Notes to Accounts of Country Club Hospitality & Holidays Ltd.

Mar 31, 2018

1. Corporate Information

Country Club Hospitality & Holidays Limited formerly known as Country Club (India) Limited (‘the Company’) is a public entity domiciled in India and is India’s biggest chain of family clubs with over 70 destinations across India, Sri Lanka, Middle East, Malaysia, Singapore, Thailand and Philippines. It is dubbed as the Powerhouse of Entertainment. Its shares are listed on NSE & BSE

2. Basis of preparation

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

(i) Compliance with Ind AS

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The financial statements up to year ended 31 March 2018 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act.

(ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

- Certain financial assets and liabilities (including derivative instruments) and contingent consideration that is measured at fair value;

- Assets held for sale - measured at fair value less cost to sell;

- Defined benefit plans - plan assets measured at fair value; and

- Share-based payments.

3. Detailed information regarding quantitative particulars under part II of Schedule III to the Companies Act, 2013.

i)As the turnover of the Company is in respect of supply of food and beverages, it is not possible to give quantity-wise details of turnover.

4. Earnings and Expenditure in Foreign Currency a.Foreign Currency expenditure/inflow as follows

5. There are no dues to SSI Units outstanding for more than 30 days.

6. In accordance with Accounting Standard issued by the ICAI, the Company has accounted for deferred tax and income tax as given below:

7. As per Accounting Standard issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties.

8. Contingent Liabilities:

The Company jointly with Mr.Y.Rajeev Reddy (Managing Director) and Country Vacations International LLC,Dubai has provided corporate guarantee of AED 90,000,000/- to National Bank of Fujairah, Dubai in respect of the facilities granted to M/s. Country Vacations International Ltd- Dubai.

According to the information and explanations given to us and based on the records of the company examined by us, the Company has disputed Income Tax & Service Tax dues amounting to Rs.23,40,65,627 which belongs to various AssessmentYears which has not been deposited on account of disputes.:

9. Secured Loans: From Banks

a) Term Loans from Oriental Bank of Commerce, Loans I & II of Rs.25 crores for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing killa no. 2,9,10/1,10/2 & 11/4 at village lakarpur, EROS Regency Township, Surajkund, Faridabad, Harayana. The Outstanding Balance for the Current year is Rs.11,03,80,233/- (Previous Year Rs.11,50,96,926/-)

b) Term Loans from Union Bank of India, Vijaya Bank and Bank of India of Rs. 115 crores has been taken for repayment of FCCB’s and secured by way of properties located in Hyderabad, Bangolre, Chennai and Kodaikanal. Further, the charge has been created on Delhi & Karnataka cash flows for servicing of the above loan. Additionally, the personal guarantees has also been given by three Directors (i.e. Mr. Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding Balance for the Current year is Rs.86,53,12,860/- (Previous Year Rs.85,62,27,443/-).

c) Term Loan from Central Bank of India of Rs.50 Crores to carry out interior, Gym/Fitness Centres and Civil works of the Company’s property at multiple locations. Further charge has been created on Company’s properties (movable/immovable) at Bangalore, Trivandrum and Bandipur. Additionally, the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs.48,00,24,670/- (Previous Year Rs.48,29,86,600/-).

d) Term Loan from Canara Bank of Rs.50 Crores for the Company’s expansion plan at Kolkatta, Cochin and Andheri, Mumbai and normal ongoing capex at various locations. Further charge has been created on Company’s properties (movable/immovable) at Kolkatta, Cochin and Andheri, Mumbai. Additionally, the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs.48,17,48,751/-(Previous Year Rs.46,73,70,458/-).

e) Term Loans from Saraswat Co Op Bank, Loan of Rs.25 crores for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing municipal nos.5-9-16, 5-9-17, snf 6-9-18 and adjoining plot and land bearing municipal nos. 5-9-19, and 5-9-18/3 situated at Saifabad, Secretarial Road Hyderabad solely belonging to the company. The Outstanding Balance for the Current year is Rs.7,43,75,000 /- (Previous Year Rs.8,25,29,860/-)

f ) Term Loan from Saraswat Co Op Bank of Rs.50 Crores secured by way of mortgage, by deposit of title deed of immovable property located at Country club Golden Star # 623,624 Next to Pramukh Swami Hospital Adajan, Surat - 395 009 owned by Club Arzee Ltd.,immovable property at Country Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad. owned by Amruta Estates Pvt. Ltd., immovable property, Hotel Amruta Castle, opp Secretariate, Saifabad, Hyderabad and additional charge on immovable property at The Country Club, Balamatta Road, Mangalore 575 001. belonging to the Company. The Outstanding Balance for the Current Year is Rs.37,56,59,464/- (Previous Year Rs.40,14,86,594/-).

g) Term Loans from Cosmos Bank, Loan - I & II of Rs.35 crores for expansion of existing Clubs and secured by “The Country Club De Goa” no.836/1, Anjuna, Bardez, Goa and “the Country Club Spring” situated at C.T.S no. 1104/03 of village Kandivali, parekh Nagar, Kandivali, Mumbai. The Outstanding Balance for the Current year is Rs.14,02,67,961/-(Previous Year Rs.16,40,73,863/-)

h) Term Loan from Cosmos Bank, Loan of Rs.25 Crores for refurbishment and modernization of its clubs located at Pune, Kolkatta, Goa and Indore, secured by way of additional charge on property located at

“The Country Club De Goa” No.836/1, Anjuna Bardez, Goa owned by Aquarian Realtors Pvt. Ltd. and “The Country Club Spring” situated at C.T.S No. 1104/03 of village Kandivali, Parekh Nagar, Kandival owned by M/s Swami Vivekanand Training and Education Centre Pvt. Ltd and additional security by way of registered equitable mortgage on “Country Club Fun & Food”, 7thKm, Khandwa Road, Kasturbaagram, Indore owned by the Company. The Outstanding Balance for the Current Year is Rs.17,96,83,409/-. (Previous Year Rs.21,45,62,567/-).I)

Other Loans

I) Lease Finance Loan from NOIDA Authority of Rs.2.37 Crores for Plot and the same is secured against the plot no. N-14, Sector - 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is Rs.2,71,64,614/- (Previous Year Rs.2,71,64,614/-).

10. It is difficult to identify segment wise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company.

11. Pertaining to unclaimed dividend, no amount is due and outstanding as unclaimed dividend for more than seven years to be transferred to Investor Education & Protection Fund.

12. Previous year’s figures have been regrouped wherever necessary.

13. The figures have been rounded off to the nearest rupee.

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Mar 31, 2016

1. Detailed information regarding quantitative particulars under part II of Schedule III to the Companies Act, 2013.

I) As the turnover of the Company is in respect of supply of food and beverages, it is not possible to give quantity wise details of turnover.

2. The company has not made any provision for Leave Encashment and Gratuity to its employees. Leave Encashment and Gratuity are accounted as and when payments are made and as such the Liability has not been ascertained.

3. There are no dues to SSI Units outstanding for more than 30 days.

4. Contingent Liabilities:

The Company jointly with Mr.Y.Rajeev Reddy (Managing Director) and Country Vacations International LLC, Dubai has provided corporate guarantee of AED 90,000,000/- to National Bank of Fujairah, Dubai in respect of the facilities granted to M/s. Country Vacations International Ltd- Dubai.

According to the information and explanations given to us and based on the records of the company examined by us, the Company has disputed Income Tax dues amounting to ''11,34,56,266 which belongs to various Assessment Years which has not been deposited on account of disputes:

5. Secured Loans: From Banks

a) Term Loans from Oriental Bank of Commerce, Loans I & II of Rs. 25 crores for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing killa no. 2,9,10/1,10/2 & 11/4 at village lakarpur, EROS Regency Township, Surajkund, Faridabad, Harayana. The Outstanding Balance for the Current year is Rs.12,10,60,776/- (Previous Year Rs.12,21,23,953/-)

b) Term Loans from Union Bank of India, Vijaya Bank and Bank of India of Rs.115 crores has been taken for repayment of FCCB''s and secured by way of properties located in Hyderabad, Bangolre, Chennai and Kodaikanal. Further, the charge has been created on Delhi & Karnataka cash flows for servicing of the above loan. Additionally, the personal guarantees has also been given by three Directors (i.e. Mr. Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding Balance for the Current year is Rs.84,47,19,610/- (Previous Year Rs. 97,24,31,380/-).

c) Term Loan from Central Bank of India of Rs.50 Crores to carry out interior, Gym/Fitness Centres and Civil works of the Company''s property at multiple locations. Further charge has been created on Company''s properties (movable/immovable) at Bangalore, Trivandrum and Bandipur. Additionally, the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs.46,95,66,886/- (Previous Year Rs.50,14,81,665/-).

d) Term Loan from Canara Bank of Rs.50 Crores for the Company''s expansion plan at Kolkatta, Cochin and Andheri, Mumbai and normal ongoing capex at various locations. Further charge has been created on Company''s properties (movable/immovable) at Kolkatta, Cochin and Andheri, Mumbai. Additionally, the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs.47,09,92,630/- (Previous Year Rs. 50,32,50,243/-).

e) Term Loans from Saraswat Co Op Bank, Loan of Rs.25 crores for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing municipal nos.5-9-16, 5-9-17, snf 6-9-18 and adjoining plot and land bearing municipal nos. 5-9-19, and 5-9-18/3 situated at Saifabad, Secretarial Road Hyderabad solely belonging to the company. The Outstanding Balance for the Current year is '' 8,85,22,513/- (Previous Year Rs. 8,85,26,808/-)

f) Term Loan from Saraswat Co Op Bank of Rs.50 Crores secured by way of mortgage, by deposit of title deed of immovable property located at Country club Golden Star # 623,624 Next to Pramukh Swami Hospital Adajan, Surat - 395 009 owned by Club Arzee Ltd. /immovable property at Country Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad. owned by Amruta Estates Pvt. Ltd., immovable property, Hotel Amruta Castle, opp Secretariate, Saifabad, Hyderabad and additional charge on immovable property at The Country Club, Balamatta Road, Mangalore 575 001. belonging to the Company. The Outstanding Balance for the Current Year is Rs.43,67,34,869/- (Previous Year Rs.43,02,60,726/-).

g) Term Loans from Cosmos Bank, Loan - I & II of Rs. 35 crores for expansion of existing Clubs and secured by "The Country Club De Goa" no.836/1, Anjuna, Bardez, Goa and "the Country Club Spring" situated at C.T.S no. 1104/03 of village Kandivali, parekh Nagar, Kandivali, Mumbai. The Outstanding Balance for the Current year is Rs.15,04,18,738/-(Previous Year Rs. 15,77,63,040/-)

h) Term Loan from Cosmos Bank, Loan of Rs.25 Crores for refurbishment and modernization of its clubs located at Pune, Kolkatta, Goa and Indore, secured by way of additional charge on property located at "The Country Club De Goa" No.836/1, Anjuna Bardez, Goa owned by Aquarian Realtors Pvt. Ltd. and "The Country Club Spring" situated at C.T.S No. 1104/03 of village Kandivali, Parekh Nagar, Kandival owned by M/s Swami Vivekanand

Training and Education Centre Pvt. Ltd and additional security by way of registered equitable mortgage on "Country Club Fun & Food", 7thKm, Khandwa Road, Kasturbaagram, Indore owned by the Company. The Outstanding Balance for the Current Year is Rs. 23,24,77,316/-. (Previous Year Rs.24,28,01,610/-).

Equipment Finance and Other Loans

i) Equipment Finance & Other Loans from HDFC Bank Ltd of Rs.21,54,000 & Religare Finvest Ltd, Loan of Rs.4.25 Crores for Vehicles and for expansion of existing Clubs and the same were secured by way of hypothecation of the Vehicles & mortgage of Club Arzee Limited, Survey no.623 & 624/2 adajan, Surat, Gujarat respectively . The Outstanding Balance for the Current year is Rs.38,54,472/- (Previous Year Rs. 2,76,32,530/-).

j) Lease Finance Loan from NOIDA Authority of Rs.2.37 Crores for Plot and the same is secured against the plot no. N-14, Sector - 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is Rs.2,91,64,614/- (Previous Year Rs.1,32,82,000/-).

6. As per AS 17 Segment report, it is difficult to identify segment wise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company.

7. Pertaining to unclaimed dividend, no amount is due and outstanding as unclaimed dividend for more than seven years to be transferred to Investor Education & Protection Fund.

8. Grater Hyderabad Municipal Corporation has acquired 1512.18 sq. yds of land from the Company for the purpose of Hyderabad Metro Rail Project for the benefit of the public and consideration has been paid by them to the company.

9. Previous year''s figures have been regrouped wherever necessary.

10. The figures have been rounded off to the nearest rupee.

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Mar 31, 2015

1. Detailed information regarding quantitative particulars under part II of Schedule III to the Companies Act, 2013.

i) As the turnover of the Company is in respect of supply of food and beverages, it is not possible to give quantity–wise details of turnover.

2. Earnings and Expenditure in Foreign Currency

28. The company has not made any provision for Leave Encashment and Gratuity to its employees. Leave Encashment and Gratuity are accounted as and when payments are made and as such the Liability has not been ascertained.

3. There are no dues to SSI Units outstanding for more than 30 days.

4. The Closing balances shown under the heads debtors/creditors, loans and advances are subject to confirmations as at year end.

5. In accordance with Accounting Standard 22 (AS - 22) issued by the ICAI, the Company has accounted for deferred tax and income tax as given below:

6. Contingent Liabilities:

The Company jointly with Mr. Y. Rajeev Reddy (Managing Director) and Country Vacations International LLC, Dubai has provided corporate guaranty of Rs.86,29,05,958/- to National Bank of Fujairah, Dubai in respect of the facilities granted to M/s. Country Vacations International Ltd- Dubai. The guarantee was provided during the financial year 2013-14.

7. Secured Loans:

From Banks

a) Term Loans from Oriental Bank of Commerce, Loans I & II of Rs. 25 crores for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing killa no. 2,9,10/1,10/2 & 11/4 at village lakarpur, EROS Regency Township, Surajkund, Faridabad, Harayana. The Outstanding Balance for the Current year is Rs.12,21,23,953/- (Previous Year Rs.11,13,80,163/-)

b) Term Loans from Union Bank of India, Vijaya Bank and Bank of India of Rs. 115 crores has been taken for repayment of FCCB's and secured by way of properties located in Hyderabad, Bangolre, Chennai and Kodaikanal. Further, the charge has been created on Delhi & Karnataka cash flows for servicing of the above loan. Additionally, the personal guarantees has also been given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding Balance for the Current year is Rs.97,24,31,380/- (Previous Year Rs. 90,06,84,611/-).

c) Term Loan from Central Bank of India of Rs.50 Crores to carry out interior, Gym/Fitness Centres and Civil works of the Company's property at multiple locations. Further charge has been created on Company's properties (movable / immovable) at Bangalore, Trivandrum and Bandipur. Additionally, the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs. 50,14,81,665/- (Previous Year Rs.49,42,92,919/-).

d) Term Loan from Canara Bank of Rs.50 Crores for the Company's expansion plan at Kolkatta, Cochin and Andheri, Mumbai and normal ongoing capex at various locations. Further charge has been created on Company's properties (movable/immovable) at Kolkatta, Cochin and Andheri, Mumbai. Additionally, the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs.50,32,50,243/- (Previous Year Rs. 50,45,16,418/-).

e) Term Loans from Saraswat Co Op Bank, Loan of Rs. 25 crores for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing municipal nos. 5-9-16, 5-9-17, snf 6-9-18 and adjoining plot and land bearing municipal nos. 5-9-19, and 5-9-18/3 situated at Saifabad, Secretarial Road Hyderabad solely belonging to the company. The Outstanding Balance for the Current year is Rs.8,85,26,808/- (Previous Year Rs.8,70,04,348/-)

f) Term Loan from Saraswat Co Op Bank of Rs.50 Crores secured by way of mortgage, by deposit of title deed of immovable property located at Country club Golden Star # 623,624 Next to Pramukh Swami Hospital Adajan, Surat - 395 009 owned by Club Arzee Ltd. ,immovable property at Country Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad. owned by Amruta Estates Pvt. Ltd., immovable property, Hotel Amruta Castle, opp Secretariate, Saifabad, Hyderabad and additional charge on immovable property at The Country Club, Balamatta Road, Mangalore 575 001. belonging to the Company. The Outstanding Balance for the Current Year is Rs.43,02,60,726/- (Previous Year Rs.42,32,71,502/-).

g) Term Loans from Cosmos Bank, Loan – I & II of Rs.35 crores for expansion of existing Clubs and secured by "The Country Club De Goa" no.836/1, Anjuna, Bardez, Goa and "the Country Club Spring" situated at C.T.S no. 1104/03 of village Kandivali, parekh Nagar, Kandivali, Mumbai. The Outstanding Balance for the Current year is Rs.15,77,63,040/-(Previous Year Rs.17,17,01,513/-)

h) Term Loan from Cosmos Bank, Loan of Rs.25 Crores for refurbishment and modernization of its clubs located at Pune, Kolkatta, Goa and Indore, secured by way of additional charge on property located at "The Country Club De Goa" No.836/1, Anjuna Bardez, Goa owned by Aquarian Realtors Pvt. Ltd. and "The Country Club Spring" situated at C.T.S No. 1104/03 of village Kandivali, Parekh Nagar, Kandival owned by M/s Swami Vivekanand Training and Education Centre Pvt. Ltd and additional security by way of registered equitable mortgage on "Country Club Fun & Food", 7thKm, Khandwa Road, Kasturbaagram, Indore owned by the Company

The Outstanding Balance for the Current Year is Rs.24,28,01,610/-. (Previous Year Rs.24,72,96,302/-).

Equipment Finance and Other Loans

i) Equipment Finance & Other Loans from

HDFC Bank Ltd., Saraswat Co-op Bank Ltd, Ratnakar Bank Ltd of Rs.253,497,000/- & Religare Finvest Ltd. Loan of Rs.4.25 crores Crores for Vehicles and for expansion of existing Clubs and the same were secured by way of hypothecation of the Vehicles & mortgage of Club Arzee Limited, Survey no.623 & 624/2 adajan, Surat, Gujarat respectively. The Outstanding Balance for the Current year is Rs.27,632,530/- (Previous Year Rs.74,286,573/-).

j) Lease Finance Loan from NOIDA

Authority of Rs. 2.37 Crores for Plot and the same is secured against the plot no. N- 14, Sector – 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is Rs.1,32,82,000/- (Previous Year Rs.1,32,82,000/-).

8. As per AS 17 Segment report, it is difficult to

identify segment wise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company.

9. Pertaining to unclaimed dividend, no amount

is due and outstanding as unclaimed dividend for more than seven years to be transferred to Investor Education & Protection Fund.

10. Previous year's figures have been regrouped wherever necessary.

11. The figures have been rounded off to the nearest rupee.

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Mar 31, 2014

NOTE NO. 1

The company has not made any provision for Leave Encashment and Gratuity to its employees. Leave Encashment and Gratuity are accounted as and when payments are made and as such the Liability has not been ascertained.

NOTE NO. 2

There are no dues to SSI Units outstanding for more than 30 days.

NOTE NO. 3

The Closing balances shown under the heads debtors/creditors, loans and advances are subject to confirmations as at year end.

NOTE NO. 4

In accordance with Accounting Standard 22 (AS - 22) issued by the ICAI, the Company has accounted for deferred tax and income tax as given below:

NOTE NO. 5

As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties.

A.

Sl. No Name of the Related Party Relationship

1. Amrutha Estates Pvt Ltd Associate Company

2. Zen Garden Hotel Pvt Ltd Associate Company

3. Country Condos’ Limited Associate Company

4. Aquarian Realtors Pvt Ltd Subsidiary Company

5. International Country Holidays Private Limited (formerly known as Aakruti Engineers Private Limited) Subsidiary Company

6. Bush Betta Holiday Ownership Wildlife Adventure Resort Pvt Ltd Subsidiary Company

7. Country Club Babylon Resorts Pvt Ltd Subsidiary Company

8. J.J. Arts & Entertainments Pvt Ltd Subsidiary Company

9. Kolet Resort Club Pvt Ltd Subsidiary Company

10. Bright Resorts Pvt Ltd Subsidiary Company

11. Chanakyapuri Resorts Pvt Ltd Subsidiary Company

12. Jade Resorts Pvt Ltd Step–Down Subsidiary Company

13. Maruti Waterpark & Entertainments Pvt Ltd Subsidiary Company

14. Country Vacations International Ltd – India Subsidiary Company

15. Swimwel Investment & Trading Pvt Ltd Subsidiary Company

16. Swami Vivekanand Training & Education Centre Pvt Ltd Subsidiary Company

17. Country Vacations International LLC – Dubai Step–Down Subsidiary Company

18. Country Vacations International Ltd – Dubai Subsidiary Company

19. Country Vacations International LLC – Oman Step–Down Subsidiary Company

20. Y. Rajeev Reddy CMD

21. Country Club & Vacations W.L.L – Qatar Step–Down Subsidiary Company

22. Y. Manjula Reddy Director

23. Y. Varun Reddy Vice-Chairman, JMD & COO

24. Club Arzee Ltd Subsidiary Company

25. Country Vacations International LLC–Abu Dhabi Step–Down Subsidiary Company

26. Country Vacations International W.L.L – Bahrain Step–Down Subsidiary Company

27. Country Vacations International – Dubai Associate Company

28. Country Vacations International SDN BHD, Malaysia Step–Down Subsidiary Company

29. Country Club International Limited – London Step–Down Subsidiary Company

NOTE NO. 5 Contingent Liabilities

The Company has outstanding corporate guarantee of Rs.86,29,05,958/- as on 31.03.2014 to National Bank of Fujairah, Dubai in respect of the Corporate guarantee given by the Company in favour of National Bank of Fujairah, in respect of loan taken by M/s. Country Vacations International Ltd - Dubai. The details of corporate guarantee are as

i) Personal guarantees of Mr. Y. Rajeev Reddy, Managing Director of M/s Country Club (India) Limited for Rs.86,29,05,958/- ii) Corporate Guarantees of M/s Country Club (India) Limited and Country Vacations International LLC, Dubai for Rs.86,29,05,958/-each.

NOTE NO. 6 Secured Loans

a) Term Loans from Oriental Bank of Commerce Loans I & II of Rs.25 crores for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing killa no. 2,9,10/1,10/2 & 11/4 at village lakarpur, EROS Regency Township, Surajkund, Faridabad, Haryana. The Outstanding Balance for the Current year is Rs.11,13,80,163/- (Previous Year Rs.16,20,21,957/-)

b) Term Loans from Vijaya Bank, Bank of India & Union Bank of India Loan of Rs.115 crores for repayment towards FCCB’s. and secured by way of properties located in Hyderabad, Bangalore, Chennai and Kodaikanal. Further the charge has been created on Delhi & Karnataka cash flows for servicing of the above loan. Additionally the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding Balance for the Current year is Rs.90,06,84,611/- (Previous Year Rs.96,16,16,565/-).

c) During the year the company has obtained Term Loan from Central Bank of India of Rs.50 Crores to carry out Interior, Gym/Fitness Centres and Civil work of the Company property at multiple locations. Further charge has been created on Company’s properties (movable/immovable) at Banglore, Trivendrum and Bandipur. Additionally the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs.49,42,92,919/- (Previous Year Nil).

d) During the year the company has obtained Term Loan from Canara Bank, loan of Rs.75 Crores for the Company’s expansion plan at Kolkatta, Cochin and Andheri, Mumbai and normal ongoing capex at various locations. However during the year disbursement from the Bank is only Rs.50 Crores. Further charge has been created on Company’s properties (movable/immovable) at Kolkatta, Cochin and Andheri,Mumbai. Additionally the personal guarantees are also given by three Directors (i.e. Mr Y Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding (Including Interest) Balance for the Current year is Rs.50,45,16,418/- (Previous Year Nil).

e) Term Loans from Saraswat Co Op Bank, Loan of Rs.25 crores for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing municipal nos. 5-9-16, 5-9-17, snf 6-9-18 and adjoining plot and land bearing municipal nos. 5-9-19 and 5-9-18/3 situated at Saifabad, Secretariat Road Hyderabad solely belonging to the company. The Outstanding Balance for the Current year is Rs.8,70,04,348/- (Previous Year Rs.13,74,99,999/-)

f) Term Loan from Saraswat Co Op Bank, Loan of Rs.50 Crores secured by way of mortgage by deposit of title deed of immovable property located at Country club Golden Star # 623,624 Next to Pramukh Swami Hospital Adajan, Surat 395 009 owned By Club Arzee Ltd. ,immovable property at Country Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad owned by Amruta Estates Pvt. Ltd., immovable property Hotel Amruta Castle, opp Secretariat, Saifabad, Hyderabad and additional charge on immovable property at The Country Club, Balamatta Road, Mangalore 575 001 belonging to the Company. The Outstanding Balance for the Current Year is Rs.42,32,71,502/- (Previous Year Rs.50,00,00,000/-).

g) Term Loans from Cosmos Bank, Loan – I & II of Rs.35 crores for expansion of existing Clubs and secured by “The Country Club De Goa” no.836/1, Anjuna, Bardez, Goa and “the Country Club Spring” situated at C.T.S no. 1104/03 of village Kandivali, parekh Nagar, Kandivali, Mumbai. The Outstanding Balance for the Current year is Rs.17,17,01,513/-(Previous Year Rs.22,69,93,363/-)

h) Term Loan from Cosmos Bank, Loan of Rs.25 Crores for refurbishment and modernization of its clubs located at Pune, Kolkatta, Goa and Indore, secured by way of additional charge on property located at “The Country Club De Goa” No.836/1, Anjuna Bardez, Goa owned by Aquarian Realtors Pvt. Ltd. and “The Country Club Spring” situated at C.T.S No. 1104/03 of village Kandivali, Parekh Nagar, Kandival, owned by M/s Swami Vivekanand Training and Education Centre Pvt. Ltd and additional security by way of registered equitable mortgage on “Country Club Fun & Food”, 7thKm, Khandwa Road, Kasturbaagram, Indore owned by the Company. The Outstanding Balance for the Current Year is Rs.24,72,96,302/-. (Previous Year Rs.25,00,00,000/-).

i) Term Loans from Ratnakar Bank, Loan – I & II of Rs.45 crores for expansion of existing Clubs are secured by way of mortgage of plot lying and hereon constructed thereon forming part of land bearing Survey no.47 & 87 and bearing new city survey no. 723/A, Veera Desai Extension Road, Oshiwara, Andheri (West) Mumbai and freehold lands and premises situated at that plot of land forming part of land bearing survey No.55/1, Khata No.144/131 (K) KIADB, Deevarabeesanhalli, Varthur Hobli, off Sarjapur Road, Bangalore South. The Outstanding Balance for the Current year is Rs.4,93,27,689/- (Previous Year Rs.21,29,42,316/-).

j) Equipment Finance loans from Olympus Motors Pvt Ltd (Vehicle Loan of Rs.21,54,000/- taken in current year) Magma Fincorp & Saraswath Co-Op Bank Ltd of Rs.63.72 Crores for Vehicles and the same were secured by way of hypothecation of the Vehicles. The Outstanding Balance for the Current year is Rs.27,22,469/- (Previous Year Rs.15,63,025/-).

k) Lease Finance Loan from NOIDA Authority of Rs.2.37 Crores for Plot and the same is secured against the plot no. N-14, Sector – 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is Rs.1,32,82,000/- (Previous Year Rs.1,52,82,000/-).

l) Term Loan from Religare Finvest Ltd, Loan of Rs.4.25 Crores for expansion of existing Clubs and secured by way of mortgage of Club Arzee Limited, Survey no.623 & 624/2 adajan, Surat, Gujarat. The Outstanding Balance for the Current year is Rs.2,22,36,415/- (Previous Year Rs.3,02,51,839/-)

m) Term Loan from Karvy Financial services ltd amounting to Rs.22 Crores for the corporate purpose and secured by way of mortgage of properties belonging to M/S Bush Betta Holiday Ownership Wildlife Adventure Resort Pvt Ltd, Bright Resorts Pvt Ltd and CK 27 Koramangala (Bangalore) and properties at Mysore Road and Shamshabad (Hyderabad). The Outstanding Balance for the current year is Rs.9,84,35,766/-(Previous Year Rs.14,00,00,000/-)

NOTE NO. 7

M/s Amrutha Estates & Hospitality Private Limited was amalgamated with M/s. Country Club (India) Limited as per court order dated 18-04-2013. The country club (India) Ltd has been taken over all assets and liabilities at their book values by allotting 7,40,00,000 equity shares of Rs.2/- each fully paid up. Thereby the paid up capital of the company has increased to Rs.32,69,29,470/-. Further, the financials of Country Club (India) Limited, considering the M/s Amrutha Estates & Hospitality Pvt Ltd amalgamation in the annual results of 2013-14.

NOTE NO. 8

As per AS 17 Segment report, it is difficult to identify segment wise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company.

NOTE NO. 9

During the Current year the company has declared a dividend on Public Shareholding @ 5% on the Equity Shares of Rs.2/- Face Value. Pertaining to unclaimed dividend, no amount is due and outstanding as unclaimed dividend for more than seven years to be transferred to Investor Education & Protection Fund.

NOTE NO. 10

Previous year’s figures have been regrouped wherever necessary.

NOTE NO. 11

The figures have been rounded off to the nearest rupee.

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Mar 31, 2013

NOTE NO. 1

During the financial year 2012-13 the Company redeemed FCCBs amounting to $ 5 million at face value and the Outstanding FCCBs as on 31-03-2013 stands Nil.

NOTE NO. 2

Detailed information regarding quantitative particulars under part II of Schedule VI to the Companies Act, 1956.

i) As the turnover of the Company is in respect of supply of food and beverages, it is not possible to give quantity–wise details of turnover.

NOTE NO. 3

The Company has not made any provision for Leave Encashment and Gratuity to its employees, Leave Encashment and Gratuity are accounted as and when payments are made and as such the Liability has not been ascertained.

NOTE NO. 4

There are no dues to SSI Units outstanding for more than 30 days.

NOTE NO. 5

The Closing balances shown under the heads debtors/creditors, loans and advances are subject to confirmations as at year end.

NOTE NO. 6 Contingent Liabilities

The Company has outstanding Corporate guaranty of Rs.27,01,83,550/- as on 31.03.2013 to bank, in respect of the Corporate guarantee given by the Company in favour of Bank of Baroda, Dubai in respect of loan taken by M/s. Country Vacations International Limited - Dubai.

NOTE NO. 7 Secured Loans

a) Term Loans from Oriental Bank of Commerce, Loan I & II of Rs.25 crores for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing Villa Nos. 2,9,10/1,10/2 & 11/4 at village lakarpur, EROS Regency Township, Surajkund, Faridabad, Haryana. The Outstanding Balance for the Current year is Rs.16,20,21,957.50 (Previous Year Rs.21,25,09,876/-)

b) Term Loans from consortium of three banks i.e. Union Bank of India, Vijaya Bank and Bank of India, loan of Rs.115 Crore towards repayment of FCCBs and secured by way of properties located in Hyderabad, Bangalore, Chennai and Kodaikanal. Further a charge has been created on Delhi & Karnataka cash flows for servicing of the above loan. Additionally, the personal guarantees are also given by three directors (i.e. Mr. Y. Rajeev Reddy, Y. Siddharth Reddy & Y. Varun Reddy). The Outstanding Balance for the Current year is Rs.96,16,16,565/- (Previous Year Rs.114,68,33,014/-)

c) Term Loans from Saraswat Co Op Bank, Loan of Rs.25 crores for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing municipal nos. 5-9-16, 5-9-17, snf 6-9-18 and adjoining plot and land bearing municipal nos. 5-9-19, and 5-9-18/3 situated at Saifabad, Secretariat Road Hyderabad solely belonging to the company. The Outstanding Balance for the Current year is Rs.13,74,99,999 (Previous Year Rs.18,96,89,696)

d) During the year the Company has obtained Term Loan from Saraswat Co Op Bank, Loan of Rs.50 Crores secured by way of mortgage by deposit of title deed of immovable property located at Country club Golden Star # 623,624 Next to Pramukh Swami Hospital Adajan, Surat 395 009. Owned By Club Arzee Ltd., immovable property at Country Club Resort, Plot No. 496, Bhuvan Village, Kolad, Dist. Raigad. Owned by Amrutha Estates Pvt. Ltd., immovable property Hotel Amrutha Castle, opp Secretariat, Saifabad, Hyderabad and additional charge on immovable property at The Country Club, Balamatta Road, Mangalore 575 001 belonging to the Company. The Outstanding Balance for the Current Year is Rs.50 Crores (Previous Year Nil)

e) Term Loans from Cosmos Bank, Loan – I & II of Rs.35 crores for expansion of existing Clubs and secured by "The Country Club De Goa" no. 836/1, Anjuna, Bardez, Goa and "the Country Club Spring" situated at C.T.S no. 1104/03 of village Kandivali, parekh Nagar, Kandivali, Mumbai. The Outstanding Balance for the Current year is Rs.22,69,93,363/-(Previous Year Rs.28,87,14,171/-)

f) During the year the Company has obtained Term Loan from Cosmos Bank, Loan of Rs.25 Crores for refurbishment and modernization of its clubs located at Pune, Kolkatta, Goa and Indore, secured by way of additional charge on property located at "The Country Club De Goa" No.836/1, Anjuna Bardez, Goa owned by Aquarian Realtors Pvt. Ltd. and "The Country Club Spring" situated at C.T.S No. 1104/03 of village Kandivali, Parekh Nagar, Kandival owned by M/s Swami Vivekanand Training and Education Centre Pvt. Ltd and additional security by way of registered equitable mortgage on "Country Club Fun & Food", 7thKm, Khandwa Road, Kasturbaagram, Indore owned by the Company. The Outstanding Balance for the Current Year is Rs.25 Crores (Previous Year Nil)

g) Term Loans from Ratnakar Bank, Loan – I & II of Rs.45 crores for expansion of existing Clubs are secured by way of mortgage of plot lying and hereon constructed thereon forming part of land bearing Survey no.47 & 87 and bearing new city survey no. 723/A, Veera Desai Extension Road, Oshiwara, Andheri (West) Mumbai and freehold lands and premises situated at that plot of land forming part of land bearing survey No.55/1, Khata No.144/131 (K) KIADB,Deevarabeesanhalli, Varthur Hubli, off Sarjapur Road, Bangalore South. The Outstanding Balance for the Current Year is Rs.21,29,42,316.40 (Previous Year Rs.29,77,19,884/-)

h) Equipment Finance loans from Saraswath Co-Op Bank Ltd & Magma Fincorp Ltd of Rs.63.72 Lakhs for Vehicles and the same were secured by way of hypothecation of the Vehicles. The Outstanding Balance for the Current year is Rs.15,63,025/- (Previous Year Rs.20,19,424/-).

i) Lease Finance Loan from NOIDA Authority of Rs.2.37 Crores for Plot and the same is secured against the plot no. N-14, Sector – 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is Rs.1,52,82,000/- (Previous Year Rs.2,37,43,180/-).

j) Term Loan from Religare Finvest Ltd, Loan of Rs.4.25 Crores for expansion of existing Clubs and secured by way of mortgage of property at Kolet, Ahmedabad. The Outstanding Balance for the Current year is Rs.3,02,51,839/- (Previous Year Rs.3,66,77,087/-)

k) Term Loan from Karvy Financial services ltd amounting to Rs.22 Crores for the corporate purpose and secured by way of mortgage of properties belonging to M/S Bushbetta Holiday Ownership Wildlife Adventure Resorts Pvt Ltd, Bright Resorts Pvt Ltd and CK27 Koramangala (Bangalore) and properties at Kovalam, Mysore Road and Shamsabad (Hyderabad). The Outstanding Balance for the current year is Rs.14 Crores. (Previous Year Rs.22 Crores.)

NOTE NO. 8

M/s Amrutha Estates and Hospitality Private Limited was in process of Amalgamation with M/s.Country Club (India) Limited. In this said process, Hon''ble High Court of Andhra Pradesh has passed the Order and the Company has received the said copy of Order on 18th April,2013. Further the copy of the Order has been filed with Registrar of Companies, Hyderabad, Andhra Pradesh.

Further, the financials of Country Club (India) Limited, considering the M/s Amrutha Estates and Hospitality Private Limited amalgamation would be restated effective the annual results of 2013-14 onwards.

NOTE NO. 9

As per AS 17 Segment report, it is difficult to identify segment wise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company.

NOTE NO. 10

During the Current Year the Company has declared a dividend @ 5% on the Equity Shares of Rs.2/- Face Value. Pertaining to unclaimed dividend, no amount is due and outstanding as unclaimed dividend for more than seven years to be transferred to Investor Education & Protection Fund.

NOTE NO. 11

Previous year''s figures have been regrouped wherever necessary.

NOTE NO. 12

The figures have been rounded off to the nearest rupee.

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Mar 31, 2012

1 a. Terms /rights attached to equity shares

i. The Company has only one class of shares referred to as equity shares having a par value of Rs2/-. Each Equity shareholder is entitled to one vote per share

ii. The Dividend proposed by the Board of Directors is subject to approval of the Shareholders in the Annual General Meeting

iii. For the year ended March 31, 2012 the amount of per share dividend proposed for equity shareholders is Rs0.1 0. The total dividend appropriation for the year ended March 31, 201 2 amounted to Rs8,946,474 and tax on proposed dividend of Rs1,451,342

NOTE NO. 2

The Company had raised FCCBs of $25 million in the year 2006, out of which $5 million has already been converted into Equity Shares in October 2007. Further during the Financial Year 201 1-12 the Company redeemed FCCBs amounting to $15 million and has subsequently extinguished/redeemed entire FCCBs liability as on date of this report.

NOTE NO. 3

During the financial year 2011 -12 the Company has forfeited 30,000,000 partly paid Share Warrants of X25I- each to be converted into Equity Shares of Rs2/- each at a premium of Rs23/- pursuant to the circular resolution dated 1 2th January 201 2, which is passed by the Board of Directors of the Company.

NOTE NO. 5

Detailed information regarding quantitative particulars under part II of Schedule VI to the Companies Act, 1956.

i) As the turnover of the Company is in respect of supply of food and beverages, it is not possible to give quantity-wise details of turnover.

NOTE NO. 6

The Company has not made any provision for Leave Encashment and Gratuity to its employees. Leave Encashment and Gratuity are accounted as and when payments are made and as such the Liability has not been ascertained.

NOTE NO. 7

There are no dues to SSI Units outstanding for more than 30 days.

NOTE NO. 8

The Closing balances shown under the heads debtors/creditors, loans and advances are subject to confirmations as at year end.

NOTE NO. 9

Secured Loans

a) Term Loans from Oriental Bank of Commerce, Loan of Rs25 Crores for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing Killa Nos. 2,9,1 0/1,1 0/2 & 11/4 at village Lakarpur, EROS Regency Township, Surajkund, Faridabad, Haryana. The Outstanding Balance for the Current Year is Rs21 2,509,876/- (Previous Year Rs252,839,034/-)

b) During the year the Company has obtained Rs1 1 5 Crore loan from consortium of three banks i.e. Union Bank of India, Vijaya Bank and Bank of India towards repayment of FCCBs. The above mentioned loan amount has been secured by way of properties located in Hyderabad, Bangalore, Chennai and Kodaikanal. Further a charge has been created on Delhi & Karnataka cash flows for servicing of the above loan. Additionally, the personal guarantees are also given by three directors (i.e. Mr. Y. Rajeev Reddy, Mr. Y. Siddharth Reddy & Mr. Y. Varun Reddy).

c) Term Loans from Ratnakar Bank, Loan - I & II of Rs45 Crores for expansion of existing Clubs are secured by way of mortgage of plot lying and hereon constructed

thereon forming part of land bearing Survey No.47 & 87 and bearing new city Survey No. 723/A, Veera Desai Extension Road, Oshiwara, Andheri (West) Mumbai and freehold lands and premises situated at that plot of land forming part of land bearing Survey No.55/1, Khata No. 144/1 31 (K) KIADB, Deevarabeesanhalli, Varthur Hobli, off Sarjapur Road, Bangalore South. The Outstanding Balance for the Current Year is Rs297,71 9,884/- (Previous Year Rs379,781,527/-)

d) Term Loans from Saraswat Co. Op Bank, Loan of X25 Crores for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing Municipal Nos. 5-9-1 6, 5-9-1 7, snf 6-9-1 8 and adjoining plot and land bearing Municipal Nos. 5-9-19, and 5-9-18/3 situated at Saifabad, Secretariat Road, Hyderabad solely belonging to the Company. The Outstanding Balance for the Current Year is Rs1 89,689,696.1 0 (Previous Year Rs240,050,684/-)

e) Term Loans from Cosmos Bank, Loan - I & II of X35 Crores for expansion of existing Clubs and secured by "The Country Club De Goa" No. 836/1, Anjuna Bardez, Goa and "The Country Club Spring" situated at C.T.S No. 11 04/03 of village Kandivali, Parekh Nagar, Kandivali, Mumbai. The Outstanding Balance for the Current Year is Rs288,71 4,1 71 /-(Previous Year Rs342,863,422/-)

f) Term Loan from Karvy Financial Services Ltd. amounting to X22 Crores for the corporate purpose and secured by way of mortgage of properties belonging to M/S Bushbetta Holiday Ownership Wildlife Adventure Resorts Pvt Ltd, Bright Resorts Pvt Ltd and CK27 Koramangala (Bangalore). The Outstanding Balance for the Current Year is X22 Crores (Previous Year - Nil).

g) Term Loan from Religare Finvest Ltd, Loan of X4.25 Crores for expansion of existing Clubs and secured by way of mortgage of Club Arzee Limited, Survey No.623

& 624/2, Adujan, Surat, Gujarat. The Outstanding Balance for the Current Year is Rs36,677,087/- (Previous Year Rs42,490,208/-)

h) Equipment Finance loans from Citibank & Saraswath Co-Op Bank Ltd of Rs1.42 Crores for Vehicles and the same were secured by way of hypothecation of the Vehicles. The Outstanding Balance for the Current Year is Rs2,01 9,424/- (Previous Year Rs4,41 4,592/-).

i) Lease Finance Loan from NOIDA Authority of Rs2.37 Crores for Plot and the same is secured against the Plot No. N-l 4, Sector - 1 8, Noida, Uttar Pradesh. The Outstanding Balance for the Current Year is Rs23,743,1 80/- (Previous Year Rs23,743,1 80/-).

NOTE NO. 10

In terms of the Scheme of Amalgamation submitted before the Hon'ble High Court at Andhra Pradesh, the Development of Land and Building services of the Company (Amrutha Estates and Hospitality Private Limited) comprising of the Development and allotment of Lands and certain investments, loans and advances etc. were proposed to be transferred to and vested in Country Club (India) Limited on a going concern basis with effect from 1st April 201 1. The Scheme was approved by the Board of Directors of the Company (Amrutha Estates and Hospitality Private Limited) in the Board Meeting held on 1st September, 201 1.

The Company based on the above had filed the Application for convening the meeting of Shareholders, Secured Creditors and Sundry Creditors vide Company Application Nos. 516, 517 and 51 8 of 201 2. In this regard, Hon'ble Court has passed the common order dated 20-06-2012 stating "Pursuant to the meeting of the Shareholders, Secured Creditors and Sundry Creditors being convened and held on 11.06.2012, respective chairman have filed their respective reports and as such no further orders need to be passed in these applications. All the three applications are, accordingly, closed."

Further Petitions on the above is pending for approval before the Hon'ble High Court. Further, pending approval of the Hon'ble High Court of Andhra Pradesh, the effect of transfer of certain investments, loans, advances and assets has not been given effect in the books of accounts of the Company, which will be done, on receipt of final order by the Hon'ble High Court.

NOTE NO. 11

As per AS 1 7 Segment report, it is difficult to identify segment wise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company.

NOTE NO. 12

Previous year's figures have been regrouped wherever necessary.

NOTE NO. 13

The figures have been rounded off to the nearest rupee.

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Mar 31, 2011

1. In the financial year 2008-09 the Company had restated the Foreign Currency Convertible Bonds at the exchange rates prevailing at the year end and the difference out of such restatement is transferred to "Foreign Currency Monetary Item Transaction Difference Account, to be written off over a period of three years." Accordingly Previous year 1/3 of the difference amount was transferred to P & L account. Similarly during the year also the same 1/3 of the difference amount was transferred to P & L account.

As per the terms of the Offer Circular, Unless the bonds have been previously redeemed, repurchased or converted, the company will redeem the bonds on December 22, 2011 at their redemption amount calculated from the Issue Date giving a yield to maturity of 8.25% p.a. compounded semi annually. Out of $25 million, $5 million has already been converted into Equity Shares in October, 2009.

2. During the financial year 2010-11 the Company has converted 31,04,285 Share Warrants into 43,45,999 equity shares of Rs2 at a premium of Rs14.26 per share. Subsequently the number of shares increased from Rs8,51,18,736 to Rs8,94,64,735 pursuant to the circular resolution dated 7th January 2011 which is passed by the Board of Directors of the Company.

During the financial year 2010-11 the company has also forfeited 7,00,000 partly paid Share Warrants of Rs770 to be converted into Equity Shares of Rs10 each at a premium of Rs760. Subsequently the Capital Reserve has increased from Rs6,36,88,694 to Rs11,75,88,694 pursuant to a resolution of the Board of Directors of the company at the Board Meeting held on 1st April 2010.

During the financial year 2010-11 the company has also issued 3,00,00,000 partly paid Share Warrants of Rs25 each to be converted into Equity Shares of Rs2 each at a premium of Rs23 pursuant to the circular resolution dated 13th July 2010 which is passed by the Board of Directors of the Company.

3. Detailed information regarding quantitative particulars under part II of Schedule VI to the Companies Act, 1956

i) As the turnover of the Company is in respect of supply of food and beverages, it is not possible to give quantity–wise details of turnover.

4. The company has not made any provision for Leave Encashment and Gratuity to its employees. Leave Encashment and Gratuity are accounted as and when payments are made and as such the Liability has not been ascertained.

5. There are no dues to SSI Units outstanding for more than 30 days.

6. The Closing balances shown under the heads debtors/creditors, loans and advances are subject to confirmations as at year end.

7. Secured Loans:

a) Term Loans from Ratnakar Bank, Loan – I & II of Rs45 crores for expansion of existing Clubs and secured by way of mortgage of plot lying and hereon constructed thereon forming part of land bearing Survey No. 47 & 87 and bearing new city survey No. 723/A, Veera Desai Extension Road, Oshiwara, Andheri (West) Mumbai and freehold lands and premises situated at the plot of land farming part of land bearing survey No. 55/1, Khata No. 144/131(K) KIADB, Deevarabeesanhalli, Varthur Hobli, off Sarjapur Road, Bangalore South. The Outstanding Balance for the Current year is Rs37,97,81,527 (Previous Year Rs42,11,97,021).

b) Term Loans from Saraswat Co Op Bank, Loan of Rs25 crores for expansion of existing Clubs and secured by way of mortgage by deposit of title deed immovable property being land and building known as Hotel Amrutha Castle Constructed on plot of land bearing municipal Nos. 5-9-16, 5-9-17, SNF 6-9-18 and adjoining plot and land bearing municipal Nos. 5-9-19 and 5-9-18/3 situated at Saifabad, Secretarial Road Hyderabad solely belonging to the company. The Outstanding Balance for the Current year is Rs24,00,50,684 (Previous Year Rs25,29,73,633).

c) Term Loans from Cosmos Bank, Loan – I & II of Rs35 crores for expansion of existing Clubs and secured by "The Country Club De Goa" No. 836/1, Anjuna, Bardez, Goa and "The Country Club Spring" situated at C.T.S No. 1104/03 of village Kandivali, Parekh Nagar, Kandivali, Mumbai. The Outstanding Balance for the Current year is Rs34,28,63,422 (Previous Year Rs20,14,35,540).

d) Term Loans from Oriental Bank of Commerce, Loan of Rs25 crores for expansion of existing Clubs and secured by The Country Club (EROS Regency) situated at land Bearing Killa No. 2,9,10/1,10/2 & 11/4 at Village Lakarpur, EROS Regency Township, Surajkund, Faridabad, Harayana. The Outstanding Balance for the Current year is Rs25,28,39,034 (Previous Year Rs NIL).

e) Term Loan from Religare Finvest Ltd, Loan of Rs4.25 Crores for expansion of existing Clubs and secured by way of mortgage of Club Arzee Limited, Survey No. 623 & 624/2 adujan, Surat, Gujarat. The Outstanding Balance for the Current year is Rs4,24,90,208 (Previous Year Rs NIL).

f) Equipment Finance loans from Citibank & Saraswat Co-Op Bank Ltd of Rs1.42 Crores for Vehicles and the same were secured by way of hypothecation of the vehicles. The Outstanding Balance for the Current year is Rs44,14,592 (Previous Year Rs55,70,934).

g) Lease Finance Loan from NOIDA Authority of Rs2.37 Crores for Plot and the same is secured against the plot No. N-14, Sector – 18, Noida, Uttar Pradesh. The Outstanding Balance for the Current year is Rs2,37,43,180 (Previous Year Rs2,37,43,180).

8. During the year the company has reclassified Membership Refun dable A/c from Unsecured Loans to Current Liabilities since these are payable within 12 months.

9. As per AS 17 Segment report, it is difficult to identify segment wise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company.

10. During the Current year the company has declared a dividend @ 5% on the Equity Shares of Rs2 Face Value. Pertaining to unclaimed dividend, no amount is due and outstanding as unclaimed dividend for more than seven years to be transferred to Investor Education & Protection Fund.

11. Previous year's figures have been regrouped wherever necessary.

12. The figures have been rounded off to the nearest rupee.

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Mar 31, 2010

1. In the previous year the Company had restated the Foreign Currency Convertible Bonds at the exchange rates prevailing at the year end and the difference out of such restatement is transferred to "Foreign Currency Monetary Item Transaction Difference Account, to be written off over a period of three years." Accordingly Previous year 1/3 of the difference amount was transferred to P & L account. Similarly during the year also the same 1/3 of the difference amount was transferred to P&L Account.

2. During the financial year 2009-10 the Company has converted 54,95,715 Share Warrants into 76,94,001 equity shares of Rs. 2/- at a premium of Rs. 14.26 per share. Subsequently the No. of shares increased from 7,74,24,735 to 8,51,18,736 pursuant to a resolution of the Board of Directors of the Company at the Board Meeting held on 30th March 2010.

3. The Company has not made any provision for Leave Encashment to its employees. Leave Encashment payable will be accounted as and when payments are made and as such the Liability has not been ascertained.

4. Provident Fund is administered through the Regional Provident Fund Commissioner and Companys contribution is remitted accordingly.

5. There are no dues to SSI Units outstanding for more than 30 days.

6. Subject to Confirmations from debtors/creditors as to the balances receivable from/payable to them as at year end.

7. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs.6,29,41,659/- towards deferred income tax liability. (Previous Year Rs. 4,80,64,389/- towards deferred income tax liability).

8. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties. A.

Sl. No. Name of the Related Party Relationship

1 Amrutha Estates Private Limited Associate Company

2 Amrutha Estates & Hospitality Private Limited Associate Company

3 Zen Garden Hotel Private Limited Associate Company

4 Country Club Bangalore Limited Associate Company

5 Aquarian Realtors Private Limited Subsidiary Company

6 International Country Holidays Private Limited Subsidiary Company (formerly known as Aakruti Engineers Private Limited

7 Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited Subsidiary Company

8 Country Club Babylon Resorts Private Limited Subsidiary Company

9 J. J. Arts and Entertainments Private Limited Subsidiary Company

10 Kolet Resort Club Private Limited Subsidiary Company

11 Bright Resorts Private Limited Subsidiary Company

12 Chanakyapuri Resorts Private Limited Subsidiary Company

13 Jade Resorts Private Limited Step-Down Subsidiary Company

14 Maruti Waterpark & Entertainments Private Limited Subsidiary Company

15 Country Vacations International Limited - India Subsidiary Company

16 Swimwel Investment & Trading Private Limited Subsidiary Company

17 Swami Vivekanand Training & Education Centre Private Limited Subsidiary Company

18 Country Vacations International LLC - Dubai Step-Down Subsidiary Company

19 Country Vacations International Limited - Dubai Subsidiary Company

20 Country Vacations International LLC - Oman Step-Down Subsidiary Company

21 Y. Rajeev Reddy CMD

22 Y. Manjula Reddy Director

23 Y. Varun Reddy Vice-Chairman, JMD & COO

9. Term Loans from Ratnakar Bank Limited, Saraswat Co-operative Bank Limited & Cosmos Bank Limited are secured by: Hypothecation of various Land & Buildings

10. Vehicle loans are availed by the Company from Citibank, HDFC Bank Limited, Saraswat Co-operative Bank Limited and are secured against specific vehicles.

11. As per AS 17 Segment report, it is difficult to identify segmentwise profitability and Capital Employed considering that infrastructure is common for all the revenue activities of the Company

12. Pertaining to unclaimed dividend, no amount is due and outstanding as unclaimed dividend for more than seven years to be transferred to Investor Education & Protection Fund.

13. Previous years figures have been regrouped wherever necessary.

14. The figures have been rounded off to the nearest rupee.