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Notes to Accounts of Kama Holdings Ltd.

Mar 31, 2016

*out of the above amount a sum of Rs. 1.05 crores has been deposited under protest.

There are no dues of Income-tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on March 31, 2016 on account of disputes.

1. Guarantees provided on behalf of wholly-owned subsidiary KAMA Realty (Delhi) Limited for repayment of loans and interest thereon amount to Rs 28.59 crores (Previous Year Rs 25.73 crores) which is a related party.

The contribution to provident and superannuation funds is made to M/s SRF Limited which maintains separate funds administered by trusts.

The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards.

Reconciliation of opening and closing balances of Defined Benefit Obligations

Superannuation - Defined Contribution Plan

Apart from being covered under the Gratuity Plan described above, the employees of the Company also participate in a defined contribution superannuation plan maintained by the Company. The Company has no further obligations under the plan except making annual contributions based on a specified percentage of each covered employee’s salary. The Company provided an option to the employees to receive the said benefit as cash compensation along with salary in lieu of the superannuation benefit. Thus, no contribution is required to be made for the category of employees who opted to receive the benefit in cash.

Provident Fund - Defined Contribution Plan

All employees are entitled to Provident Fund benefits as per the law. For certain category of employees the Company administers the benefits through a recognized Provident fund trust. For other employees contributions are made to the regional Provident Fund Commissioners as per law. The Government mandates the annual yield to be provided to the employees on their corpus. For the first category of employees (covered by the Trust), the Company has an obligation to make good the shortfall, if any, between the yield on the investments of the trust and the yield mandated by the Government

5. Related Party Transactions

(i) List of related parties and relationships:

(a)

Enterprises that directly, or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the reporting enterprise

(i) KAMA Realty (Delhi) Limited

(ii) Shri Educare Limited

(iii) SRF Limited

(iv) SRF Transnational Holdings Limited

(b)

Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise, and relatives of any such individual

(v) Arun Bharat Ram

(vi) Ashish Bharat Ram

(vii) Kartik Bharat Ram

(viii) Vasvi Bharat Ram

(c)

Key Management Personnel

(ix) Rajat Lakhanpal, Whole Time Director ,Chief Financial Officer, &

*Includes investment of Rs. 6.82 crores (pr. Yr. Rs.Nil) in equity shares of SRF Limited acquired from open market.

2. Tax on distributed profits: The interim dividend to equity shareholders (Rs.9.68 crores) as well as proposed dividend to preference shareholders (Rs.1.03 crores) is paid out of dividend received from the subsidiary (Rs.30.05 crores). No tax is payable under section 115-O of the Income Tax Act, 1961 and hence no provision has been made for dividend distribution tax.

3. The company is a Core Investment Company (CIC) within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011 and does not require registration with Reserve Bank of India under the said directions.

4. The company has only one segment i.e. Core Investments.

5. Previous year figures have been regrouped/ rearranged to accord with current year classification.


Mar 31, 2015

1. Contingent Liabilities

Claims against the Company not acknowledged as debts on account of:

As at As at March 31, 2015 March 31, 2014 Rs./lakhs Rs./lakhs

Income Tax* 340.32 122.23

Under Business Transfer Agreement with SRF Limited for Excise Duty/Sales Tax 2,102.30 2,102.30

*out of the above amount a sum of Rs. 104.83 lakhs has been deposited under protest.

2. The details of dues of Income-tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited as on March 31, 2015 on account of disputes are given below:

Name of Nature of Forum where dispute is the Statute the dues pending



Income Tax Laws Income Tax Upto Commissioner (Appeals)



Name of Period to which the Amount** the Statute amount relates (Rs. in lakhs) (various years covering the period)

Income Tax Laws 2010-2011 5.82

**amount as per demand orders including interest and penalty wherever quantified in the Order.

3. The following matters, which have been excluded from the above table, have been decided in favour of the Company but the department has preferred appeals at higher levels. The details are given below:

Name of Nature of Forum where dispute is the Statute the dues pending



Income Tax Laws Income Tax Supreme Court

High Court

Income Tax Appellate Tribunal (ITAT)



Name of Period to which the Amount** the Statute amount relates (Rs. in lakhs) (various years covering the period)

Income Tax Laws 2007-08 37.43

2003-04 5.57

2003-2010 186.68

Guarantees provided on behalf of wholly-owned subsidiary KAMA Realty (Delhi) Limited for repayment of loans and interest thereon amount to Rs 2,573.19 lakhs (Previous Year Rs 2,086.83 lakhs) which is a related party.

4. Provident Fund - Defined Contribution Plan

All employees are entitled to Provident Fund benefits as per the law. For certain category of employees the Company administers the benefits through a recognized Provident fund trust. For other employees contributions are made to the regional Provident Fund Commissioners as per law. The Government mandates the annual yield to be provided to the employees on their corpus. For the first category of employees (covered by the Trust), the Company has an obligation to make good the shortfall, if any, between the yield on the investments of the trust and the yield mandated by the Government.

5. Related Party Transactions

(i) List of related parties and (i) KAMA Realty (Delhi) Limited relationships:

(a) Enterprises that directly, (ii) Shri Educare Limited or indirectly through one or more intermediaries, control (iii) SRF Limited or are controlled by, or are under common control with, the (iv) KHL Investments Limited reporting enterprise (v) SRF Transnational Holdings Limited

(b) Individuals owning, directly (vi) Arun Bharat Ram or indirectly, an interest in the voting power of the reporting (vii) Ashish Bharat Ram enterprise that gives them control or significant influence over the (viii) Kartik Bharat Ram enterprise, and relatives of any such individual

(c) Key Management Personnel (ix) Rajat Lakhanpal, Whole Time Director, Chief Financial Officer & Company Secretary

6. Tax on distributed profits: The interim dividend to equity shareholders (Rs.967.89 lakhs) as well as proposed dividend to preference shareholders (Rs.103.35 lakhs) is paid out of dividend received from the subsidiary (Rs.3,000.00 lakhs). No tax is payable under section 115-O of the Income Tax Act, 1961 and hence no provision has been made for dividend distribution tax.

7. The company is a Core Investment Company (CIC) within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011 and does not require registration with Reserve Bank of India under said directions.

8. The company has only one segment i.e. Core Investments.

9. Previous year figures have been regrouped/ rearranged to accord with current year classification.


Mar 31, 2014

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts on account.


Mar 31, 2013

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts on account of:

As at March 31, 2013 As at March 31, 2012 Rs./lakhs Rs./lakhs

Income Tax 308.87 540.33

Under Business Transfer Agreement with SRF Limited for Excise Duty/Sales Tax 2,102.30 1,831.81

1.2 Guarantees provided on behalf of wholly-owned subsidiary for repayment of loans and interest thereon amount to Rs 2,382.34 lakhs (Previous Year Rs 2,617.28 lakhs) which is a related party.

2. The Company had entered into Non-Compete Agreements whereby the Company had inter-alia agreed not to engage, directly or indirectly, in the manufacturing and selling thereof as would compete with SRF Ltd in respect of Engineering Plastics and Industrial Yarn, in any country of the world for a period of 5 years from the date of the Business Transfer Agreement, i.e., 1st January 2009.

3. SRF Limited has become subsidiary of the company during the year w.e.f. 03rd August 2012.

4. The company has incorporated a subsidiary namely KHL Investments Limited on 06th August 2012. KHL Investments Limited intends to apply for registration as Non-Banking Finance Company as per regulations/guidelines notified from Reserve Bank of India.

5. Capital Commitment

The company has got capital commitment to pay a sum of Rs.187.50 lakhs (Previous Year Rs.200.00 lakhs) on the units held by it in Asian Healthcare Fund Investment Trust on the basis of as and when further calls are made. Presently units of Rs.100 each are paid up to the extent of Rs.25 each (Previous Year Rs.20 each).

6. Tax on distributed profits

The interim dividend to equity shareholders (Rs.64.53 lakhs) as well as proposed dividend to preference shareholders (Rs.103.35 lakhs) is paid out of dividend received from the subsidiary (Rs.2,904.31 lakhs), no tax is payable under section 115-O of the Income Tax Act, 1961 and hence no provision has been made for dividend distribution tax.

7. Earning Per Equity Share

Annualized earnings per equity share has been calculated based on the net profit after taxation of Rs 3,007.29 lakhs (previous year Rs 3,845.29 lakhs) less dividend to preference shareholders Rs.103.35 lakhs (previous year Rs.103.35 lakhs) and dividend tax thereon Rs.Nil (previous year Rs. 16.77 lakhs) and the average number of equity shares of 6,452,615 (previous year 6,452,615).

Basic earnings per share for the year is Rs. 45.00 (Previous Year Rs. 57.73).

The Company has not issued any financial instruments which have an effect of diluting the earning of equity. Hence diluted earning does not arise.

8. The company is a Core Investment Company (CIC) within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011 and does not require registration with Reserve Bank of India under said directions.

9. The company does not have any other segment.

10. Previous year figures have been regrouped/ rearranged to accord with current year classification


Mar 31, 2012

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts on account of: Rs./lakhs

March 31, 2012 March 31, 2011

Income Tax 540.33 238.27

Under Business Transfer Agreement with SRF Limited for Excise Duty/Sales Tax 1,831.81 1,831.81

1.2 Guarantees provided on behalf of wholly-owned subsidiary for repayment of loans and interest thereon amount to Rs 2,617.28 lakhs (PrYrRs 2,884.42 lakhs).

2. The Company had entered into Non-Compete Agreements whereby the Company had inter-alia agreed not to engage, directly or indirectly, in the manufacturing and selling thereof as would compete with SRF Ltd in respect of Engineering Plastics and Industrial Yarn, in any country of the world for a period of 5 years from the date of the Business Transfer Agreement, i.e., January 1, 2009.

3. Capital Commitment

Kama Holdings Limited has capital commitment for purchase of units of Rs. 200 Lakhs in Asian Healthcare Fund Investment Trust.

4. The Company, being a Systemically Important Core Investment Company under the Core Investment Companies (Reserve Bank) Directions, 2011 issued by Reserve Bank of India, intends to apply for registration during the current year as a Core Investment Company.

The contribution to provident and superannuation funds is made to M/s SRF Limited which maintains separate funds administered by trusts. *The director is entitled to a fixed remuneration irrespective of the profits or losses in accordance with Part II Section II of Schedule XIII to the Companies Act, 1956.

5. Earning Per Equity Share

Annualized earnings per equity share have been calculated based on the net profit after taxation of Rs 3,845.29 lakhs (Pr Yr Rs 5,512.95 lakhs) less dividend to preference shareholders and dividend tax thereon Rs 120.12 lakhs (Pr Yr 120.12 lakhs) and the average number of equity shares of 6,452,615 (Pr Yr 6,452,615).

Basic earnings per share for the year is Rs 57.73 (Pr Yr Rs 83.58).

The Company has not issued any financial instruments which have an effect of diluting the earning of equity. Hence diluted earning does not arise.

6. Previous year figures have been regrouped/rearranged to accord with the Revised Schedule VI.


Mar 31, 2011

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts on account of:

Rs/lakhs 31-Mar-2011 31-Mar-2010

Income Tax 238.27 277.03

Under Business Transfer Agreement with SRF Limited for Excise Duty/Sales Tax 1,831.81 1,841.31

1.2 Guarantees provided on behalf of wholly-owned subsidiary for repayment of loans and interest thereon amount to Rs 2,884.42 lakhs (Pr Yr Rs 6,220 lakhs).

2. The Company had entered into Non-Compete Agreements whereby the Company had inter-alia agreed not to engage, directly or indirectly, in the manufacturing and selling thereof as would compete with SRF Ltd in respect of Engineering Plastics and Industrial Yarn, in any country of the world for a period of 5 years from the date of the Business Transfer Agreement, i.e., 1st January 2009.

3. The Company, being a Systemically Important Core Investment Company under the Core Investment Companies (Reserve Bank) Directions, 2011 issued by Reserve Bank of India, intends to apply for registration as a Core Investment Company.

4. Directors' Remuneration* The contribution to provident and superannuation funds is made to M/s SRF Limited which maintains separate funds administered by trusts.

*The director is entitled to a fixed remuneration irrespective of the profits or losses in accordance with Part II Section II of Schedule XIII to the Companies Act, 1956.

5. Related Party Transactions

(i) List of related parties and relationships:

(a) Enterprises that directly, or - KAMA Realty (Delhi) Ltd. indirectly through one or more - Shri Educare Ltd. intermediaries, control or are - SRF Polymers Investments Ltd. controlled by, or are under common (since dissolved pursuant to control with,the reporting Scheme of Arrangement) enterprise

(b) Associates - - SRF Ltd. - SRF Properties Ltd.

(c) Individuals owning, directly - Manju Bharat Ram or indirectly, an interest in the - Ashish Bharat Ram voting power of the reporting - Kartikeya Bharat Ram enterprise that gives them control or significant influence over the enterprise, and relatives of any such individual

(d) Key Management Personnel - Rajat Lakhanpal, Whole Time Director

(e) Enterprises over which any - Karm Farms Pvt. Ltd. person described in (c) or (d) - Srishti Westend Greens Farms is able to exercise significant Pvt. Ltd influence - Bharat Ram Associates Pvt. Ltd. - Karmav Holdings Pvt. Ltd. - Narmada Farms Pvt. Ltd. (since dissolved pursuant to Scheme of Arrangement) - Bhairav Farms Pvt. Ltd.(since dissolved pursuant to Scheme of Arrangement)

6. Earning Per Equity Share

Annualised earnings per equity share have been calculated based on the net profit after taxation of Rs 5,512.95 lakhs (Pr Yr Rs 973.61 lakhs) less dividend to preference shareholders and dividend tax thereon Rs 120.12 lakhs (Pr Yr Nil) and the average number of equity shares of 6,452,615 (Pr Yr 6,452,615).

Basic and diluted earning per share for the year is Rs 83.58 (Pr Yr Rs 15.09).

7. The Composite Scheme of Arrangement approved by the Hon'ble Delhi High Court vide order dated 24th February 2011 consists of:

a. Demergerof Real Estate Division of Narmada Farms Private Limited (NFPL), Bhairav Farms Private Limited (BFPL) and SRF Polymers Investments Limited (SRFPIL) to Srishti Westend Greens Farms Private Limited, Karm Farms Private Limited and KAMA Realty (Delhi) Limited respectively; and

b. Amalgamation of Investment Division of NFPL, BFPL and SRFPIL into KAMA Holdings Limited

c. Issue of 12,919,412 - 8% Non-cumulative Redeemable Preference Shares of Rs 10 each fully paid up and 4,838,249 equity shares of Rs 10 each fully paid up simultaneous to cancellation of 4,838,249 equity shares of Rs 10 each fully paid up pursuant to Scheme of Arrangement.

with effect from the appointed date, i.e., 01st April 2010 on scheme becoming effective, i.e., 31st March 2011 when a certified copy of the order dated 24th February 2011 was filed with the Registrar of Companies.

d. The amalgamation of Investment Divisions of NFPL, BFPLand SRFPIL into the Company has been done as 'amalgamation in the nature of purchase'. This has given rise to capital reserve of Rs 20,345.06 lakhs.

e. As per conditions imposed by Bombay Stock Exchange Limited (BSE) while granting its 'No Objection' to the Scheme of Arrangement, 1,209,563 equity shares issued to the promoters [out of equity shares allotted in (c) above] have been put under lock-in for a period of three years from the date of listing of new shares on the BSE. The new equity shares issued by the company pursuant to Scheme of Arrangement have been listed on BSE.

8. Previous year figures have been regrouped/recast/rearranged, wherever necessary, to conform to current year classifications.


Mar 31, 2010

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts on account of:

Rs/lakhs

31-Mar-2010 31-Mar-2009

Income Tax 277.03 279.98

1.2 As per Business Transfer Agreement (BTA) with SRF Ltd, the Company has given representations and warranties for the liabilities of Rs 1,813.21 lakhs (Pr Yr Rs 1,821.93 lakhs) and Rs 28.10 lakhs (Pr Yr Rs 28.10 lakhs) respectively towards Excise Duty and Sales Tax.

1.3 Guarantees provided on behalf of wholly-owned subsidiary SRF Polymers Investment Ltd for repayment of loans and interest thereon amount to Rs 6,220 lakhs (Pr Yr Rs 8,401 lakhs). The Company has also pledged Nil (Pr Yr 66,70,795 shares) of SRF Ltd for loan facilities provided to the said wholly-owned subsidiary.

1.4 The Company has given a surety of Rs 5.00 lakhs (Pr Yr Rs 5.00 lakhs) on behalf of SRF Ltd to Delhi Sales Tax Authorities.

2. The Company had entered into Non-Compete Agreements whereby the Company had inter-alia agreed not to engage, directly or indirectly, in the manufacturing and selling thereof as would compete with SRF Ltd in respect of Engineering Plastics and Industrial Yarn, in any country of the world for a period of 5 years from the date of the Business Transfer Agreement, i.e., 1st January 2009. Also refer to the note no. 2.2 regarding contingent liabilities.

3. The Company intends to apply for exemption from registration under section 45-IA of the Reserve Bank of India Act, 1934 after repayment of all public deposits.

4. No provision for taxation is made during the current year as no tax is payable either under the normal provisions of the Act or under provisions of Minimum Alternate Tax.

5. Prior Period Item

The current year profit and loss account includes prior period expenditure of Rs 13.39 lakhs (Pr Yr Rs 388.11 lakhs).

Having regard to the fact that there is a global contribution to gratuity fund and towards leave encashment the amount applicable to an individual employee is not ascertainable and accordingly contribution to gratuity fund and leave encashment have not been considered in above computation.

*The director is entitled to a fixed remuneration irrespective of the profits or losses in accordance with Schedule XIII to the Com- panies Act, 1956.

6. Earning Per Equity Share

Annualised earnings per equity share have been calculated based on the net profit after taxation of Rs 973.61 lakhs (Pr Yr Rs 2,040.38 lakhs) and the average number of equity shares of 6452615 (Pr Yr 6452615). Basic and diluted earning per share for the year is Rs 15.09 (Pr Yr Rs 31.62).

7. The Company has no forex exposure as on 31st March 2010.

8. The Board has approved a Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956 to segregate real estate division and residual undertaking comprising of investment division in different companies resulting in, inter-alia, better investor focus, realize the growth and profitability of these businesses and provide better value to the shareholders of the companies concerned. The Scheme involves: -

a. Demerger of real estate division of SRF Polymers Investments Limited, a wholly owned subsidiary of the Company, to KAMA Realty (Delhi) Limited, another wholly owned subsidiary of the Company.

b. Merger of residual SRF Polymers Investments Limited, a wholly owned subsidiary of the Company into the Company.

c. Demerger of real estate division of Narmada Farms Private Limited and Bhairav Farms Private Limited into Srishti Westend Greens Farms Private Limited and Karm Farms Private Limited respectively.

d. Merger of residual Narmada Farms Private Limited and residual Bhairav Farms Private Limited into the Company.

*Net of sales returns and damaged stocks, etc.

**Includes goods bought out Nil (Pr Yr 412.88 MT)

9. Previous year figures have been regrouped/recast/rearranged, wherever necessary, to conform to current year classifications. The figures for the previous year includes operations of the company in Engineering Plastics and Industrial Yarn Businesses from 01-Apr-2008 to 31-Dec-2008 since these businesses were sold off to SRF Ltd with effect from 01-Jan-2009.

@ Becomes subsidiary of the Company by virtue of wholly owned subsidiary of SRF Polymers Investments Limited.

# Becomes subsidiary of the Company by virtue of wholly owned subsidiary of Shri Educare Limited.

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