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Notes to Accounts of McLeod Russel (India) Ltd.

Mar 31, 2016

1. SCHEMES OF AMALGAMATION/SCHEME OF ARRANGEMENT GIVEN EFFECT TO IN EARLIER YEARS

Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Schemes, such assets and liabilities remain included in the books of the Company under the name of the transferor companies (including other companies which were amalgamated with the transferor companies from time to time).

2. EMPLOYEE BENEFITS:

I. Post Employment Defined Contribution Plans:

During the year an amount of Rs 5357.60 lakhs (31st March 2015 - Rs. 4421.04 lakhs) has been recognized as expenditure towards Defined Contribution plans of the Company.

II. Post Employment Defined Benefit Plans:

a) Gratuity (Funded)

The Company''s gratuity scheme, a defined benefit plan, covers the eligible employees and is administered through certain gratuity fund trusts. Such gratuity funds, whose investments are managed by insurance companies/trustees themselves, make payments to vested employees or their nominees upon retirement, death, incapacitation or cessation of employment, of an amount based on the respective employee''s salary and tenure of employment subject to a maximum limit of Rs. 10.00 lakhs. Vesting occurs upon completion offiveyears ofservice.

b) Superannuation (Funded)

The Company''s Superannuation scheme, a Defined Benefit plan, is administered through trust funds and covers certain categories of employees. Investments of the funds are managed by insurance companies /trustees themselves. Benefits under these plans had been frozen in earlier years with regard to salary levels then prevailing. Upon retirement, death or cessation of employment, Superannuation Funds purchase annuity policies in favor of vested employees or their spouses to secure periodic pension. Such superannuation benefits are based on respective employee''s tenure of employment and salary.

c) StaffPension-TypeA(Funded)

The Company''s Staff Pension Scheme - Type A, a Defined Benefit plan, is administered through a trust fund and covers certain categories of employees. Investments of the fund are managed by Life Insurance Corporation of India. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee''s salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

d) Staff Pension - Type B (Unfunded)

The Company''s Staff Pension Scheme - Type B, a Defined Benefit plan, covers certain categories of employees. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee''s salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

e) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, subject to a monetary limit. The Company has introduced a scheme of re-imbursement of medical expenses to a certain category of employees up to a certain monetary limit. The scheme is in the nature of Defined Benefit plan.

f) Expatriate Pension (Unfunded)

The Company has an informal practice of paying pension to certain categories of retired expatriate employees and in certain cases to their surviving spouses. The scheme is in the nature of Defined Benefit plan.

The estimates of rate of inflation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment sphere.

Plan assets represent investment in various categories. The return on amounts invested with LIC is declared annually by them. Return on amounts invested with Insurance companies, other than LIC, is mostly by way of Net Asset Value declared on units purchased, with some schemes declaring returns annually. Investment in Bonds and Special Deposit carrya fixed rate ofinterest.

The expected return on plan assets is determined after taking into consideration compositionof theplan assets held, assessed risk of asset management and other relevant factors.

g) Provident Fund:

Contributions towards provident funds are recognized as expense for the year. The Company has set up Provident Fund Trusts in respect of certain categories of employees which is administered by Trustees. Both the employees and the Company make monthly contributions to the Funds at specified percentageof theemployee''s salary and aggregate contributions along with interest thereon are paid to the employees/nominees at retirement, death or cessation of employment. The Trusts invest funds following a pattern of investments prescribed by the Government. The interest rate payable to the members of the Trusts is not lower than the rate of interest declared annually by the Government under The Employees'' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.

In terms of the Guidance on implementing Accounting Standard 15 (Revised 2005) on Employee Benefits issued by the Accounting Standard Board of The Institute of Chartered Accountants of India (ICAI), a provident fund set up by the Company is defined benefit plan in view of the Company''s obligation to meet shortfall, if any, on account of interest.

The Actuary has carried out actuarial valuation of plan''s liabilities and interest rate guarantee obligations as at the balance sheet date using Project Unit Credit Method and Deterministic Approach as outlined in the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate obligation of the Company as at the balance sheet date. Further during the year, the Company''s contribution of Rs. 332.10 lakhs (31st March 2015 -Rs. 386.59 lakhs) to the Provident Fund Trust has been expensed under the ''Contribution to Provident and Other Funds''. Disclosures given hereunder are restricted to the information available as per the Actuary''s report.

b) Guarantees given on behalf of a subsidiary - Rs. 26616.63 lakhs (31st March 2015 - Rs. 24658.50 lakhs); Year-end balance of loan Rs. 15268.87 lakhs (31st March 2015 - Rs. 15947.08 lakhs).

c) Bank Guarantees - Rs. 158.01 lakhs (31st March 2015 - Rs. 123.96 lakhs)

d) Bills Discounted - Rs. 1719.04 lakhs (31st March 2015- Rs. 1203.58 lakhs)

It is not practicable forthe company to estimate the timingsof thecash outflows, ifany, in respect oftheabove pending resolution of the same.

The company does not expect any reimbursement in respect of the above contingent liabilities.

3. COMMITMENTS

a) Estimated Capital Commitment on account of contracts remaining to be executed and not provided for at the year-end is Rs. 1116.75 lakhs (31st March 2015 - Rs. 2670.27 lakhs). Such commitment, net of advances, is Rs. 352.52 lakhs (31st March 2015 - Rs. 779.23 lakhs).

b) The Company has undertaken to continue to directly hold 100% (31st March 2015 - 100%) of the shares in the share capital of Borelli Tea Holdings Limited (BTHL) in connection with the Senior Term Loan facility of EURO 6.00 million (31st March 2015 - EURO 6.00 million) obtained by BTHL from ICICI Bank UK PLC, Frankfurt.

c) In connection with a Term Loan of Rs. 5000.00 lakhs (31st March 2015 - Rs. 5000.00 lakhs) taken by McNally Bharat Engineering Company Limited (MBECL) from one of its Bankers, the Company has furnished a Non-Disposal Undertaking in respect of its present and future holding of shares in MBECL to remain valid so long as any monies remain due by MBECL in respect of the said loan to the said bank.

4. BUSINESS SEGMENT

The Company is primarily engaged in the business of cultivation, manufacture and sale of tea and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company.

Geographical (Secondary) Segments

The geographical segments have been identified as follows:

5. Information given in accordancewith the requirementofAccountingStandard 18on Related Party Disclosures prescribed under the Act : -a) List of Related Parties Where control exists:

- Subsidiaries:

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

McLeod Russel Uganda Limited (MRUL)

Gisovu Tea Company Limited (GTCL)

McLeod Russel Middle East DMCC (MRME)

McLeod Russel Africa Limited (MRAL)

Pfunda Tea Company Limited (PTCL)

Others: - Associates:

D1 Williamson Magor Bio Fuel Limited (D1)

- Key Management Personnel

Managing Director Mr. AdityaKhaitan (AK)

Wholetime Directors Mr. Rajeev Takru (RT)

Mr. AzamMonem (AM)

Mr. Kamal Kishore Baheti (KKB)

- Relatives of Key Management Personnel with whom transactions took place during the year.

Mr. Brij Mohan Khaitan (BMK) Father of Mr. AdityaKhaitan

Mrs. Shanti Khaitan (SK) (died on 25th February, 2016) Mother of Mr. AdityaKhaitan

Mrs. KavitaKhaitan (KK) Wife of Mr. AdityaKhaitan

Mr. Deepak Khaitan (DK) (died on 9th March, 2015) Brother of Mr. AdityaKhaitan

Mrs. ZubeenaMonem (ZM) Wife of Mr. AzamMonem

The above remuneration of Managing Director (AK) and Whole time directors (RT, AM, KKB) is in accordance with the Shareholders'' approval obtained at the Sixteenth AGM of the Company held on 23rd July, 2014 together with special resolution passed by way of Postal Ballot on 1st October, 2015.

However, due to inadequacy of profit of the Company during the year 2015-16, the above remuneration has exceeded the limit prescribed under section 197 of the Companies Act, 2013 in anticipation of which the Company has applied to the Central Government seeking its approval to the above remuneration.

6. In connection with an overseas acquisition of a subsidiary in 2005, the Income Tax authority had raised a demand of Rs.5278 lakhs during the year 2009-10 on the Company on account of alleged non-deduction of tax at source and interest thereon pertaining to the transaction. The Company challenged the said demand before the appropriate authorities and the matter is pending. Further, the Company has obtained a stay against the said demand from the Hon''ble High Court of Calcutta. The Company deposited Rs. 700.00 lakhs during the year 2011-12 with Income Tax Authority under protest (Refer Note 19). In any event, as per the related Share Purchase Agreement, Capital Gain tax or other tax, if any, relating to sale of shares etc. is to be borne by the seller and not the Company.

7. Revenue Expenditure on Research and Development Rs. 132.67 lakhs (31st March 2015 - Rs. 131.90 lakhs) represent subscription to Tea Research Association.

8. There are no outstanding dues of Micro and Small Enterprises (MSEs) based on information available with the Company.

9. Salaries and Wages excludes Rs. 801.57 lakhs (31st March 2015 - Rs. 915.06 lakhs) and Stores and Spares consumed excludes Rs. 3268.47 lakhs (31st March 2015 - Rs. 3499.44 lakhs) debited to other accounts.

10. DetailsofLoansand Guaranteesgiven covered under section 186(4)ofthe CompaniesAct, 2013

During the year, the Company has given Interest bearing (which is not lower than prevailing yield of related Government Security

close to the tenure of respective loans) loans to certain parties for their business purposes, which is repayable on demand ;

- Williamson Magor& Co. Ltd. - Rs. 4875 lakhs (31st March 2015 - Nil) at the year end and maximum amount outstanding during the year Rs. 18125 lakhs (31st March 2015 - Rs. 14400 lakhs).

- Babcock Borsig Ltd. - Rs. 3950 lakhs (31st March 2015 - Nil) at the year end and maximum amount outstanding during the year Rs. 19700 lakhs (31st March 2015 - Rs. 11300 lakhs).

- Borelli Tea Holdings Ltd. - Rs. 3100 lakhs (31st March 2015 - 4400 lakhs) at the year end and maximum amount outstanding during the year Rs. 4900 lakhs (31st March 2015 - Rs. 4400 lakhs).

- Williamson Financial Services Ltd. - Rs. 5100 lakhs (31st March 2015 - Rs. 3800 lakhs) at the year end and maximum amount outstanding during the year Rs. 19650 Lakhs (31st March 2015 - Rs. 9250 lakhs).

- McNally Bharat Engg. Co. Ltd. - Rs.7225 lakhs (31st March 2015 - Nil) at the year end and maximum amount outstanding during the year Rs. 20179 lakhs (31st March 2015 - Nil).

During the year 2014-15, the company had given Guarantee of USD 33 million (equivalent Rs.20628.30 lakhs) to a bank in respect of loans availed / to be availed by Borelli Tea Holdings Ltd. (wholly owned subsidiary) for its business purpose. The guarantee would continue till full repayment of the loans by the subsidiary.

11. Corporate Social Responsibility Expenditure

(a) Gross amount required to be spent by the company during the year : Rs. 366.19 lakhs

(b) Amount spent during the year on :

12. Previous yearfigures have been reclassified to conform to this year’s classification.


Mar 31, 2014

1. Schemes of Amalgamation/Scheme of Arrangement given effect to in earlier years

Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Schemes, such assets and liabilities remain included in the books of the Company under the name of the transferor companies (including other companies which were amalgamated with the transferor companies from time to time).

2. Employee Benefits:

I. Post Employment Defined Contribution Plans:

During the year an amount of Rs.3900.82 lakhs (31st March 2013 - Rs.3602.80 lakhs) has been recognised as expenditure towards Defined Contribution plans of the Company.

II. Post Employment Defined Benefit Plans:

a) Gratuity (Funded)

The Company''s gratuity scheme, a Defined Benefit Plan, covers the eligible employees and is administered through certain gratuity fund trusts. Such gratuity funds, whose investments are managed by insurance companies/trustees themselves, make payments to vested employees or their nominees upon retirement, death, incapacitation or cessation of employment, of an amount based on the respective employee''s salary and tenure of employment subject to a maximum limit of Rs.10.00 lakhs. Vesting occurs upon completion of five years of service.

b) Superannuation (Funded)

The Company''s Superannuation scheme, a Defined Benefit Plan, is administered through trust funds and covers certain categories of employees. Investments of the funds are managed by insurance companies/ trustees themselves. Benefits under these plans had been frozen in earlier years with regard to salary levels then prevailing. Upon retirement, death or cessation of employment, Superannuation Funds purchase annuity policies in favour of vested employees or their spouses to secure periodic pension. Such superannuation benefits are based on respective employee''s tenure of employment and salary.

c) Staff Pension-Type A (Funded)

The Company''s Staff Pension Scheme - Type A, a Defined Benefit Plan, is administered through a trust fund and covers certain categories of employees. Investments of the fund are managed by Life Insurance Corporation of India. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee''s salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

d) Staff Pension- Type B (Unfunded)

The Company''s Staff Pension Scheme - Type B, a Defined Benefit Plan, covers certain categories of employees. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee''s salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

e) Medical Insurance Premium Reimbursement (Unfunded)

The Company has a scheme of reimbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, subject to a monetary limit. The Company has introduced a scheme of reimbursement of medical expenses to a certain category of employees up to a certain monetary limit. The scheme is in the nature of Defined Benefit Plan.

f) Expatriate Pension (Unfunded)

The Company has an informal practice of paying pension to certain categories of retired expatriate employees and in certain cases to their surviving spouses. The scheme is in the nature of Defined Benefit Plan.

g) Provident Fund:

Contributions towards provident funds are recognised as expense for the year. The Company has set up Provident Fund Trusts in respect of certain categories of employees which is administered by Trustees. Both the employees and the Company make monthly contributions to the Funds at specified percentage of the employee''s salary and aggregate contributions along with interest thereon are paid to the employees/ nominees at retirement, death or cessation of employment. The Trusts invest funds following a pattern of investments prescribed by the Government. The interest rate payable to the members of the Trusts is not lower than the rate of interest declared annually by the Government under The Employees'' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.

In terms of the Guidance on implementing Accounting Standard 15 (Revised 2005) on Employee Benefits issued by the Accounting Standard Board of The Institute of Chartered Accountants of India (ICAI), a provident fund set up by the Company is defined benefit plan in view of the Company''s obligation to meet shortfall, if any, on account of interest.

The Actuary has carried out actuarial valuation of plan''s liabilities and interest rate guarantee obligations as at the balance sheet date using Project Unit Credit Method and Deterministic Approach as outlined in the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate obligation of the Company as at the balance sheet date. Further during the year, the Company''s contribution of Rs.282.70 lakhs (31st March 2013 - Rs.284.90 lakhs) to the Provident Fund Trust has been expensed under the "Contribution to Provident and Other Funds". Disclosures given hereunder are restricted to the information available as per the Actuary''s report.

3. Contingent liabilities

a) Claims against the Company not acknowledged as debts : -

31st March 2014 31st March 2013 Rs. Lakhs Rs. Lakhs

Sales Tax - 52.14

Electricity Dues 45.17 29.27

Excise Duty 10.75 -

Provident Fund 68.43 68.43

Income Tax 1272.57 150.10

Service Tax 70.13 70.13

b) Guarantees given on behalf of a subsidiary - Rs.4947.27 lakhs (31st March 2013 - Rs.12213.00 lakhs); Year end utilisation Rs.4947.27 lakhs (31st March 2013 - Rs.4094.58 lakhs).

c) Bank Guarantees Rs.86.58 lakhs (31st March 2013 - Rs.117.58 lakhs)

d) Bills Discounted - Rs.8057-93 lakhs (31st March 2013- Rs.9490.76 lakhs)

4. TAXATION

Current Tax charge for the year has been reckoned after taking into account, benefit under Section 33AB of the Income Tax Act, 1961 (which are available on timely deposit of required amount with development bank).

5.COMMITMENTS

a) Estimated Capital Commitment on account of contracts remaining to be executed and not provided for at the year-end is Rs.1625.26 lakhs (31st March 2013 - Rs.1431.11 lakhs). Such commitment, net of advances, is Rs.1163.65 lakhs (31st March 2013 - Rs.731.97 lakhs).

b) The Company has undertaken to continue to directly hold 10096 of all the shares in the share capital of Borelli

Tea Holdings Limited (BTHL) in connection with the Senior Term Loan facility of EURO 6.00 million obtained by BTHL from ICICI Bank UK PLC, Frankfurt.

c) In connection with a Term Loan of Rs.5000.00 lakhs taken by McNally Bharat Engineering Company Limited (MBECL) from one of its Bankers, the Company has furnished a Non-Disposal Undertaking in respect of its present and future holding of shares in MBECL to remain valid so long as any monies remain due by MBECL in respect of the said loan to the said bank.

6. BUSINESS SEGMENT

The Company is primarily engaged in the business of cultivation, manufacture and sale of tea and is managed organisationally as a single unit. Accordingly, the Company is a single business segment company.

7. Information given in accordance with the requirement of Accounting Standard 18 on Related Party Disclosures prescribed under the Act: - a) list of Related Parties Where control exists:

- Subsidiaries:

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

McLeod Russel Uganda Limited (MRUL)

Gisovu Tea Company Limited (GTCL)

McLeod Russel Middle East DMCC (MRME)

McLeod Russel Africa Limited (MRAL) (w.e.f. 20th May 2013)

Others:

- Associates:

Dl Williamson Magor Bio Fuel Limited (Dl)

- Key Management Personnel

Managing Director Mr. Aditya Khaitan (AK)

Wholetime Directors Mr. Rajeev Takru (RT)

Mr.AzamMonem(AM) Mr.KamalKishoreBaheti(KKB)

- Relatives of Key Management Personnel with whom transactions took place during the year.

Mr. Brij Mohan Khaitan (BMK) Father of Mr. Aditya Khaitan

Mr. Deepak Khaitan (DK) Brother of Mr. Aditya Khaitan

8. In connection with an overseas acquisition of a subsidiary in 2005, the Income Tax authority had raised a demand of Rs.5278 lakhs during the year 2009-10 on the Company on account of alleged non-deduction of tax at source and interest thereon pertaining to the transaction. The Company challenged the said demand before the appropriate authorities and the matter is pending. Further, the Company has obtained a stay against the said demand from the Hon''ble High Court of Calcutta. The Company deposited Rs.700.00 lakhs during the year 2011-12 with Income Tax Authority under protest (Refer Note 19). In any event, as per the related Share Purchase Agreement, Capital Gain tax or other tax, if any, relating to sale of shares etc. is to be borne by the seller and not the Company.

9. Revenue Expenditure on Research and Development Rs.109.49 lakhs (31st March 2013 - Rs.110.43 lakhs) represent subscription to Tea Research Association.

10. There are no outstanding dues of Micro and Small Enterprises (MSEs) based on information available with the Company.

11. Salaries and Wages excludes Rs.825.78 lakhs (31st March 2013 - Rs.782.67lakhs) and Stores and Spares consumed excludes Rs.3ii3.55 lakhs (31st March 2013 - Rs.2712.46 lakhs) debited to other accounts.

12. There are certain overdue loans and advances, interest accrued on loans and other recoverable items aggregating Rs.4351.42 lakhs and as a measure of prudence and in the management''s best judgement, the same amount was also held in provision for contingency as on 31st March 2013. After continued persuasion for recovery of aforesaid dues, the management has considered that possibility of recovery is doubtful and accordingly, the said contingency provision has been made as specific provision to the extent of respective overdue balances as on 31st March, 2014.

13. Previous year figures have been reclassified to conform to this year''s classification.


Mar 31, 2013

1. Schemes of Amalgamation/Scheme of Arrangement given eff ect to in earlier years

Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Schemes, such assets and liabilities remain included in the books of the Company under the name of the transferor companies (including other companies which were amalgamated with the transferor companies from time to time).

2. Employee Benefi ts :

I. Post Employment Defi ned Contribution Plans:

During the year an amount of Rs. 3602.80 lakhs (31st March 2012 - Rs. 3239.20 lakhs) has been recognised as expenditure towards Defi ned Contribution plans of the Company.

II. Post Employment Defi ned Benefi t Plans:

a) Gratuity (Funded)

T e Company''s gratuity scheme, a defi ned benefi t plan, covers the eligible employees and is administered through certain gratuity fund trusts. Such gratuity funds, whose investments are managed by insurance companies/trustees themselves, make payments to vested employees or their nominees upon retirement, death, incapacitation or cessation of employment, of an amount based on the respective employee''s salary and tenure of employment subject to a maximum limit of Rs. 10.00 lakhs. Vesting occurs upon completion of fi ve years of service.

b) Superannuation (Funded)

T e Company''s Superannuation scheme, a Defi ned Benefi t plan, is administered through trust funds and covers certain categories of employees. Investments of the funds are managed by insurance companies / trustees themselves. Benefi ts under these plans had been frozen in earlier years with regard to salary levels then prevailing with the exception of a few employees. Upon retirement, death or cessation of employment, Superannuation Funds purchase annuity policies in favour of vested employees or their spouses to secure periodic pension. Such superannuation benefi ts are based on respective employee''s tenure of employment and salary.

c) Staff Pension – Type A (Funded)

T e Company''s Staff Pension Scheme – Type A, a Defi ned Benefi t plan, is administered through a trust fund and covers certain categories of employees. Investments of the fund are managed by Life Insurance Corporation of India. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee''s salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

d) Staff Pension – Type B (Unfunded)

T e Company''s Staff Pension Scheme – Type B, a Defi ned Benefi t plan, covers certain categories of employees. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee''s salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

e) Medical Insurance Premium Re-imbursement (Unfunded)

T e Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, subject to a monetary limit. T e Company has introduced a scheme of re-imbursement of medical expenses to a certain category of employees up to a certain monetary limit. T e scheme is in the nature of Defi ned Benefi t plan.

f) Expatriate Pension (Unfunded)

T e Company has an informal practice of paying pension to certain categories of retired expatriate employees and in certain cases to their surviving spouses. T e scheme is in the nature of Defi ned Benefi t plan.

T e following Tables sets forth the particulars in respect of aforesaid Defi ned Benefi t plans of the Company for the year ended 31st March 2013 and corresponding fi gures for the previous year.

g) Provident Fund:

Contributions towards provident funds are recognised as expense for the year. T e Company has set up Provident Fund Trusts in respect of certain categories of employees which is administered by Trustees. Both the employees and the Company make monthly contributions to the Funds at specifi ed percentage of the employee''s salary and aggregate contributions along with interest thereon are paid to the employees/nominees at retirement, death or cessation of employment. T e Trusts invest funds following a pattern of investments prescribed by the Government. T e interest rate payable to the members of the Trusts is not lower than the rate of interest declared annually by the Government under T e Employees'' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.

In terms of the Guidance on implementing Accounting Standard 15 (Revised 2005) on Employee Benefi ts issued by the Accounting Standard Board of T e Institute of Chartered Accountants of India (ICAI), a provident fund set up by the Company is defi ned benefi t plan in view of the Company''s obligation to meet shortfall, if any, on account of interest.

T e Actuary has carried out actuarial valuation of plan''s liabilities and interest rate guarantee obligations as at the balance sheet date using Project Unit Credit Method and Deterministic Approach as outlined in the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate obligation of the Company as at the balance sheet date. Further during the year, the Company''s contribution of Rs. 284.90 lakhs (31st March 2012 – Rs. 237.07 lakhs) to the Provident Fund Trust has been expensed under the "Contribution to Provident and Other Funds''. Disclosures given hereunder are restricted to the information available as per the Actuary''s report.

3. T ere are certain overdue loans and advances, interest accrued on loans and other recoverable items aggregating Rs. 4351.42 lakhs (31st March 2012 - Rs. 4351.42 lakhs). T ese advances became overdue on account of the sluggish market conditions and the resultant diffi culty in liquidating the assets by these parties. T e management is actively continuing to pursue options for recovery of these loans and advances. As a measure of prudence, and in the management''s best judgement Rs. 4351.42 lakhs (31st March 2012 - Rs. 4351.42 lakhs) is being held in provision for contingency, for overdue loans and advances etc. at the year end. (Refer Note 6).

4. Contingent Liabilities

a) Claims against the Company not acknowledged as debts : -

31st March 2013 31st March 2012 Rs. Lakhs Rs. Lakhs

Sales Tax 52.14 26.37

Electricity Dues 29.27 29.27

Assam Pollution Control Board 7.41

Provident Fund 68.43 68.43

Income Tax 150.10 247.65

Service Tax 70.13 75.48

Others 0.86

b) Guarantees given on behalf of a subsidiary - Rs. 12213.00 lakhs (31st March 2012 - Rs. 11445.75 lakhs); Year end utilisation Rs. 4094.58 lakhs (31st March 2012 – Rs. 7089.93 lakhs).

c) Bank Guarantees Rs. 117.58 lakhs (31st March 2012 - Rs. 102.94 lakhs)

d) Bills Discounted – Rs. 9490.76 lakhs (31st March 2012– Rs. 1014.45 lakhs)

5. TAXATION

Current Tax charge for the year has been reckoned after taking into account, benefi t under Section 33AB of the Income Tax Act, 1961 (which are available on timely deposit of required amount with development bank).

6. COMMITTMENTS

Estimated Capital Commitment on account of contracts remaining to be executed and not provided for at the year-end is Rs. 1431.11 lakhs (31st March 2012 - Rs. 3230.22 lakhs). Such commitment, net of advances, is Rs. 731.97 lakhs (31st March 2012 - Rs. 1515.42 lakhs).

7. BUSINESS SEGMENT

T e Company is primarily engaged in the business of cultivation, manufacture and sale of tea and is managed organisationally as a single unit. Accordingly, the Company is a single business segment company.

Geographical (Secondary) Segments

T e geographical segments have been identifi ed as follows :

8. Information given in accordance with the requirement of Accounting Standard 18 on Related Party Disclosures prescribed under the Act : - a) List of Related Parties Where control exists:

- Subsidiaries :

Borelli Tea Holdings Limited (BTHL) Phu Ben Tea Company Limited (PBTCL) Rwenzori Tea Investments Limited (RTI) McLeod Russel Uganda Limited (MRUL) Olyana Holdings LLC (Olyana) (upto 25th June 2012) Gisovu Tea Company Limited (GTCL) McLeod Russel Middle East (MRME) Others:

- Associates :

D1 Williamson Magor Bio Fuel Limited (D1)

- Key Management Personnel

Managing Director Mr. Aditya Khaitan (AK)

Wholetime Directors Mr. R. Takru (RT)

Mr. A. Monem (AM)

Mr. K. K. Baheti (KKB)

- Relatives of Key Management Personnel with whom transactions took place during the year.

Mr. B. M. Khaitan (BMK) Father of Mr. A. Khaitan Mr. D. Khaitan (DK) Brother of Mr. A. Khaitan

9. During the year 2012-13, a tea-manufacturing factory has been taken on non-cancellable operating lease for period from 1st January 2013 to 31st December 2017. T e Lease Rent charged in Profi t & Loss Statement and future lease commitments are:

10. In connection with an overseas acquisition of a subsidiary in 2005, the Income Tax authority had raised a demand of Rs.5278 lakhs during the year 2009-10 on the Company on account of alleged non-deduction of tax at source and interest thereon pertaining to the transaction. T e Company has challenged the said demand before the appropriate authorities and the matter is pending. Further, the Company has obtained a stay against the said demand from the Hon''ble High Court of Calcutta. T e Company has deposited Rs. 700.00 lakhs during the year 2011-12 with Income Tax Authority under protest (Refer Note 19). In any event, as per the related Share Purchase Agreement, Capital Gain tax or other tax, if any, relating to sale of shares etc. is to be borne by the seller and not the Company.

11. Revenue Expenditure on Research and Development Rs. 110.43 lakhs (31st March 2012 - Rs. 113.89 lakhs) represent subscription to Tea Research Association.

12. T ere are no outstanding dues of Micro and Small Enterprises (MSEs) based on information available with the Company.

13. Salaries and Wages excludes Rs. 782.67 lakhs (31st March 2012 - Rs. 1080.81 lakhs) and Stores and Spares consumed excludes Rs. 2712.46 lakhs (31st March 2012 - Rs. 2532.97 lakhs) debited to other accounts.

14. Items of Expenditure in the Profi t and Loss Statement include reimbursements to and by the Company.

15. Previous year fi gures have been reclassifi ed to conform to this year''s classifi cation.


Mar 31, 2012

Rights, preferences and restrictions attached to Shares

(a) The Company has only one class of shares referred to as Equity Shares having a par value of Rs. 5/- per share. Each shareholder is eligible for one vote per share held. The Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(b) Details of Equity Shares held by shareholders holding more than 5 per cent of the Equity Shares in the Company

(a) Represents a free reserve not meant for any specific purpose.

(b) Represents the balance amount of reserve which had arisen on transfer of Bulk Tea Division of Eveready Industries India Limited.

(a) Conveyance deed is pending execution for Jaibirpara Tea estate for Rs. 293 lakhs (31.03.11 - Rs. 293 lakhs)

(c) Represents cost of proportionate share of undivided land pertaining to certain portion of multistoried building

(a) The above represents the trade mark (Brand - WM logo) acquired in January 2005 and the same is being amortised under straight line method over a working life of 20 years on prudent basis based on the valuation obtained by the management, considering the factors like effective life/utility.

1. Schemes of Amalgamation/Scheme of Arrangement given effect to in earlier years Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Schemes, such assets and liabilities remain included in the books of the Company under the name of the transferor companies (including other companies which were amalgamated with the transferor companies from time to time).

2. Employee Benefits :

I. Post Employment Defined Contribution Plans:

During the year an amount of Rs. 3239.20 lakhs (31st March 2011 - Rs. 2738.73 lakhs) has been recognised as expenditure towards Defined Contribution plans of the Company.

II. Post Employment Defined Benefit Plans:

(a) Gratuity (Funded)

The Company's gratuity scheme, a defined benefit plan, covers the eligible employees and is administered through certain gratuity fund trusts. Such gratuity funds, whose investments are managed by insurance companies/trustees themselves, make payments to vested employees or their nominees upon retirement, death, incapacitation or cessation of employment, of an amount based on the respective employee's salary and tenure of employment subject to a maximum limit of Rs. 10.00 lakhs. Vesting occurs upon completion of five years of service.

(b) Superannuation (Funded)

The Company's Superannuation scheme, a Defined Benefit plan, is administered through trust funds and covers certain categories of employees. Investments of the funds are managed by insurance companies /trustees themselves. Benefits under these plans had been frozen in earlier years with regard to salary levels then prevailing with the exception of a few employees. Upon retirement, death or cessation of employment, Superannuation Funds purchase annuity policies in favour of vested employees or their spouses to secure periodic pension. Such superannuation benefits are based on respective employee's tenure of employment and salary.

(c) Staff Pension – Type A (Funded)

The Company's Staff Pension Scheme – Type A, a Defined Benefit plan, is administered through a trust fund and covers certain categories of employees. Investments of the fund are managed by Life Insurance Corporation of India. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee's salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

(d) Staff Pension – Type B (Unfunded)

The Company's Staff Pension Scheme – Type B, a Defined Benefit plan, covers certain categories of employees. Pursuant to the scheme, monthly pension is paid to the vested employee or his/her nominee upon retirement, death or cessation of service based on the respective employee's salary and tenure of employment subject to a limit on the period of payment in case of nominee. Vesting occurs upon completion of twenty years of service.

(e) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, subject to a monetary limit. The Company has introduced a scheme of re-imbursement of medical expenses to a certain category of employees up to certain monetary limit. The scheme is in the nature of Defined Benefit plan.

(f) Expatriate Pension (Unfunded)

The Company has an informal practice of paying pension to certain categories of retired expatriate employees and in certain cases to their surviving spouses. The scheme is in the nature of Defined Benefit plan.

The following Tables sets forth the particulars in respect of aforesaid Defined Benefit plans of the Company for the year ended 31st March 2012 and corresponding figures for the previous year.

The estimates of rate of inflation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment sphere.

Plan assets represent investment in various categories. The return on amounts invested with LIC is declared annually by them. Return on amounts invested with Insurance companies, other than LIC, is mostly by way of Net Asset Value declared on units purchased, with some schemes declaring returns annually. Investment in Bonds and Special Deposit carry a fixed rate of interest.

The expected return on plan assets is determined after taking into consideration composition of the plan assets held, assessed risk of asset management and other relevant factors.

(g) Provident Fund:

Contributions towards provident funds are recognised as expense for the year. The Company has set up Provident Fund Trusts in respect of certain categories of employees which is administered by Trustees. Both the employees and the Company make monthly contributions to the Funds at specified percentage of the employee's salary and aggregate contributions along with interest thereon are paid to the employees/nominees at retirement, death or cessation of employment. The Trusts invest funds following a pattern of investments prescribed by the Government. The interest rate payable to the members of the Trusts is not lower than the rate of interest declared annually by the Government under The Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.

In terms of the Guidance on implementing Accounting Standard 15 (Revised 2005) on Employee Benefits issued by the Accounting Standard Board of The Institute of Chartered Accountants of India (ICAI), a provident fund set up by the Company is defined benefit plan in view of the Company's obligation to meet shortfall, if any, on account of interest.

Unlike in earlier years, the Actuary has carried out actuarial valuation of plan's liabilities and interest rate guarantee obligations as at the balance sheet date using Project Unit Credit Method and Deterministic Approach as outlined in the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate obligation of the Company as at the balance sheet date. Further during the year, the Company's contribution of Rs. 237.07 lakhs (31st March 2011 – Rs. 189.10 lakhs) to the Provident Fund Trust has been expensed under the "Contribution to Provident and Other Funds". Disclosures given hereunder are restricted to the information available as per the Actuary's report.

3. There are certain overdue loans and advances, interest accrued on loans and other recoverable items aggregating Rs. 4351.42 lakhs (31st March 2011 - Rs. 4351.42 lakhs). These advances became overdue on account of the sluggish market conditions and the resultant difficulty in liquidating the assets by these parties. The management is actively continuing to pursue options for recovery of these loans and advances. As a measure of prudence, and in the management's best judgement Rs. 4351.42 lakhs (31st March 2011 - Rs. 4351.42 lakhs) is being held in provision for contingency, for overdue loans and advances etc. at the year end. (Refer Note 6).

4. Contingent Liabilities

(a) Claims against the Company not acknowledged as debts : -

31st March 2012 31st March 2011 Rs. Lakhs Rs. Lakhs

Sales Tax 26.37 26.37

Electricity Dues 29.27 32.47

Assam Pollution Control Board 7.41 7.41

Provident Fund 68.43 68.43

Income Tax 247.65 79.49

Service Tax 75.48 75.48

Others 0.86 4.95

(b) Guarantees given on behalf of a subsidiary - Rs. 11445.75 lakhs (31st March 2011 - Rs. 11745.46 lakhs); Year end utilisation Rs. 7089.93 lakhs (31st March 2011 – Rs. 7938.19 lakhs).

(c) Bank Guarantees Rs. 102.94 lakhs (31st March 2011 - Rs. 83.28 lakhs)

(d) Bills Discounted – Rs. 1014.45 lakhs (31st March 2011– Rs. 2445.65 lakhs)

5. TAXATION

Current Tax charge for the year has been reckoned after taking into account, benefit under Section 33AB of the Income Tax Act, 1961 (which are available on timely deposit of required amount with development bank).

6. COMMITTMENTS

Estimated Capital Commitment on account of contracts remaining to be executed and not provided for at the year-end is Rs. 3230.22 lakhs (31st March 2011 - Rs. 1030.07 lakhs). Such commitment, net of advances, is Rs. 1515.42 lakhs (31st March 2011 - Rs. 494.44 lakhs).

7. Business Segment

The Company is primarily engaged in the business of cultivation, manufacture and sale of tea and is managed organisationally as a single unit. Accordingly, the Company is a single business segment company.

8. Information given in accordance with the requirement of Accounting Standard 18 on Related Party Disclosures prescribed under the Act : -

(a) List of Related Parties Where control exists:

- Subsidiaries :

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

McLeod Russel Uganda Limited (MRUL)

Olyana Holdings LLC (OLYANA)

Gisovu Tea Company Limited (GTCL) (w.e.f. 23rd February 2011)

McLeod Russel Middle East [MRME (DMCC)] (w.e.f. 9th May 2011)

Others:

- Associates :

D1 Williamson Magor Bio Fuel Limited (D1) Babcock Borsig Limited (BBL) (upto 28th March 2012)

9. In connection with an overseas acquisition of a subsidiary in 2005, the Income Tax authority had raised a demand of Rs.5278 lakhs during the year 2009-10 on the Company on account of alleged non-deduction of tax at source and interest thereon pertaining to the transaction. The Company has challenged the said demand before the appropriate authorities and the matter is pending. Further, the Company has obtained a stay against the said demand from the Hon'ble High Court of Calcutta. The Company has deposited Rs. 700.00 lakhs (31st March 2011 – Rs. Nil) during the year with Income Tax Authority under protest (Refer Note 19). In any event, as per the related Share Purchase Agreement, Capital Gain tax or other tax, if any, relating to sale of shares etc. is to be borne by the seller and not the Company.

10. Intangible Assets under Development

This represents Computer Software (acquired) which is under development.

11. Salaries and Wages excludes Rs. 1080.81 lakhs (31st March 2011 - Rs. 1003.02 lakhs) and Stores and Spares consumed excludes Rs. 2532.97 lakhs (31st March 2011 - Rs. 2396.75 lakhs) debited to other accounts.

12. Items of Expenditure in the Profit and Loss Statement include reimbursements to and by the Company.

13. Exceptional Items comprise provision for diminution in carrying amount other than temporary Rs. 1500 lakhs (2010-11 – Rs. Nil) of long – term investments in respect of an associate of the Company and profit on disposal of investments Rs. 118.03 lakhs (2010-11 – Rs. Nil) in respect of another associate.

14. The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31st March, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification.

a) The above Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard 3 on Cash Flow Statement prescribed under the Companies Act, 1956.

b) Also refer Note 53 to the Financial Statements.

c) Notes referred to above form an integral part of the Cash Flow Statement.


Mar 31, 2011

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts :

31st March 2011 31st March 2010

Rs. Lakhs Rs. Lakhs

Sales Tax : 26.37 27.53

Electricity Dues 32.47 29.27

Assam Pollution Control Board 7.41 9.92

Provident Fund 68.43 68.43

Income Tax 79.49 84.59

Service Tax 75.48 -

Others 4.95 12.84

1.2 (a) Guarantees given on behalf of other companies to bank, Financial institutions etc. -

limit Rs. Nil (31st March 2010 - Rs. 1000.00 lakhs); Year end utilisation Rs.Nil (31st March 2010 - Rs. Nil)

(b) Guarantees given on behalf of a subsidiary - Rs. 11745.46 lakhs (31st March 2010 - Rs. 11935.94 lakhs); Year end utilisation Rs. 7938.19 lakhs (31st March 2010 - Rs. 10306.47 lakhs).

1.3 Bank Guarantees Rs. 83.28 lakhs (31st March 2010 - Rs. 89.04 lakhs)

1.4 Bills Discounted - Rs. 2445.65 lakhs (31st March 2010- Rs. 6452.41 lakhs)

2. TAXATION

2.1 Current Tax charge for the year has been reckoned after taking into account, benefit under Section 33AB of the Income Tax Act, 1961 (which are available on timely deposit of required amount with development bank).

3. Estimated Capital Commitment on account of contracts remaining to be executed and not provided for at the year-end is Rs. 1030.07 lakhs (31st March 2010 - Rs. 904.63 lakhs). Such commitment, net of advances, is Rs. 494.44 lakhs (31st March 2010 - Rs. 313.77 lakhs).

4. Advances include :-

Loan to directors Rs. 10.16 lakhs (31st March 2010 - Rs. 13.46 lakhs) [Maximum amount due during the year Rs. 13.46 lakhs (31st March 2010 - Rs. 16.76 lakhs)] being originally initiated as advances to employees in the books of Eveready Industries India Limited, taken over in terms of a Scheme of Arrangement in 2004-05.

5. Business Segment

The Company is primarily engaged in the business of cultivation, manufacture and sale of tea and is managed organisationally as a single unit. Accordingly, the Company is a single business segment company.

6. Information given in accordance with the requirement of Accounting Standard 18 on Related Party Disclosures prescribed under the Act: -

(A) List of Related Parties

Where control exists:

- Subsidiaries:

Borelli Tea Holdings Limited (BTHLJ

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

McLeod Russel Uganda Limited (MRULJ formerly known as James Finlay (Uganda) Limited (JFUL)

Olyana Holdings LLC (OLYANA)

7. In connection with an overseas acquisition of a subsidiary in 2005, the Income Tax authority had raised a demand of Rs.5278 lakhs during the year 2009-10 on the Company on account of alleged non- deduction of tax at source and interest thereon pertaining to the transaction. The Company has challenged the said demand before the appropriate authorities and the matter is pending. Further, the Company has obtained a stay against the said demand from the Honble High Court of Calcutta. In any event, as per the related Share Purchase Agreement, Capital Gain tax or other tax, if any, relating to sale of shares etc. is to be borne by the seller and not the Company.

b) Green Leaf plucked (being raw material consumed) were harvested in the Companys own estates as agricultural produce involving integrated activities of nursery, cultivation, growth etc., and utilised in the manufacture of tea and its value at the intermediate stage is not readily ascertainable.

8. Salaries, Wages and Bonus excludes Rs. 1003.02 lakhs (31st March 2010 - Rs. 891.51 lakhs) and Stores and Spares consumed excludes Rs. 2396.75 lakhs (31st March 2010 - Rs. 1927.23 lakhs) debited to other accounts.

9. Items of Expenditure in the Profit and Loss Account include reimbursements to and by the Company.

10. Previous years figures have been rearranged / regrouped wherever necessary to make comparable with current years figures.


Mar 31, 2010

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts : -

31st March 2010 31st March 2009

Rs. Lakhs Rs. Lakhs

Sales Tax : 27.53 27.53

Electricity Dues : 29.27 29.27

Assam Pollution Control Board : 9.92 47.00

Provident Fund : 68.43

Income Tax : 84.59 124.62

Others : 12.84 1.83

1.2 (a) Guarantees given on behalf of other companies to bank, Financial institutions etc.limit Rs. 1000.00 lakhs (31st March 2009 - Rs. 9450.00 lakhs); Year end utilisation Rs. Nil (31st March 2009 - Rs. 2662.72 lakhs).

(b) Guarantees given on behalf of a subsidiary - Rs. 11935.94 lakhs (31st March 2009 - Rs. Nil); Year end utilisation Rs. 10306.47 lakhs (31st March 2009 - Rs. Nil).

1.3 Bank Guarantees Rs. 89.04 lakhs (31st March 2009 - Rs. 127.71 lakhs)

1.4 Bills Discounted - Rs. 6452.41 lakhs (31st March 2009- Rs. 2460.05 lakhs)

2. Estimated Capital Commitment on account of contracts remaining to be executed and not provided for at the year-end is Rs. 904.63 lakhs (31st March 2009 - Rs. 186.69 lakhs). Such commitment, net of advances, is Rs. 313.77 lakhs (31st March 2009 - Rs. 106.43 lakhs).

3. Advances include :-

Loan to directors Rs. 13.46 lakhs (31st March 2009 - Rs. 16.76 lakhs) [Maximum amount due during the year Rs. 16.76 lakhs (31st March 2009 - Rs. 20.06 lakhs)] being originally initiated as advances to employees in the books of Eveready Industries India Limited, taken over in terms of a Scheme of Arrangement in 2004-05.

4. Business Segment

The Company is primarily engaged in the business of cultivation, manufacture and sale of tea and is managed organisationally as a single unit. Accordingly, the Company is a single business segment company.

5. Information given in accordance with the requirement of Accounting Standard 18 on Related Party Disclosures prescribed under the Act : -

(A) List of Related Parties

Where control exists:

Subsidiaries :

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI) (acquired during the year by BTHL)

James Finlay (Uganda) Limited (JFUL) (acquired during the year by BTHL)

Olyana Holdings LLC (OLYANA) (acquired during the year by BTHL)

14. In connection with an overseas acquisition of a subsidiary in 2005, the Income Tax authority has raised a demand of Rs.5278 lakhs during the year on the Company on account of alleged non- deduction of tax at source and interest thereon pertaining to the transaction. The Company has challenged the said demand before the appropriate authorities and the matter is pending. Further, the Company has obtained a stay against the said demand from the Honble High Court of Calcutta. In any event, as per the related Share Purchase Agreement, Capital Gain tax or other tax, if any, relating to sale of shares etc. is to be borne by the seller and not the Company.

6. Items of Expenditure in the Profit and Loss Account include reimbursements to and by the Company.

7. Previous years figures have been rearranged / regrouped wherever necessary to make comparable with current years figures.