, the Company has not recognized deferred tax assets of Rs. 343.55 lacs (P.Y. Rs. 6.13 lacs) as at 31.03.2016 on unabsorbed business loss as recommended under Accounting Standard (AS - 22) on "Deferred Taxation" issued by The Institute of Chartered Accountants of India.

9. a) Previous year''s figures have been rearranged or regrouped wherever necessary.

b) In view of the amalgamation of Emami Realty Limited and Emami Rainbow Niketan Private Limited with the Company with effect from 1st April 2015, the figures for the current year are not comparable with those of the previous year.

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Mar 31, 2015

A. Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. The Board of Directors of the Company have decided not to proceed further with the proposal of amalgamation of its wholly owned subsidiary, M/S Emami Realty Limited with M/S Zandu Realty Limited and accordingly all proceedings in connection therewith have been withdrawn.

3. Contingent Liabilities not provided for in respect of :

a. Corporate Guarantees on behalf of Subsidiary Company - Emami Realty Ltd for Rs. 450 crores (P.Y. Rs. 200 crores).

b. Income Tax under dispute (Net of advances) of Rs. 47,29,050/- (P.Y. Rs. 52,29,050/-).

4. The Company operates in a single Business Segment i.e. Real Estate Development.

5. Previous year's figures have been rearranged or regrouped wherever necessary.

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Mar 31, 2014

A. Rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. The Board of Directors have approved amalgamation of its wholly owned subsidiary "M/S Emami Realty Limited" with M/S Zandu Realty Limited with effect from 1st April, 2013 in its meeting held on 8th July, 2013. Vide Letter dated 2nd May, 2014, BSE Ltd has conveyed to M/S Zandu Realty Limited that the Exchange is unable to grant its "no-objection" to the scheme in view of the observations made by Securities and Exchange Board of India (SEBI). The Company is taking appropriate action in the matter.

2. Contingent Liabilities not provided for in respect of :

a. Corporate Guarantee on behalf of Subsidiary Company - Emami Realty Ltd for Rs. 200 crores (RY Rs. 100 crore)

b. Income Tax under dispute (Net of advances) of Rs. 52,29,050/- (Rs. 6,39,84,640/-)

3. The Company operates in a single Business Segment i.e Real Estate Development.

4. Previous year''s figures have been rearranged or regrouped wherever necessary.

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Mar 31, 2013

1 The Company operates in a single business segment i.e. Real Estate Development.

2 Contingent Liabilities not provided for in respect of:

a. Corporate Guarantee on behalfofwholly Owned Subsidiary Company - Emami Realty Ltd for Rs. 100 crores

b. Disputed Income Tax ofRs. 6,39,84,640/-

3 Previous year''s figures have been rearranged or regrouped wherever necessary.

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Mar 31, 2012

1 Related party disclosures

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below i) List of related parties where control exists and related parties with whom transactions have taken place and relationships: Name of Related Party Relationship

1. Emami Realty Limited Subsidiary

2. Emami Rainbow Niketan Private Limited Stepdown Subsidiary

3. Bengal Emami Housing Limited Associates of Emami Realty Limited

4. Zandu Realty Limited Associates of Emami Realty Limited

5. Bengal Emami Housing Limited Associates of Emami Realty Limited (wef 27/06/2011) ii) List of Key Management Personnel

1. Shri Rajesh Bagaria

2. Shri Raj K Sureka

iii) Entities where Key Management Personnel and their relatives have significant influence

1. Emami Limited

2. TMTViniyog Limited

3. Emami Estates Private Limited

4. Emami Home Private Limited

5. Emami Properties Private Limited

6. Bengal Emami Housing Limited (upto 26/06/2011)

21. Contingent Liability not provided for in respect of:

Corporate Guarantee on behalf of wholly owned Subsidiary Company - Emami Realty Ltd for Rs. 100 Crores (availed Rs. 50 Crores)

2. The Company has only one Reportable Business Segment i.e "Real Estate"

3. Previous year's figures have been rearranged or regrouped wherever necessary.

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Mar 31, 2011

1. Related Party Transactions : AS -18

Related Parties with whom transactions have taken place during the year:

B. Key Management Personnel:

Shri Rajesh Bagaria

ShriRajKSureka

Shri Mohan Goenka (upto 25th January, 2010)

Shri H. V. Agarwal (upto 25th January, 2010)

C. Other Related Parties with whom transactions have taken place during the year :

i) Entities where Key Management Personnel and their relatives have significant influence

- Emami Limited

- Emami Cement Limited

- Emami Vriddhi Commercial Private Limited

- TMTViniyogan Limited

- Emami Estates Private Limited

- Bengal Emami Housing Ltd.

4. The Company has only one Reportable Business Segment i.e. Real Estate. Therefore, Segment Reporting as per AS -17 notified by Companies (Accounting Standards) Rules, 2006 is not applicable.

5. Previous year's figures have been re-arranged or re-grouped wherever necessary.

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Mar 31, 2010

1. a) In terms of the Scheme of Arrangement (hereinafter referred as "the Scheme") pursuant to provisions of sections 391 to 394 of the Companies Act, 1956, between the Emami Ltd., its Subsidiary Company, The Zandu Pharmaceutical Works Limited (Zandu) and Emami Infrastructure Limited (EIL) and their respective share holders, as approved by the shareholders of the respective Companies in the Court convened meeting held on 11th September, 2009 and sanctioned by the Honourable High Court, Kolkata vide its order dated 17th November, 2009, Realty Undertaking of Emami Ltd., including Emami Realty Limited and Emami Ltds interest in Zandus Non Core Business including Real Estate, is demerged into the Company with effect from the appointed date i.e. 5th November, 2008. The aforesaid scheme is effective from 2nd December, 2009, being the date of filling of the certified copy of the Order of the Honourable High Court, Kolkata with the Registrar of Companies, West Bengal. The scheme has accordingly been given effect to in these financial statements.

b) In terms of the Scheme, the Company has issued Equity Shares to the Shareholders of Emami Limited in proportion to one Equity share of the Company of Rs 2/-each fully paid up for every three equity shares of Emami Limited of Rs 2/- each fully paid up aggregating to 2,40,48,392 equity shares amounting to Rs 4,80,96,784/-.

c) Emami Realty Undertaking with all its Assets and Liabilities pertaining to this division is demerged from Emami Limited on a going concern basis into the Company in terms of the Scheme.

e) Emami Limited has carried on the business and activities of the demerged Emami Realty Undertaking from the appointed date onwards till the effective date and has held and possessed all the assets and properties of the Emami Realty undertaking for and on account of and in trust of the Company. All profit or income accruing or arising to the Company or expenditure or losses arising or incurred by it relating to Emami Realty undertaking from the appointed date i.e. 5th November 2008, till the effective date i.e.2nd December 2009 are for all purposes, treated and deemed to be accrued as the profit or income or expenditure or losses, as the case may be, of the Company and thus accounted for accordingly in these financial statements under the respective heads.

f) In terms of the Scheme, the excess of the net assets of Emami Realty undertaking as reduced by the value of the shares issued to the shareholders of Emami Limited is credited to Capital Reserve.

2. Equity Shares of the Company have been subdivided from one share of Rs. 10/- each to five shares of Rs.2/- each in terms of the Ordinary Resolution passed in the Extraordinary General Meeting held on 03.06.2009.

B. Key Management Personnel:

Shri Rajesh Bagaria (w.e.f 30th April, 2009) Shri Raj K.Sureka (w.e.f 30th April, 2009) Shri Mohan Goenka (upto 25th January, 2010) Shri H. V. Agarwal (upto 25th January, 2010)

C. Other Related Parties with whom transactions have taken place during the year:

Entities where Key Management Personnel and their relatives have significant control

1) Emami Limited

2) Emami Cement Limited

3) Emami Vriddhi Commercial Pvt. Ltd.

4) TMTViniyogan Ltd.

3. The Authorised Capital of the Company has been increased from Rs. 5,00,000/- to Rs. 5,00,00,000/- as per Ordinary Resolution passed in the Extraordinary General Meeting held on 30.11.2009.

4. The Company operates in a single business segment. Therefore, segment reporting as per AS-17 notified by Companies (Accounting Standards) Rules 2006 is not applicable.

5. As the Company does not have liability of long term Employee benefits, disclosures as per AS-15 notified by Companies (Accounting Standards) Rules 2006 are not made.

6. The name of the Company has been changed from "Slick Properties Limited" to "Emami Infrastructure Limited" w.e.f. 01.07.2009 vide fresh Certificate of Incorporation issued by Registrar of Companies, West Bengal.

7. Previous periods figures are not comparable as the effect of the Scheme of Arrangement as referred herein above are given to in these financial statements.

8. Previous periods figures have been rearranged/regrouped wherever necessary.