Notes to Accounts of Shri Vasuprada Plantations Ltd.

Mar 31, 2018

1. CORPORATE AND GENERAL INFORMATION

Joonktollee Tea & Industries Limited was incorporated as a Limited Company in India under the Companies Act 1956 and has its listing on the BSE Limited and CSE Limited. The registered office of the Company is at 21, Strand Road Kolkata -700 001. The Company’s principal business is manufacturing of Tea, Coffee and Rubber.

2. BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENT

2.1. Statement of Compliance

These financial statements have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) as prescribed by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (“the Act”), read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), other relevant provisions of the Act and other accounting principles generally accepted in India.

The financial statements for all periods up to and including the year ended 31st March, 2017, were prepared in accordance with Generally Accepted Accounting Principles (GAAP) in India, which includes the accounting standards prescribed under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and other provisions of the Act (collectively referred to as “Indian GAAP”). These financial statements for the year ended 31st March, 2018 are the first Ind AS Financial Statements with comparatives, prepared under Ind AS. The Company has consistently applied the accounting policies used in the preparation of its opening Ind AS Balance Sheet at 1st April, 2016 throughout all periods presented, as if these policies had always been in effect and are covered by Ind AS 101 “First Time Adoption of Indian Accounting Standards”.

An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note No. 48. Certain of the Company’s Ind-AS accounting policies used in the opening Balance Sheet differed from its Indian GAAP policies applied as at 31st March, 2016 and accordingly the adjustments were made to restate the opening balances as per Ind-AS. The resulting adjustment arising from events and transactions before the date of transition to Ind-AS were recognized directly through retained earnings as at 1st April, 2016 as required by Ind- AS 101. The standalone financial statements of the Company for the year ended 31st March, 2018 has been approved by the Board of Directors in their meeting held on 14th May, 2018.

2.2. Basis of Measurement

The Company maintains accounts on accrual basis following the historical cost convention, except for followings:

- Certain Financial Assets and Liabilities are measured at Fair value/ Amortised cost (refer accounting policy regarding financial instruments);

- Defined Benefit Plans - plan assets measured at fair value; and

- Biological Assets - At fair value less cost to sell

2.3. Functional and Presentation Currency

The Financial Statements are presented in Indian Rupee (INR), which is the functional currency of the Company and the currency of the primary economic environment in which the Company operates. All financial information presented in INR has been rounded off to the nearest rupees as per the requirements of Schedule III, unless otherwise stated.

2.4. Use of Estimates and Judgements

The preparation of financial statements in conformity with Ind AS requires judgements, estimates and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/ materialized.

2.5. Presentation of Financial Statements

The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS 7 “Statement of Cash flows”. The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

2.6. Operating Cycle for current and non-current classification

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013 and Ind AS 1. The Company has ascertained its operating cycle as twelve months for the purpose of current and non-current classification of assets and liabilities.

An asset is classified as current when it is:

- Expected to be realized or intended to sold or consumed in normal operating cycle;

- Held primarily for the purpose of trading;

- Expected to be realized within twelve months after the reporting period; or

- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All the other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle;

- It is held primarily for the purpose of trading;

- It is due to be settled within twelve months after the reporting period; or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current. Deferred Tax Assets and Liabilities are classified as non-current assets and liabilities respectively.

2.7. Measurement of Fair Values

Some of the accounting policies and disclosures of the company require Fair Value measurement for both financial and non-financial assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the input that is significant to the fair value measurement as a whole:

- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

- Level 2 — Inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

- Level 3 — Inputs which are unobservable inputs for the asset or liability.

External valuers are involved for valuation of significant assets & liabilities. Involvement of external valuers is decided by the management of the company considering the requirements of Ind AS and selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.

2.8. Recent Accounting Pronouncement

New Standards / Amendments to Existing Standard issued but not yet effective upto the date of issuance of the Company’s Financial Statement are disclosed below:

On 28th March, 2018, the Ministry of Corporate Affairs (MCA) has notified Ind AS 115 - Revenue from Contracts with Customers and certain amendment to existing Ind AS. These amendments shall be applicable to the Company from 1st April 2018.

a) Ind AS 115-Revenue from Contracts with Customers

Ind AS 115 supersedes Ind AS 11, Construction Contracts and Ind AS 18, Revenue. Ind AS 115 requires an entity to report information regarding nature, amount, timing and uncertainty of revenue and cash flows arising from contract with customers. The principle of Ind AS 115 is that an entity should recognise revenue that demonstrates the transfer of promised goods and services to the customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

Based on preliminary assessment performed by the Company, the impact of the application of the standard is not expected to be material.

b) Amendment to Existing issued Ind AS

i. Ind AS 12 - Income Taxes

ii. Ind AS 21 - The Effects of Changes in Foreign Exchange Rates

iii. Ind AS 28 - Investment in Associates and Joint Ventures

iv. Ind AS 112 - Disclosure of Interests in Other Entities

The impact of the above standards on the financial statements, as assessed by the Company, is not expected to be material.

3. SIGNIFICANT JUDGEMENTS AND KEY SOURCES OF ESTIMATION IN APPLYING ACCOUNTING POLICIES

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. Information about Significant judgements and Key sources of estimation made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is included in the following notes:

- Recognition of Deferred Tax Assets: The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company’s future taxable income against which the deferred tax assets can be utilized. In addition, significant judgement is required in assessing the impact of any legal or economic limits.

- Useful lives of depreciable/ amortisable assets (tangible and intangible): Management reviews its estimate of the useful lives of depreciable/ amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to actual normal wear and tear that may change the utility of plant and equipment.

- Classification of Leases: The Company enters into leasing arrangements for various assets. The classification of the leasing arrangement as a finance lease or operating lease is based on an assessment of several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term, lessee’s option to purchase and estimated certainty of exercise of such option, proportion of lease term to the asset’s economic life, proportion of present value of minimum lease payments to fair value of leased asset and extent of specialized nature of the leased asset.

- Defined Benefit Obligation (DBO): Employee benefit obligations are measured on the basis of actuarial assumptions which include mortality and withdrawal rates as well as assumptions concerning future developments in discount rates, medical cost trends, anticipation of future salary increases and the inflation rate. The Company considers that the assumptions used to measure its obligations are appropriate. However, any changes in these assumptions may have a material impact on the resulting calculations.

- Provisions and Contingencies: The assessments undertaken in recognising provisions and contingencies have been made in accordance with Indian Accounting Standards (Ind AS) 37, ‘Provisions, Contingent Liabilities and Contingent Assets’. The evaluation of the likelihood of the contingent events is applied best judgement by management regarding the probability of exposure to potential loss.

- Impairment of Financial Assets: The Company reviews its carrying value of investments carried at amortized cost annually, or more frequently when there is indication of impairment. If recoverable amount is less than its carrying amount, the impairment loss is accounted for.

- Allowances for Doubtful Debts: The Company makes allowances for doubtful debts through appropriate estimations of irrecoverable amount. The identification of doubtful debts requires use of judgment and estimates. Where the expectation is different from the original estimate, such difference will impact the carrying value of the trade and other receivables and doubtful debts expenses in the period in which such estimate has been changed.

- Fair value measurement of financial Instruments: When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow model. The input to these models are taken from observable markets where possible, but where this not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.

- Fair Value of Biological Assets and Agricultural Produce: The fair value of Biological Assets and Agricultural Produce is determined based on recent transactions entered into with third parties or available market price. Fair valuation of Biological Asset and Agriculture Produce are based on the market rates published by the industrial body for various grades from which the fair value of Biological asset and Agriculture Produce are derived.

The Company has elected to measure bearer plants at the date of transition at its Fair Value and we treat it as its deemed cost at that date. The fair valuation has been done by external parties based on valuation technique permitted under IndAS. Other component of Property, Plant & Equipment has been valued by applying IndAS retrospectively.

4.1 No Loans are due from directors or other officers of the company either severally or jointly with any other person. Nor any loan are due from firms or private companies respectively in which any director is a partner, a director or a member.

4.2 Loans to Related parties/ Companies/ Firm are given for general business purpose and payable on demand.

5.1 Represents payment under protest in respect of VAT Rs. Nil (Previous Year 2017 - Rs. 1,783,041/-, Previous Year 2016 - Rs. 1,783,041/-)

5.2 Represents payment under protest in respect of lease rent and Seigniorage Charges Rs. 23,788,678/- (Previous Year 2017- Rs. 23,788,678/-, Previous Year 2016- Rs. 23,788,678/-).

6.1 Reconciliation of the number of shares at the beginning and at the end of the year

There has been no change/ movements in number of shares outstanding at the beginning and at the end of the year.

6.2 Terms/ Rights attached to Equity Shares :

The Company has only one class of issued shares i.e. Ordinary Shares having par value of Rs. 10/- per share. Each holder of Ordinary Shares is entitled to one vote per share and equal right for dividend. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the ordinary shareholders are eligible to receive the remaining assets of the Company after payment of all preferential amounts, in proportion to their shareholding.

6.3 Shareholding Pattern with respect of Holding or Ultimate Holding Company

The Company does not have any Holding Company or Ultimate Holding Company.

6.4 Details of Equity Shareholders holding more than 5% shares in the Company

6.5 No ordinary shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date.

6.6 No Ordinary Shares have been bought back by the Company during the period of 5 years preceding the date as at which the Balance Sheet is prepared.

6.7 No securities convertible into Equity/ Preference shares have been issued by the Company during the year.

6.8 No calls are unpaid by any Director or Officer of the Company during the year.

a) Capital Reserve & Capital Reserve in the nature of Security Premium: During amalgamation / merger / acquisition, the excess of net assets taken, over the consideration paid, if any, is treated as capital reserve.

b) Capital Redemption Reserve: The Company has recognised Capital Redemption Reserve on redemption of preference shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the preference shares redeemed.

c) Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This reserve is utilised in accordance with the provisions of the Companies Act 2013.

d) General Reserve: The reserve arises on transfer portion of the net profit pursuant to the earlier provisions of Companies Act 1956.

e) Retained Earnings: Retained earnings represent accumulated profits earned by the Company and remaining undistributed as on date.

f) Other Comprehensive Income (OCI) : Other Comprehensive Income (OCI) represent the balance in equity for items to be accounted under OCI and comprises of the following:

i) Equity Instruments through OCI: The Company has elected to recognise changes in the fair value of certain investment in equity instrument in other comprehensive income.

ii) Remeasurement of defined benefit obligations: The actuarial gains and losses arising on defined benefit obligations have been recognised in OCI.

7.1 Details of Security Given for Loan

a. Term Loan from a Bank amounting to Rs. 15,00,00,000/- together with working capital facility from the same Bank is secured / to be secured by exclusive charge on the title deeds of Goomankhan Tea Estate and also by way of hypothecation of Plant and Machinery of Goomankhan Tea Estate. Loan is repayable in 15 quarterly installments of Rs. 1,00,00,000/-. Interest is payable on quarterly basis at 9.85%.

b. Term Loans from a Bank amounting to Rs. 9,00,00,000/- together with working capital facility from the same Bank is secured by exclusive charge on the title deeds of Nilmoni Tea Estate, current assets of Karnataka division both present and future. Loan is repayable in 18 quarterly installments of Rs. 50,00,000/-. Interest is payable on monthly basis at 9.60%.

7.2 Refer note no. 41 for information on the carrying amounts of financial and non-financial assets pledged as security for the non-current borrowings.

8.1 The recognition of deferred tax asset on unabsorbed depreciation/business losses has been restricted to the extent of deferred tax liability on account of timing difference in respect of depreciation, the reversal of which is virtually certain.

8.2 Movement in deferred tax asset and deferred tax liabilities during the year ended 31st March, 2017 and 31st March, 2018.

8.3 Deferred Tax Assets and Deferred Tax Liabilities have been offset wherever the Company has a legally enforceable right to sell off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax laibilities relate to income tax levied by the same taxation authority.

9.1 Details of Security Given for Loan

a. Working Capital Loan and Short Term Loan amounting to Rs. 17,27,01,424/- is secured by way of exclusive charge on the title deeds of Nilmoni Tea Estate and the Current Assets of the Karnataka Division, both present and future.

b. Working Capital Loan from a Bank of Rs. 85,41,278/- is secured by equitable mortgage of Jamirah Tea Estate and Pullikanam Tea Estate and also by way of hypothecation of current assets of Kerala Division.

9.2 Refer note no. 41 for information on the carrying amounts of financial and non-financial assets pledged as security for current borrowings.

10.1 There are no amounts due for payment to the Investor Education and Protection Fund at the end of the year.

11.1 The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity’s general borrowings during the year, in this case 10.96% (31 March 2017 - 10.75%).

Note 1 Rs. 11,865,666/- (2017: Rs. 14,943,629/-, 2016: Rs. 9,239,139/-) paid under protest / adjusted for appeal.

Note 2 The Government of Kerala has increased the Lease Rent payable in respect of Chemoni and Pudukad Estates from Rs. 2/- per Acre to Rs. 1300/- per Hectare with effect from 25th November, 2009. The Company filed Writ Petition before the Hon’ble Court of Kerala challenging the increase and the case is subjudice. The Company has paid Rs. Nil (2017: Rs. 60,86,645/-, 2016: Rs. 60,86,645/-) on account of the increased Lease rental under protest.

In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements pending at various forums/ authorities.

12. OPERATING LEASES (OTHER THAN LAND LEASES)

The Company has operating lease for an office permise which is a non-cancellable lease for a period of 5 years. With respect to non-cancellable operating lease, the future minimum lease payment at the balance sheet date is as under.

12.1 Future Minimum Lease Payments

At 31st March, the future minimum lease payments to be made under non-cancellable operating leases are as follows:

13. DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD - 19 ‘EMPLOYEE BENEFITS’

13.1 Defined Contribution Plan:

The Company makes contribution towards provident fund and superannuation fund to a defined contribution retirement plan for qualifying employees. The Provident fund plan is operated by statutory authorities. Under the said scheme the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits.

The Company operates a superannuation scheme for certain employees and contributions by the Company under the scheme, is charged against revenue every year.

The amount recognized as an expense for the Defined Contribution Plans are as under:

13.2 Defined Benefit Plan:

The following are the types of defined benefit plans

13.2.1 Gratuity Plan

The Company makes annual contribution of gratuity to gratuity funds duly constituted and administered by independent trustees and funded with Birla Sun Life Insurance Company Limited/ independent trust for the qualifying employees. The scheme provides for a lump sum payment to vested employees upon retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of 5 years of continuous service.

The present value of defined obligation and related current cost are measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date.

13.2.2 Leave

The employees of the Company are also eligible for encashment of leave upon retirement up to 30 days for each year (maximum 120 days). The benefit obligation related to leave liability are funded with Life Insurance Corporation of India.

13.2.3 Risk Exposure

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:

13.2.4 Reconciliation of the net defined benefit (asset)/ liability

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset)/ liability and its components:

13.2.5 Major Categories of Plan Assets

The Gratuity Scheme is invested in a Group Unit Linked Gratuity Plan managed by Birla Sun Life Insurance Company Limited and the Independent Administered Gratuity Fund. The information on the allocations of fund managed by Birla Sun Life Insurance Company Limited into major assets classes and expected return on each major classes are not readily available. In case of company’s administered trust, 100% allocation of fund has been made towards government securities. The expected rate of return on plan assets is based on the assumed rate of return provided by Company’s actuary.

13.2.6 The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

13.2.7 At 31st March 2018, the weighted average duration of the defined benefit obligation was 9 years (previous year 8). The distribution of the timing of benefits payment i.e., the maturity analysis of the benefit payments is as follows:

13.2.8 The Company expects to contribute Rs. Nil (previous year Rs. Nil) to its gratuity fund in 2018-19

13.2.9 Sensitivity Analysis

The sensitivity analyses below have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occuring at the end of the reporting period. Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

14 RELATED PARTY DISCLOSURES

14.1 Name of the related parties and description of relationship A Subsidiaries of the Company

- Cowcoody Builders Private Limited (CBPL)

- Pranav Infradev Company Private Limited (PICPL)

- Keshava Plantations Private Limited (KPPL)(w.e.f. 05.04.2016)

- Gloster Real Estate Private Limited. (GREPL) (Subsidiary upto 19.01.2017) B Associate of the Company

- The Cochin Malabar Estates & Industries Limited (TCMEIL)

C Key Management Personnel

- Hemant Bangur- Chairman

- Pushpa Devi Bangur- Non Executive Director

- Manoj Kumar Daga-Independent Director

- Mihir Mohan Pyne-Independent Director

- Jay Kumar Surana-Independent Director

- K. C. Mohta - Executive Director & C.E.O (till 30th April,2018)

- Babulal Dhanuka - Chief Financial Officer (upto 31.03.2018)

- Sharad Bagree - Company Secretary

- Sayansiddha Das - Chief Financial Officer (w.e.f 23.03.2018)

D Entities over which Key Management Personnels are able to exercise control/joint control

- Credwyn Holdings (I) Private Limited (CHPL)

- Kettlewell Bullen & Company Limited (KBCL)

- The Oriental Company Limited (TOCL)

- Madhav Trading Corporation Limited (MTCL)

- Wind Power Vinimay Private Limited (WPVPL)

- Gopal Das Bangur (HUF)

- PDGD Investment & Trading Private Limited

- Mugneeram Bangur & Company LLP (MB)

- The Cambay Investment Corporation Limited (TCICL)

E Post Employement Benefit Plan

- Bangur Superannuation Fund

- Joonktollee Tea & Industries Limited Gratuity Fund

14.2 Major terms and conditions of transactions with related parties

Transactions with related parties are carried out in the normal course of business and are made on terms equivalent to those that prevail in arm’s length transactions.

Loans to related parties which are generally for a period of one to three years. Interest rates range from 11% to 12%. All loans to related parties are unsecured.

15 SEGMENT REPORTING

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Based on the management approach as defined in Ind AS 108, the Chief Operating Decision Maker evaluates the Company’s performance based on only three segment i.e. Tea, Coffee and Rubber which have been identified taking into account the organizational structure as well as the differing risks and returns of these segments. The segment wise revenue, assets and liabilities relate to the respective amounts directly identifiable with each other of the segments. There is no intersegment revenue. The company does not have any secondary/geographical segments.

No customer individually accounted for more than 10% of the revenues from external customers during the years.

16 TRANSITION TO IND AS

16.1 Basis for Preparation

For all period up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements for the year ended March 31, 2018 are the Company’s first annual Ind AS financial statements and have been prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the date of transition). This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with previous GAAP and how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

16.2 Exceptions and Exemptions Applied

Ind AS 101 “First-time adoption of Indian Accounting Standards” (hereinafter referred to as Ind AS 101) allows first time adopters certain exemptions from the retrospective application of certain IND AS, effective for April 1, 2016 opening balance sheet. In preparing these standalone financial statements, the Company has applied the below mentioned optional exemptions and mandatory exceptions.

16.2.1 Optional Exemptions Availed

a Business Combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date.

The Company has not applied Ind AS 103 to acquisitions of businesses under Ind AS, that occured before the transition date i.e., 1st April 2016. Accordingly, business combinations occurring prior to the transition date have not been restated.

b Property Plant and Equipment, Intangible Assets and Investment Properties

As permitted by para D5-D8B of Ind AS 101, the Company has elected to measure items of property, plant and equipment at cost as per Ind AS except for Bearer Plants which are measured at Fair Value at the date of transition. Intangible assets has been measured at its carrying value at the transition date.

c Determining whether an arrangement contains a Lease

Para D9-D9AA of Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind As 17 “Leases” for determining whether an arrangement existing at the date of transition contains a lease by considering the facts and circumstances existing at the date of transition (rather than at the inception of the arrangement). The Company has applied the above transition provision and has assessed all the arrangements at the date of transition.

d Designation of previously recognised financial instruments

Para D19B of Ind AS 101 permits an entity to designate particular investments in equity instruments as at fair value through other comprehensive income (FVOCI) based on facts and circumstances at the date of transition to Ind AS (rather at initial recognition). The Company has opted to avail this exemption to designate its investments in equity insturments (other than investment in subsidiaries and associates) as FVOCI on the date of transition.

16.2.2 Mandatory Exceptions

a Estimates

“As per para 14 of Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the entity’s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies. As per para 16 of the standard, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP those estimates should be made to reflect conditions that existed at the date of transition or at the end of the comparative period.

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

-Fair Valuation of financial instruments carried at FVTPL and/ or FVOCI.

-Impairment of financial assets based on the expected credit loss model.

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

-Measurement of biological assets at fair value less cost to sell.

-Measurement of agricultural produce at fair value less cost to sell.

-Measurement of Inventory comprising agricultural produce. b De-recognition of financial assets and liabilities

As per para B2 of Ind AS 101, an entity should apply the derecognition requirements in Ind AS 109, “Financial Instruments”, prospectively for transactions occurring on or after the date of transition to Ind AS. However, para B3 gives an option to the entity to apply the derecognition requirements from a date of its choice if the information required to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the initially accounting for those transctions. The company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

c Classification and measurement of financial assets

“Para B8 - B8C of Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measuremnt of financial assets accounted at amortized cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortized cost has been done retrospectively.”

16.3 Impact of Transition to Ind AS

The following is a summary of the effects of the differences between Ind AS and Indian GAAP on the Company’s total equity shareholders’ funds and profit and loss for the financial periods previously reported under Indian GAAP following the date of transition to Ind AS.

16.3.1 Notes to First Time Adoption

a Fair valuation of Financial Assets

Under previous GAAP the interest free security deposit were carried at cost. Under Ind AS the same are measured at fair value on initial recognistion and subsequently measured at amortised cost.

b Property Plant & Equipment

The Company have considered fair valuation for Bearer Plant & Land, other items of Property, Plant and Equipment are carried at existing carrying cost in accordance with stipulations of Ind AS 101 with the resultant impact being accounted for in the retained earnings. In the subsequent years, the same has resulted in additonal depreciation charge in the Statement of Profit & Loss.

c Inventory

Raw Materials : Under previous GAAP no valuation was done for period end harvested tea-leaf. Under Ind AS, harvested leaf is measured at its fair value less cost to sell and is classified as Raw Materials.

Finished Goods : Under previous GAAP tea stock has been valued at the lower of cost and net realizable value. Cost of inventories comprise all costs of purchase/production of green leaf, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Under Ind AS, cost of inventories comprise cost of purchase of green leaf, fair value of green leaf at the time of harvest less cost to sell, conversion cost and other costs incurred in bringing the inventories to their present location and condition.

d Biological Assets

Under previous GAAP biological assets i.e. unplucked leaf on tea bushes, timber plantation, latex, cherries and other minor produce has neither been valued nor recognised in the accounts. Under Ind AS, unplucked leaf on tea bushes, timber plantation, latex, cherries and other minor produce has been measured at its fair value less cost to sell.

e Proposed Dividend

Under Indian GAAP proposed dividends are recognized as liability in the period to which they relate irrespective of the approval by shareholders. Under Ind AS, a proposed dividend is recognised as a liability in the period in which it is declared by the entity (on approval of Shareholders in a general meeting) or paid.

In the case of the entity, the declaration of dividend occurs after period end. Therefore, the liability for the year ended 31 March 2016 recorded for dividend has been derecognised against retained earnings on 1 April 2016.

f Deferred Tax

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

In addition, the various transitional adjustments lead to different temporary differences. According to the accounting policies, the company has to account for such differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity.

g Remeasurements of post-employment benefit obligations

Under the previous GAAP these remeasurements were forming part of the profit or loss for the year. Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss.

h Reclassification between Previous GAAP and Ind AS

Trade discounts, rebates to customers (both primary and secondary) has been reclassifed from other expenses to revenue.

i Retained Earnings

Retained earnings as at April 1, 2016 has been adjusted consequent to the above Ind AS transition adjustments.

17 FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES MEASURED AT AMORTISED COST

17.1 The following is the comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are measured at amortized cost:

17.2 The management assessed that the fair values of cash and cash equivalents, trade receivables, trade payables, short term borrowings, and other financial liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments.

17.3 The management considers that the carrying amounts of Financial assets and Financial liabilities recognised at nominal cost/amortised cost in the Financial statements approximate their fair values.

17.4 Non current borrowings has been contracted at floating rates of interest, which are reset at short intervals. Fair value of floating interest rate borrowings approximates their carrying value subject to adjustments made for transaction cost.

18 FAIR VALUE HIERARCHY

18.1 Financial Instrument

The following are the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair value are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels of fair value measurement as prescribed under the Ind AS 113 “Fair Value Measurement”. An explanation of each level follows underneath the tables.

18.2 Biological assets other than bearer plants

This section explains the judgements and estimates made in determining the fair values of the biological assets other than bearer plants that are recognised and measured at fair value in the financial statements. The Company uses a Valuation technique that is appropriate in the circumstances and for which sufficient data are available to measure the fair value, maximising the use of relevant observable inputs.

Biological Assets measured at Fair Value less cost to sell

As at 31st March 2018 and 31st March 2017

18.2.1 Valuation Technique

Unharvested Tea Leaf: Fair value is being arrived at based on the observable market prices of made tea adjusted for manufacturing costs. The same is applied on quantity of the tea leaves unharvested using plucking averages of various estates.

Timber Plantation & Others : Fair value is being arrived at based on the observable market prices of timber.

18.3 During the year ended March 31, 2018 and March 31, 2017 there are no transfers between level 1, level 2 and level 3.

18.4 Explanation to the fair value hierarchy

The Company measures Financial instruments, such as, equity investments and non financial instruments, such as, unharvested tea leaf and timber plantation, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. The valuation of equity instruments are based on level 3 inputs and valuation of unharvested tea leaf and timber plantation are based on level 2 inputs as per the hierarchy mentioned in the Accounting Policies.

19 FINANCIAL RISK MANAGEMENT

Financial management of the Company has been receiving attention of the top management of the Company. The management considers finance as the lifeline of the business and therefore, financial management is carried out meticulously on the basis of detailed management information systems and reports at periodical intervals extending from daily reports to longterm plans. Importance is laid on liquidity and working capital management with a view to reduce over-dependence on borrowings and reduction in interest cost. Various kinds of financial risks and their mitigation plans are as follows:

19.1 Credit Risk

Credit risk is the risk that counterparty will not meet its obligations leading to financial loss. The Company has an established credit policy and a credit review mechanism. Credit exposure is undertaken only with large reputed business houses and with no history of default against payments. The Company has used a practical expedience by computing the expected credit losses matrix which has taken into account historical credit loss experience based on which no expected credit loss risk has been estimated.

19.2 Liquidity Risk

The Company determines its liquidity requirement in the short, medium and long term. This is done by drawings up cash forecast for short term and long term needs.

The Company manage its liquidity risk in a manner so as to meet its normal financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has arranged for diversified funding sources and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Surplus funds not immediately required are invested in and fixed deposit which provide flexibility to liquidate. Besides, it generally has certain undrawn credit facilities which can be assessed as and when required; such credit facilities are reviewed at regular basis.

d. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements (if any). The interest payments on variable interest rate loans in the tables above reflect market forward interest rates at the respective reporting dates and these amounts may change as market interest rates change. Except for these financial liabilities, it is not expected that cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. When the amount payable is not fixed, the amount disclosed has been determined with reference to conditions existing at the reporting date.

19.3 Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s business primarily agricultural in nature, exposes it to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of adverse weather conditions and lack of future markets. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to risk. Market risk comprises two type of risks: Interest Rate Risk and Commodity Risk.

19.3.1 Commodity Risk

Cultivation of tea being an agricultural activity, there are certain specific financial risks. These financial risks arise mainly due to adverse weather conditions, logistic problems inherent to remote areas, and fluctuation of selling price of finished goods viz. tea, coffee and rubber due to increase in supply/availability.

The Company manages the above financial risks in the following manner:

i) Sufficient inventory levels of chemicals, fertilisers and other inputs are maintained so that timely corrective action can be taken in case of adverse weather conditions.

ii) Slightly higher level of consumable stores viz. packing materials, coal and HSD are maintained in order to mitigate financial risk arising from logistics problems.

iii) Sufficient working-capital-facility is obtained from banks in such a way that cultivation, manufacture and sale of tea is not adversely affected even in times of adverse conditions.

19.3.2 Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates. The company’s exposure to the risk of changes in market interest rate relates primarily to company’s borrowing with floating interest rates. The Company do not have any significant interest rate risk on its current borrowing due to their short tenure. The Company is also exposed to interest rate risk on surplus funds parked in loans. To manage such risks, such loans are granted for short durations with fixed interest rate in line with the expected business requirements for such funds.

a Exposure to interest rate risk

b Sensitivity Analysis

Profit or loss is sensitive to higher/ lower interest expense from borrowings as a result of changes in interest rates. This analysis assumes that all other variables, remain constant and ignores any impact of forecast sales and purchases.

20 CAPITAL MANAGEMENT

The Company objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic Investments. Sourcing of capital is done through judicious combination of equity/internal accruals and borrowings, both short term and long term. Net debt (total borrowings less cash and cash equivalents) to equity ratio is used to monitor capital.

Note: The loan was given for the general business purpose of the subsidiary & associate.

21 The Company’s entitlement of Rs. 17,560,442/- (2017: Rs. 17,560,442/-, 2016: Rs. 17,560,442/-) under section 80-IC of the Income Tax Act, 1961 in respect of income generated from facilities situated in North East states is pending before Hon’ble High Court since assessment year 2004-05 to 2013-14. The management of the Company does not foresee any additional liability of the income tax at this point.

22 Transfer of certain assets/liabilities from/to transferor companies/demerged units under the scheme of arrangement/ amalgamations carried out in earlier years are still in the process of completion.

23 The Board of Directors at its meeting held on 14th May, 2018 recommended final dividend of ‘ 0.50 per equity share of face value of Rs.10/- each for the financial year ended 31st March,2018. The same amounts to Rs. 24.93 lacs (including dividend distribution tax of Rs. 4.22 lacs). The above is subject to approval at ensuing Annual General Meeting of the Company and hence not recognised as a liability.

24 Trade Receivables, Loans, Other Financial Assets and Other Assets include certain overdue and unconfirmed balances. However, in the opinion of the management, these current assets would, in the ordinary course of business, realize the value stated in the accounts.

25 Miscellaneous Expenditure includes revenue expenditure on research and development Rs. 6,53,280/- (2017: Rs. 5,67,940/-, 2016: Rs. 4,42,783/-) incurred towards subscription to Tea Research Association.

26 In view of approval dated 30th January, 2018 by the shareholders of the company through postal ballot, the company has disposed off 39.18% of its holding in subsidiary “Cowcoody Builders Pvt Ltd” to its promoters/promoter group companies. The remaining investment in the subsidiary has been disclosed & consolidated under the head “ Non Current Asset held for Sale” in Standalone statement of Assets & Liabilities as on 31st March, 2018.

27 Previous GAAP figures have been reclassified/regrouped to confirm the presentation requirements under IND AS and the requirements laid down in Division-II of the Schedule-III of the Companies Act, 2013.

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Mar 31, 2016

1) The Company has only one class of issued shares i.e. Ordinary Shares having par value of Rs. 10/- per share. Each holder of Ordinary Shares is entitled to one vote per share and equal right for dividend. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the ordinary shareholders are eligible to receive the remaining assets of the Company after payment of all preferential amounts, in proportion to their shareholding.

2) The Company does not have any holding company or ultimate holding company.

3) No Ordinary Shares have been reserved for issue under options and contracts/commitments for the sale of shares/disinvestment as at the Balance Sheet date.

4) No Ordinary Shares have been bought back by the Company during the period of 5 years preceding the date as at which the Balance Sheet is prepared.

5) 30,46,213 (Previous year 30,46,213) Ordinary shares of Rs. 10/-each fully paid up have been issued pursuant to scheme of amalgamation and arrangement for consideration other than cash in immediately preceding five years.

6) No securities convertible into Ordinary/Preference shares have been issued by the Company during the year.

7) No calls are unpaid by any Director or Officer of the Company during the year.

Security and Repayment Terms :

8) Term Loan from a Bank amounting to Rs. 3,33,33,335/- together with working capital facility from the same Bank is secured by equitable mortgage of Jamirah and Pullikanam Tea Estate and also by way of hypothecation of current assets of Kerala Division. Loan is repayable in remaining 16 quarterly installments of Rs. 20,83,333/- .

9) Term Loan from a Bank amounting to Rs. 20,00,00,000/- together with working capital facility from the same Bank is secured / to be secured by exclusive charge on the title deeds of Goomankhan Tea Estate and also by way of hypothecation of Plant and Machinery of Goomankhan Tea Estate. Loan is repayable in 20 quarterly installments of Rs. 1,00,00,000/- after a moratorium of one year.

10) Term Loan from a Bank amounting to Rs. 7,50,00,000/- together with working capital facility from the same Bank is secured by exclusive charge on the title deeds of Nilmoni Tea Estate, current assets of Karnataka division both present and future . Out of the above loan, loan of Rs. 1,66,66,667/- is payable in remaining 4 quarterly installments and loan of Rs. 5,83,33,333/- is payable in remaining 7 quarterly installments.

Security and Charge :

11) Working Capital Loan of Rs. 14,51,93,950/- loan is secured by pledge of certain Fixed deposits.

12) Working Capital Loan of Rs. 7,00,00,000/- is secured by way of exclusive charge on the title deeds of Nilmoni Tea Estate and the Current Assets of the Karnataka Division, both present and future.

13) Working Capital Loan from ICICI Bank amounting to Rs. 24,60,210/- is secured by way of exclusive charge on the title deeds and entire movable fixed assets of Joonktollee Tea Estate & Factory, and hypothecation of entire stock, book debts and other current assets of Joonktollee Tea Estate, Nilmoni Tea Estate & Shreemoni Tea Factory.

14) Working Capital Loan from HDFC Bank is secured by equitable mortgage of Jamirah Tea Estate and Pullikanam Tea Estate and also by way of hypothecation of current assets of Kerala Division. Balance at the reporting date since being positive, is disclosed under Cash & Bank Balances (Ref. Note No. 2.14 ) instead of Short Term Borrowings.

In respect of above matters , future cash outflows in respect of contingent liabilities are determinable only on receipt of judgments pending at various forums/ authorities .

15. The Company''s entitlement of Rs. 17,560,442/- (Previous Year Rs. 17,560,442/-) under section 80-IC of the Income Tax Act, 1961 in respect of income generated from facilities situated in North East states is pending before Hon''ble High Court since assessment year 2004-05 to 2013-14. The management of the Company does not foresee any additional liability of the income tax at this point.

16. Estimated amount of contract remaining to be executed on capital account and not provided for Rs. 2,423,901/-(Previous Year Rs. 3,684,896/-) (Net of Advances).

17. Transfer of certain assets/liabilities from/to transferor companies/demerged units under the scheme of arrangement/amalgamations carried out in earlier years are still in the process of completion.

18. As reported in earlier years a special leave petition filed by the Company has been admitted before the Hon''ble Supreme Court in the matter of transfer of rights of legal proceedings of "Sampaji Rubber Estate", against the order passed by the Division Bench of Hon''ble High Court at Madras. The above rights was transferred to the Company under a Scheme in earlier years . The matter is subjudice and value of above rubber estate in the books of the company is Rs. Nil (Previous Year Rs. Nil )

19. The Pullikanam Tea Estate of the company had taken up in earlier years the task of replantation of substantial part of its tea estate which was abandoned in earlier years and the then existing tea plants could not be revived. As per the consistent accounting policy followed by the said estate, the replantation expenditure incurred on above specified area has been capitalized as the benefit of the same shall accrue over a period of time. A sum of Rs. 67,57,558/- (Previous Year Rs. 1,21,27,640/- ) has been incurred during the year on the above account.

20. The Company had entered into a share purchase agreement for acquiring 100% Equity Shares of Keshava Plantations Private Limited (KPPL). KPPL is having Azizbagh Tea Estate along with Tea Factory in Assam with a capacity of 5,50,000 kgs of made tea per annum . A sum of Rs. 2,75,00,000/- was paid during the year as an advance towards the purchase of Shares. KPPL became wholly owned subsidiary of the company w.e.f. 05th April,2016.

21. The Government of Kerala has proposed to revise the minimum wages of the workers of Rubber & Tea estates of Kerala division of the company w.e.f. 01st July 2015. The proposal to revise the minimum wages could not be finalized pending settlement between the members of the plantation association and trade unions. Had the proposal been finalized, the impact of the proposed increase in the wages w.e.f. 1st July,2015 to 31st March,2016 would have been Rs. 9,445,355/- . The proposed increase in the wages has not been considered in the financial statements for the aforesaid reasons. In lieu of the proposed increase in the wages, a sum of Rs. 3,320,485/- was paid to the workers as recoverable advance and the same shall be adjusted on completion of the settlement process.

22. Trade Receivables, Loans & Advances and Deposits include certain overdue and unconfirmed balances. However, in the opinion of the management, these current assets would, in the ordinary course of business, realize the value stated in the accounts.

23. Miscellaneous Expenditure under Note No.2.22 includes revenue expenditure on research and development Rs. 4,42,783/- (Previous Year Rs. 4,14,400/-) incurred towards subscription to Tea Research Association.

24. There are no outstanding dues to suppliers/ service providers covered under Micro, Small and Medium Enterprises Development Act, 2006 (''MSMED''). The disclosures as required under the said Act are as under :

25. The amount of borrowing cost capitalized during the year is Rs. Nil.

26. The exposure of the Company in foreign currency at the end of the year is Rs. Nil (Previous year Rs. Nil).

27. The Company has considered business segments as the primary segment for disclosure. The business segments of company are Tea, Coffee and Rubber which have been identified taking into account the organizational structure as well as the differing risks and returns of these segments. The segment wise revenue, assets and liabilities relate to the respective amounts directly identifiable with each other of the segments. There is no inter-segment revenue. The company does not have any secondary/ geographical segments :

28. As per the requirements of Accounting Standard - 28 on "Impairment of Assets", the Company has assessed the carrying amount of assets vis a vis their recoverable values and no impairment is envisaged at the balance sheet date.

29. Employee Benefits (Revised Accounting Standard 15)

30) Defined Contribution Plan

The Company makes contribution towards provident fund and superannuation fund to a defined contribution retirement plan for qualifying employees. The Provident fund plan is operated by statutory authorities. Under the said scheme the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits.

The Company operates a superannuation scheme for certain employees and contributions by the Company under the scheme, is charged against revenue every year.

During the year the company has contributed Rs. 33,796,235/- (Previous Year Rs. 31,688,741/-) for Provident Fund and Pension Fund and Rs. 3,633,775/-(Previous Year Rs. 4,175,955/-) for Superannuation Fund. The contributions payable to these plans by the Company are at the rates specified in the rules of the scheme.

31) Defined Benefit Plans

32) The Company makes annual contribution of gratuity to gratuity funds duly constituted and administered by independent trustees and funded with LIC/ Birla Sun Life Insurance Company Limited/ independent trust for the qualifying employees. The scheme provides for a lump sum payment to vested employees upon retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of 5 years of continuous service.

33) The employees of the Company are also eligible for encashment of leave upon retirement up to 30 days for each year (maximum 120 days). The benefit obligation related to leave liability are funded with Life Insurance Corporation of India.

34) The present value of defined obligation and related current cost are measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date.

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

(36) The Gratuity Scheme is invested in a Group Gratuity-Cum-Life Assurance Cum Accumulation Policy offered by Life Insurance Corporation of India and the Independent Administered Gratuity Fund. The information on the allocations of fund managed by LIC / Group Unit Linked Gratuity Plan by Birla Sun Life Insurance Company Limited into major assets classes and expected return on each major classes are not readily available. In case of company''s administered trust, 100% allocation of fund has been made towards government securities. The expected rate of return on plan assets is based on the assumed rate of return provided by Company''s actuary.

(37) The Company expects to contribute Rs. 132.00 lacs (Previous Year Rs. 40.00 lacs) to its gratuity fund in 2016-17.

Q. Related party disclosures as required by Accounting Standard - 18 "Related Party Disclosures" are given below :

Relationships:

(38) Subsidiaries of the Company :

Gloster Real Estate Private Limited. (GREPL)

Cowcoody Builders Private Limited (CBPL)

Pranav Infradev Company Private Limited (PICPL)

(39) Associate of the Company :

The Cochin Malabar Estates & Industries Limited (TCMEIL)

(40) Enterprises/Individual having control over the Company :

41) Gopal Das Bangur (upto 08.06.2015)

42) Pushpa Devi Bangur

43) Hemant Bangur

44) Vinita Bangur

45) Kettlewell Bullen & Company Limited (KBCL)

46) The Oriental Company Limited (TOCL)

47) Madhav Trading Corporation Limited (MTCL)

48) The Cambay Investment Corporation Limited (TCICL)

49) Credwyn Holdings (I) Private Limited (CHPL)

(50) Other Companies over which the Key Management Personnel are able to exercise a significant influence and with whom transactions took place during the year:

51) Gloster Ltd. (GL)

(52) Key Management Personnel :

53) Mr. Hemant Bangur - Executive Vice-Chairman (up to 12.08.2015)

54) Mr. K. C. Mohta - Executive Director & C.E.O.

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Mar 31, 2015

1.1 SHARE CAPITAL

b) The Company has only one class of issued shares i.e. Ordinary Shares having par value of Rs. 10/- per share. Each holder of Ordinary Shares is entitled to one vote per share and equal right for dividend. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the ordinary shareholders are eligible to receive the remaining assets of the Company after payment of all preferential amounts, in proportion to their shareholding.

c) The Company does not have any holding company or ultimate holding company.

f) No Ordinary Shares have been bought back by the Company during the period of 5 years preceding the date as at which the Balance Sheet is prepared.

g) 30,46,213 (Previous year 30,46,213) Ordinary shares of Rs. 10/-each fully paid up have been issued pursuant to scheme of amalgamation and arrangement for consideration other than cash in immediately preceding five years.

h) No securities convertible into Ordinary/Preference shares have been issued by the Company during the year.

i) No calls are unpaid by any Director or Officer of the Company during the year.

i) Term Loan from a Bank amounting to Rs. 4,16,66,667/- together with working capital facility from the same Bank is secured by equitable mortgage of Jamirah and Pullikanam Tea Estate and also by way of hypothecation of current assets of Kerala Division. Loan is repayable in remaining 20 quarterly installments of Rs. 20,83,333/- .

ii) Term Loan from a Bank amounting to Rs. 12,50,00,000/- together with working capital facility from the same Bank is secured by exclusive charge on the title deeds of Nilmoni Tea Estate, current assets of Karnataka division both present and future. Out of the above loan, loan of Rs. 3,33,33,333/- is payable in remaining 8 quarterly installments and loan of Rs. 9,16,66,667/- is payable in remaining 11 quarterly installments.

i) Working Capital Loan of Rs. 11,84,01,389/- is secured by pledge of certain Fixed deposits.

ii) Working Capital Loan of Rs. 7,00,00,000/- is secured by way of exclusive charge on the title deeds of Nilmoni Tea Estate and the Current Assets of the Karnataka Division, both present and future.

iii) Working Capital Loan of Rs. 6,69,11,460/- is secured by equitable mortgage of Jamirah Tea Estate and Pullikanam Tea Estate and also by way of hypothecation of current assets of Kerala Division.

iv) Working Capital Loan from ICICI Bank is secured by way of exclusive charge on the title deeds and entire movable fixed assets of Joonktollee Tea Estate & Factory, and hypothecation of entire stock, book debts and other current assets of Joonktollee Tea Estate, Nilmoni Tea Estate & Shreemoni Tea Factory. Balance at the reporting date since being positive, is disclosed under Cash & Bank Balances (Ref.Note No.2.14 ) instead of Short Term Borrowings.

2014-15 2013-14

A. Contingent Liability not provided for -

Claims against the Company not acknowledged as debts :

i) Income Tax under appeal * 15,599,345 20,354,935

* Rs. 9,239,139/- (Previous Year - Rs. 74,044/-) paid / adjusted.

ii) Sales Tax under appeal (Total amount paid under protest) 1,783,041 1,783,041

iii) Claims of Creditors & workers 2,039,725 2,039,725

iv) Seigniorage Charges (KERALA Forest Dept.) 17,702,033 17,702,033 (Total amount paid under protest)

v) Provident Fund Damages 6,951,579 6,241,601

vi) Lease Rent ** 7,486,535 6,086,645

**The Government of Kerala has increased the Lease Rent payable in respect of Chemoni and Pudukad Estates from Rs. 2/- per Acre to Rs. 1300/- per Hectare with effect from 25th November, 2009. The Company filed Writ Petition before the Hon'ble Court of Kerala challenging the increase and the case is subjudice. The Company has paid Rs. 60,86,645/- ( Previous Year Rs. 60,86,645/- ) on account of the increased Lease rental under protest.

In respect of above matters, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements pending at various forums / authorities.

B. The Company's entitlement of Rs. 17,560,442/- (Previous Year Rs. 17,560,442/-) under section 80-IC of the Income Tax Act, 1961 in respect of income generated from facilities situated in North East states is pending before Hon'ble High Court since assessment year 2004-05 to 2014-15. The management of the Company does not foresee any additional liability of the income tax at this point.

C. Estimated amount of contract remaining to be executed on capital account and not provided for Rs. 3,684,896/- (Previous Year Rs. 24,333,147/-) (Net of Advances).

D. Transfer of certain assets/liabilities from/to transferor companies/demerged units under the scheme of arrangement/amalgamations carried out in earlier years are still in the process of completion.

E. As reported in earlier years a special leave petition filed by the Company has been admitted before the Hon'ble Supreme Court in the matter of transfer of rights of legal proceedings of "Sampaji Rubber Estate", against the order passed by the Division Bench of Hon'ble High Court at Madras. The above rights was transferred to the Company under a Scheme in an earlier year. The matter is subjudice and value of above rubber estate in the books of the company is Rs. Nil (Previous Year Rs. Nil )

F. The Pullikanam Tea Estate of the company had taken up in earlier years the task of replantation of substantial part of its tea estate which was abandoned in earlier years and the then existing tea plants could not be revived. As per the consistent accounting policy followed by the said estate, the replantation expenditure incurred on above specified area has been capitalized as the benefit of the same shall accrue over a period of time. A sum of Rs. 1,21,27,640/- (Previous Year Rs. 1,73,18,658/- ) has been incurred during the year on the above account.

G. Proceeds from JTIL Share Trust represents money remitted by the trust during the year to the Company in lieu of Dividend Rs. 3,21,546/- (Previous Year Rs. 1,117,655/-) and profit on sale of shares held by the Trust Rs. 2,18,69,399/- (Previous Year Rs. 7,312,332/-).

H. Trade Receivables, Loans & Advances and Deposits include certain overdue and unconfirmed balances. However, in the opinion of the management, these current assets would, in the ordinary course of business, realize the value stated in the accounts.

I. Miscellaneous Expenditure under Note No. 2.22 includes revenue expenditure on research and development Rs. 414,400/- (Previous Year Rs. 353,500/-) incurred towards subscription to Tea Research Association.

J. There are no outstanding dues to suppliers / service providers covered under Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED'). The disclosures as required under the said Act are as under :-

The above information has been determined to the extent such parties identified on the basis of information available with the Company.

K. The amount of borrowing cost capitalized during the year is Rs. Nil.

L. The exposure of the Company in foreign currency at the end of the year is Rs. Nil (Previous year Rs. Nil).

M. The Company has considered business segments as the primary segment for disclosure. The business segments of company are Tea, Coffee and Rubber which have been identified taking into account the organizational structure as well as the differing risks and returns of these segments. The segment wise revenue, assets and liabilities relate to the respective amounts directly identifiable with each other of the segments. There is no inter-segment revenue.

N. As per the requirements of Accounting Standard - 28 on "Impairment of Assets", the Company has assessed the carrying amount of assets vis a vis their recoverable values and no impairment is envisaged at the balance sheet date.

O. Employee Benefits (Revised Accounting Standard 15) a) Defined Contribution Plan

The Company makes contribution towards provident fund and superannuation fund to a defined contribution retirement plan for qualifying employees. The Provident fund plan is operated by statutory authorities. Under the said scheme the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits.

The Company operates a superannuation scheme for certain employees and contributions by the Company under the scheme, is charged against revenue every year.

During the year the company has contributed Rs. 31,688,741/- (Previous Year Rs. 29,865,870/-) for Provident Fund and Pension Fund and Rs. 4,175,955/- (Previous Year Rs. 3,705,192/-) for Superannuation Fund. The contributions payable to these plans by the Company are at the rates specified in the rules of the scheme.

b) Defined Benefit Plans

i) The Company makes annual contribution of gratuity to gratuity funds duly constituted and administered by independent trustees and funded with LIC/independent trust for the qualifying employees. The scheme provides for a lump sum payment to vested employees upon retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of 5 years of continuous service.

ii) The employees of the Company are also eligible for encashment of leave upon retirement up to 30 days for each year (maximum 120 days). The benefit obligation related to leave liability are funded with Life Insurance Corporation of India.

iii) The present value of defined obligation and related current cost are measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date.

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

(b) The Gratuity Scheme is invested in a Group Gratuity - Cum- Life Assurance Cum Accumulation Policy offered by Life Insurance Corporation of India and the Independent Administered Gratuity Fund. The information on the allocations of fund managed by LIC into major assets classes and expected return on each major classes are not readily available. In case of company's administered trust, 100% allocation of fund has been made towards government securities. The expected rate of return on plan assets is based on the assumed rate of return provided by Company's actuary.

(c) The Company expects to contribute Rs. 40.00 lacs (Previous Year Rs. 46.38 lacs) to its gratuity fund in 2015-16.

(d) The table below illustrates experience adjustment disclosure as per Para 120 (n) (ii) of Accounting Standard 15 - Employee Benefits.

P. Related party disclosures as required by Accounting Standard - 18 "Related Party Disclosures" are given below :

Relationships:

(a) Subsidiaries of the Company :

Gloster Real Estate Private Limited. (GREPL)

Cowcoody Builders Private Limited (CBPL)

Pranav Infradev Company Private Limited (PICPL)

(b) Associate of the Company :

The Cochin Malabar Estates & Industries Limited (TCMEIL)

(c) Enterprises/Individual having control over the Company :

i) Gopal Das Bangur

ii) Pushpa Devi Bangur

iii) Hemant Bangur

iv) Vinita Bangur

v) Kettlewell Bullen & Company Limited (KBCL)

vi) The Oriental Company Limited (TOCL)

vii) Madhav Trading Corporation Limited (MTCL)

viii) The Cambay Investment Corporation Limited (TCICL)

ix) Credwyn Holdings (I) Private Limited (CHPL)

x) Wind Power Vinimay Private Limited (WPVPL)

(d) Other Companies over which the Key Management Personnel are able to exercise a significant influence and with whom transactions took place during the year:

i) Gloster Ltd. (GL)

(e) Key Management Personnel :

i) Mr. Hemant Bangur - Executive Vice-Chairman

ii) Mr. K. C. Mohta - Executive Director & C.E.O.

T. Previous year's figures have been regrouped / rearranged wherever necessary to make them comparable with that of current year.

---

Mar 31, 2014

A) The Company has only one class of issued shares i.e. Ordinary Shares having par value of Rs. 10/- per share. Each holder of Ordinary Shares is entitled to one vote per share and equal right for dividend. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the ordinary shareholders are eligible to receive the remaining assets of the Company after payment of all preferential amounts, in proportion to their shareholding.

b) The Company does not have any holding company or ultimate holding company.

c) No Ordinary Shares have been reserved for issue under options and contracts/commitments for the sale of shares/ disinvestment as at the Balance Sheet date.

e) No Ordinary Shares have been bought back by the Company during the period of 5 years preceding the date as at which the Balance Sheet is prepared.

f) 30,46,213 (Previous year 30,46,213) Ordinary shares of Rs. 10/-each fully paid up have been issued pursuant to scheme of amalgamation and arrangement for consideration other than cash in immediately preceding five years.

g) No securities convertible into Ordinary/Preference shares have been issued by the Company during the year.

Security and Repayment Terms :

i) Term Loan from a Bank amounting to Rs. 8,54,16,669/- together with working capital facility from the same Bank is secured by equitable mortgage of Jamirah Tea Estate and Pullikanam Tea Estate and also by way of hypothecation of current assets of Kerala Division. Out of the above Rs. 3,54,16,669/- has been prepaid during April, 2014 and balance loan is repayable in remaining 24 quarterly installments of Rs. 20,83,333/-.

ii) Term Loan from a Bank amounting to Rs. 5,35,50,000/- is secured by hypothecation of immovable fixed assets of Shreemoni Factory. The loan has been repaid fully in April, 2014.

iii) Term Loan from a Bank amounting to Rs. 15,00,00,000/- together with working capital facility from the same Bank is secured by exclusive charge on the title deeds of Nilmoni Tea Estate, current assets of Karnataka division both present and future. Out of the above loan, loan of Rs. 5,00,00,000/- is payable in remaining 12 quarterly installments starting June, 2014 and loan of Rs. 10,00,00,000/- is payable in 12 quarterly installments starting March, 2015.

Security and Charge :

i) Working Capital Loan of Rs. 13,223/- is secured by way of hypothecation of entire movable Fixed Assets and Current Assets of Joonktollee Tea Estate and Factory and Current Assets of Nilmoni Tea Estate.

ii) Working Capital Loan of Rs. 9,92,75,961/- loan is secured by pledge of certain Fixed deposit.

iii) Working Capital Loan of Rs. 7,00,00,000/- is secured by way of exclusive charge on the title deeds of Nilmoni Tea Estate and the Current Assets of the Karnataka Division both present and future.

iv) Working Capital Loan of Rs. 2,22,434/- is secured by equitable mortgage of Jamirah Tea Estate and Pullikanam Tea Estate and also by way of hypothecation of current assets of Kerala Division.

(Amount in Rs.)

As at As at 31st March, 31st March, 2014 2013

A. Contingent Liability not provided for -

Claims against the Company not acknowledged as debts :

i) Income Tax under appeal * # * Rs. 74,044/- (Previous Year - 20,354,935 17,276,245 Rs. 74,044/-) paid under protest ii) Sales Tax under appeal (Total amount paid under protest) 1,783,041 1,783,041

iii) Claims of Creditors & workers 2,039,725 2,039,725

iv) Seigniorage Charges (KERALA Forest Dept.) 17,702,033 17,702,033 (Total amount paid under protest)

v) Provident Fund Damages 6,241,601 6,241,601

vi) Lease Rent ** 6,086,645 4,686,755

# The Company''s entitlement of Rs. 17,560,442/- (Previous Year Rs. 17,560,442/-) under Section 80-IC of the Income Tax Act, 1961 in respect of income generated from facilities situated in North East states is pending before Hon''ble High Court since assessment year 2004-05 to 2014-15. The management of the Company does not foresee any additional liability of the income tax at this point.

**The Government of Kerala has increased the Lease Rent payable in respect of Chemoni and Pudukad Estates from Rs. 2/- per Acre to Rs. 1300/- per Hectare with effect from 25th November, 2009. The Company filed Writ Petition before the Hon''ble Court of Kerala challenging the increase and the case is subjudice. The Company has paid the increased Lease rental under protest.

B. Estimated amount of contract remaining to be executed on capital account and not provided for Rs. 24,333,147/- (31.03.2013 - Rs. 1,084,686/-) (Net of Advances).

C. Transfer of certain assets/liabilities from/to transferor companies/demerged units under the scheme of arrangement/ amalgamations carried out in earlier years are still in the process of completion.

D. As reported in previous year the Company had filed a special leave petition before the Hon''ble Supreme Court in the matter of transfer of rights of legal proceedings of "Sampaji Rubber Estate", against the order passed by the Division Bench of Hon''ble High Court at Madras. The above rights was transferred to the Company under a Scheme in previous year. The matter is subjudice and value of above rubber estate in the books of the company is Rs. Nil.

E. The Pullikanam Tea Estate of the company had taken up in earlier year the task of replantation of substantial part of its tea estate which was abandoned in earlier years and the then existing tea plants could not be revived. As per the consistent accounting policy followed by the Cochin plantation division in earlier years, the replantation expenditure incurred above specified areas has been capitalized during the year as the benefit of the same shall accrue over a very long period of time. A sum of Rs. 17,318,658/- has been incurred during the year on the above account.

F. Proceeds from JTIL Share Trust represents money remitted by the trust during the year to the Company in lieu of Dividend Rs. 1,117,655/- and profit on sale of shares held by the Trust Rs. 7,312,332/-.

G. In view of withdrawal of its nominee directors from the board controlled subsidiary "The Cochin Malabar Estates & Industries Ltd. (CMEIL) has ceased to be a subsidiary of the Company during the year. Interest Income on Inter Corporate Deposit in Note No. 2.17 includes Rs. 112,141,212/- towards interest income from 1st October, 2008 till date of payment of secured loan obtained by CMEIL in earlier years and recognized during the year on triggering of the parameters prescribed in the revival agreement.

H. Trade Receivables, Loans & Advances and Deposits include certain overdue and unconfirmed balances. However, in the opinion of the management, these current assets would, in the ordinary course of business, realize the value stated in the accounts.

I. Miscellaneous Expenditure under Note No.2.22 includes revenue expenditure on research and development Rs. 353,500/- (Previous Year Rs. 295,268/-) incurred towards subscription to Tea Research Association.

K. The amount of borrowing cost capitalized during the year is Rs. Nil.

L. The exposure of the Company in foreign currency at the end of the year is Rs. Nil (Previous year Rs. Nil).

N. As per the requirements of Accounting Standard - 28 on "Impairment of Assets", the Company has assessed the carrying amount of assets vis a vis their recoverable values and no impairment is envisaged at the balance sheet date.

O. Employee Benefits (Revised Accounting Standard 15)

a) Defined Contribution Plan

The Company makes contribution towards provident fund and superannuation fund to a defined contribution retirement plan for qualifying employees. The Provident fund plan is operated by duly constituted and approved independents trustees/governments. Under the said scheme the Company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits.

The Company operates a superannuation scheme for certain employees and contributions by the Company under the scheme, is charged against revenue every year.

During the year the Company has contributed Rs. 29,865,870/- (Previous Year Rs. 22,028,286/-) for Provident Fund and Pension Fund and Rs. 3,705,192/- (Previous Year Rs. 3,197,280/-) for Superannuation Fund. The contributions payable to these plans by the Company are at the rates specified in the rules of the scheme.

b) Defined Benefit Plans

i) The Company makes annual contribution of gratuity to gratuity funds duly constituted and administered by independent trustees and funded with LIC/independent trust for the qualifying employees. The scheme provides for a lump sum payment to vested employees upon retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of 5 years of continuous service.

ii) The employees of the Company are also eligible for encashment of leave upon retirement up to 30 days for each year (maximum 120 days). The benefit obligation related to leave liability are funded with Life Insurance Corporation of India.

iii) The present value of defined obligation and related current cost are measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date.

P. Related party disclosures as required by Accounting Standard - 18 "Related Party Disclosures" are given below : Relationships :

(a) Subsidiaries of the Company :

Gloster Real Estate Private Limited. (GREPL)

Cowcoody Builders Private Limited (CBPL)

Pranav Infradev Company Private Limited (PICPL)

The Cochin Malabar Estates & Industries Limited (CMEI) (upto 07.10.2013)

(b) Enterprises/Individual having control over the Company :

i) Gopal Das Bangur

ii) Pushpa Devi Bangur

iii) Hemant Bangur

iv) Vinita Bangur

v) Kettlewell Bullen & Company Limited (KBCL)

vi) The Oriental Company Limited (TOCL)

vii) Madhav Trading Corporation Limited (MTCL)

viii) The Cambay Investment Corporation Limited (TCICL)

ix) Credwyn Holdings (I) Private Limited (CHPL)

x) Wind Power Vinimay Private Limited (WPVPL)

(c) Other Companies over which the Key Management Personnel are able to exercise a significant influence:

i) Gloster Ltd. (GL)

ii) PDGD Investments & Trading Private Limited (PDGD)

iii) Kherapati Vanijya Limited (KVL)

(d) Key Management Personnel :

i) Mr. Hemant Bangur - Executive Vice-Chairman

ii) Mr. K. C. Mohta - Executive Director & C.E.O.

---

Mar 31, 2013

A. Contingent Liability not provided for -

Claims against the Company not acknowledged as debts : (Amount in Rs.)

2011-2012

i) Income Tax under appeal* 17,276,245 12,865,495

* Rs. 74,044/- (Previous Year - Rs. 74,044/-) paid under protest.

ii) Sales Tax under appeal (Total amount paid under protest) 1,783,041 1,783,04

iii) Claims of Creditors & workers 2,039,725

iv) Seigniorage Charges (KERALA Forest Dept.) 17,702,033

(Total amount paid under protest)

v) Provident Fund Damages 6,241,601

vi) Lease Rent** 4,686,755

-The Government of Kerala has increased the Lease Rent payable in respect of Chemoni and Pudukad Estates from Rs. 2/- per Acre to Rs. 1,350/- per Hectare with effect from 25th November, 2009. The Company filed Writ Petition before the Hon''ble Court of Kerala challenging the increase and the case is subjudice. The Company has paid the increased Lease rental under protest.

B. Estimated amount of contract remaining to be executed on capital account and not provided for Rs. 1,084,68&/- (31.03.2012 -Rs. 263,234/-) (Net of Advances).

C. Pursuant to the Scheme of Arrangement (the Scheme) between "Joonktollee Tea and Industries Limited" (herein after referred as Company) and "The Cochin Malabar Estates & Industries Limited" (herein after referred as CMEIL) as approved by Shareholders of the respective Companies on 5th April, 2012 and sanctioned by the Hon''ble High Court at Calcutta on 3rd December, 2012 under the provisions of The Companies Act, 1956, the Cochin Plantation Division of CMEIL (herein after referred as CPD) been demerged from CMEIL and merged with the Company w.e.f. 01.04.2011 (the appointed date)

The Certified copy of the order of Hon''ble High Court at Calcutta was filed with the Registrar of the Companies, West Bengal on 15th January, 2013. The accounts of the Company for the year have been prepared by giving the effect of the scheme. According to the scheme, with effect from the appointed date, CMEIL have carried out CPD related business activities in trust till the scheme becomes effective.

The Salient Features of the scheme are as under:

I. CMEIL is a subsidiary of the Company and engaged mainly in the business of cultivation & manufacture of Rubber and Tea. The CPD of CMEIL is consisting of Chemoni, Pudukad & Eichipara Rubber Estate & Factory, Sampaji Rubber Estate (under legal proceedings) and Pullikanam Tea Estate & Factory. From appointed date all the assets and liabilities of CPD have been incorporated in the books of the Company at their respective books values, as segregated by the management, on the basis of the audited accounts of CMEIL.

II. In terms of the Scheme, the Company had issued 1 (one) ordinary share of Rs. 10/- (ten) each fully paid up, ranking pari passu, for 2 (two) equity shares of Rs. 10/- (ten) each fully paid up held by the shareholders in CMEIL.

III. In respect of the equity shares held by the Company in CMEIL, the shares which are required to be issued by the Company in terms of II supra, has been allotted to the Board of the Trustees of "JTIL Share Trust" to have and to hold such shares in trust exclusively for the benefit of the Company and deal with same as they deem fit. For the purpose of ascertaining acquisition cost of shares held in trust provisions of Income Tax Act, 1961 has been applied. Being negative net worth of CMEIL, no cost has been allocated to the newly issued shares held in trust.

IV. In terms of Accounting Standard 14 "Accounting for Amalgamation" and based on Expert Advisory Committee opinion of ICAI, the difference between the purchase consideration and value of net assets acquired of CPD after carrying out necessary amendments and/or adjustments, an amount of Rs. 69,839,106/- has been treated as Share Premium in the nature of capital reserve being amalgamation in the nature of Merger. As per the scheme the Company has issued 21.39% of its post amalgamated equity base to the shareholders of CMEIL.

V. In view of the scheme, the Company has issued and allotted 885,954 ordinary share of Rs. 10/- each and these shares shall be entitled to a dividend @ Rs. 2.50 each per share as approved by the Board of directors at their meeting dated 28th January, 2013.

VI. As per the scheme a sum of Rs. 2,214,885/- and Rs. 143,724/- respectively has been provided as proposed dividend and corporate dividend tax respectively for the year 2011-12 for the shares issued in lieu of scheme.

VII. In the above financial statement, impact has been given for all the transactions of CPD during the period from 01.04.2012 to 31.03.2013. The net accounting impact for all the transactions of CPD during the period from 01.04.2011 to 31.03.2012 has been carried as on 01.04.2012. In view of the above a sum of Rs. 60,805,938/- (after impact of current tax of Rs. 2,000,000/- and deferred tax of Rs. 966,600/-) has been adjusted with the balance of surplus account as on 01.04.2012.

VIII. Pending completion of the relevant formalities of transfer in/out of certain assets and liabilities of CPD, such assets and liabilities remain to be transferred in the name of the Company.

IX. Transfer of certain assets/liabilities from/to transferor companies/demerged units under the scheme of arrangement/ amalgamations carried out in earlier years are still in the process of completion.

D. During the year the Company has filed a special leave petition before the Hon''ble Supreme Court in the matter of transfer of rights of legal proceedings of "Sampaji Rubber Estate", an erstwhile property of The Cochin Malabar Estates and Industries Ltd., against the order passed by the Division Bench of Hon''ble High Court at Madras. The above rights has been transferred to the Company under the Scheme as above. The matter is subjudice and value of above rubber estate in the books of the company isRs. Nil.

E. The Pullikanam Tea Estate of the Company (previously part of Cochin Plantation Division) had taken up in earlier year the task of replantation of substantial part its tea estate which was abandoned in earlier years and the then existing tea plants could not be revived. As per the consistent accounting policy followed by the Cochin Plantation Division in earlier years, the replantation expenditure incurred above specified areas has been capitalized during the year as the benefit of the same shall accrue over a very long period of time. A sum of Rs. 18,444,751/- has been incurred during the year on the above account.

F. During the year the Company has acquired a tea factory "Shreemoni Tea Factory "having a tea manufacturing capacity of 12,00,000 Kgs. The production in the above factory was started on 1st April, 2013. The title deeds of the immoveable properties to above factory is in the process of transfer in the name of the Company.

G. Trade Receivables, Loans & Advances and Deposits include certain overdue and unconfirmed bal ances. However, in the opinion of the management, these current assets would, in the ordinary course of business, realize the value stated in the accounts.

H. Miscellaneous Expenditure under Note No. 2.22 includes revenue expenditure on research and development Rs. 295,268/- (Previous Year Rs. 361,511/-) incurred towards subscription to Tea Research Association.

I. There are no outstanding dues to suppliers/service providers covered under Micro, Small and Medium Enterprises Development Act, 2006 (''MSMED''). The disclosures as required under the said Act are as under:-

J. As per the requirements of Accounting Standard - 28 on "Impairment of Assets", the Company has assessed the carrying amount of assets vis a vis their recoverable values and no impairment is envisaged at the balance sheet date.

K. Employee Benefits (Revised Accounting Standard 15)

a) Defined Contribution Plan:

The Company makes contribution towards provident fund and superannuation fund to a defined contribution retirement plan for qualifying employees. The Provident fund plan is operated by duly constituted and approved independents trustees /governments. Under the said scheme the company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits.

The Company operates a superannuation scheme for certain employees and contributions by the Company under the scheme, is charged against revenue every year.

During the year the company has contributed Rs. 22,028,286/- (Previous Year Rs. 13,084,772/-) for Provident Fund and Pension Fund and Rs. 3,197,280/- (Previous Year Rs. 1,703,156/-) for Superannuation Fund. The contributions payable to these plans by the Company are at the rates specified in the rules of the scheme.

b) Defined Benefit Plans:

i) The Company makes annual contribution of gratuity to gratuity funds duly constituted and administered by independent trustees and funded with LIC/independent trust for the qualifying employees. The scheme provides for a lump sum payment to vested employees upon retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of 5 years of continuous service.

ii) The employees of the Company are also eligible for encashment of leave upon retirement up to 30 days for each year (maximum 120 days). The benefit obligation related to leave liability are funded with Life Insurance Corporation of India.

iii) The present value of defined obligation and related current cost are measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date.

---

Mar 31, 2010

1. Contingent Liability not provided for -

Claims against the Company not acknowledged as debts: (Amount in Rs.)

2009-10 2008-09

i) Consent fee under Water (Prevention & Control of Pollution) Act, 1974 and Air (Prevention & Control Board of Pollution) Act,1981 - 312,000

ii) Income Tax under appeal

A.Y. 2003-04* 74,044 74,044

A.Y. 2006-07 1,754,026 1,754,026

A.Y. 2007-08 680,965 -

*Rs. 74,044 paid under protest

iii) Sales Tax under appeal

P.Y. 2003-04 369,000 -

2. Estimated amount of contract remaining to be executed on Capital Account and not provided for Rs. 6,435,309/- (31.03.2009- Rs. 551,308/-) (Net of Advances).

3. "Debts of a subsidiary acquired" of Rs. 524.27 lacs in Schedule 9 represents debts of The Cochin Malabar Estates & Industries Limited (CMEI) acquired in previous year. As reported last year, the Company has entered into an revival agreement with The Cochin Malabar Estates & Industries Limited which interalia provides the Companys right to recompense the benefits of debt acquisition and prescribes certain parameters for interest accrual on such debt. Considering the revival status of The Cochin Malabar Estates & Industries Limited and debt acquisition being strategic in nature no interest accrual has been deemed necessary in the current year by the management of the Company.

4. Pursuant to the scheme of amalgamation (the Scheme) between Jamirah Tea Company Limited (hereinafter referred as Jamirah) and the Company as approved by shareholders of the respective companies on 29th January, 2010 and sanctioned by the Honble High Court at Kolkata on 29th March, 2010, under the provisions of The Companies Act, 1956, Jamirah has been merged with the Company w.e.f. appointed date i.e. 01.04.2009.

The Certified copy of the order of Honble Court has been filed with the Registrar of the Companies on 21 st May, 2010. The accounts for the year have been prepared by giving the effect of the scheme.

The Salient Features of the scheme are as under:

a) All the assets and liabilities of Jamirah as on the appointed date have been incorporated in the books of the company at their respective books values on the basis of their audited books as on 31.03.2009 except the carrying value of Land and plantation has been considered at Rs. 31.40 crores as per approved scheme.

In terms of the Scheme, the following equity shares, ranking parripassu, are to be issued to the share holders of the Jamirah. The equity shares held by the Company in the capital of the Jamirah have been cancelled.

b) The accounting treatment as set out in the aforesaid scheme has been done as per the purchase method of accounting as per Accounting Standard 14 "Accounting for Amalgamation". The difference of Rs. 19,97,37,780/- between the consideration and value of net assets as stated in note no (a) above has been treated as capital reserve. The Company will be issuing 0.69% of its post amalgamated equity base for entire share capital of Transferor Company after considering the elimination of its own holding in Jamirah.

c) Shares Suspense represents 22,600 shares of Rs. 10/- each to be issued to the shareholders of the Transferor Company which will rank parri passu with the shareholders of the Company as per the scheme with effective from appointed date. The shares will be allotted on completion of necessary formalities under the Companies Act and Listing agreements. Such dividend shall be payable to them upon allotment of shares and provided in the accounts of the current year.

d) Pursuant to the scheme, the authorized share capital of Transferor Companies shall be added to the authorized capital of the Company and the increase in the authorized share capital in the current year represents the same.

e) Pending completion of the relevant formalities of transfer of certain assets and liabilities of Transferor Company pursuant to scheme as mentioned in point (a) above, such assets and liabilities remain included in the books of the Company under the name of Transferor Company.

f) The financial statement of Jamirah has been audited by erstwhile auditors of Jamirah and approved by erstwhile board of Jamirah on 20th May, 2010. The same financial statements have been incorporated in the current year financial results of the Company after giving impact of amalgamation.

5.Transfer of certain assets/liabilitiesfrom/to Transfer or Companies/ demergedunitsundertheschemeofarrangement/amalgamationscarried out in earlieryears are still in the process of completion.

The above information has been determined to the extent such parties identified on the basis of information available with the Company.

6. The Company is mainly engaged in the production of Tea, Coffee and Minor Produces. In the opinion of the management the above product relate to plantation activities only and therefore do not form separate Segment for the purpose of Segment Reporting under Accounting Standard - 17 on Segment Reporting as notified underThe Companies Accounting Standard Rule 2006". None of the income from other sources falls underthe criteria of reportable segment as perthe relevant provision of the Accounting Standard.

7. The amount of borrowing cost capitalized during the year is Rs. Nil.

8. The exposure of the Company in foreign currency at the end of the year is Rs. Nil (Previous year - Rs. Nil).

9. Employee Benefits (Revised Accounting Standard -15)

a) Defined Contribution Plan

The Company makes contribution towards Provident Fund and Superannuation Fund to a defined contribution retirement plan for qualifying employees. The Provident Fund plan is operated by duly constituted and approved Independents Trustees/Governments. Under the said scheme the Company is required to contribute a specific percentage of pay roll costs in respect of eligible employees to the retirement benefit scheme to fund the benefits.

The Company operates a Superannuation Scheme for certain employees and contributions by the Company underthe scheme, is charged against revenue every year.

During the year the Company has recognised Rs.10,276,795/- (Previous Year Rs. 7,191,308/-) for Provident Fund contribution and Rs. 2,209,555/- (Previous Year Rs. 1,482,197/-) for superannuation fund contribution. The contributions payable to these plans by the Company are at the rates specified in the rules of the scheme.

b) Defined Benefit Plans

i) The Company makes annual contribution of gratuity to gratuity funds duly constituted and administered by independent trustees and funded with LIC/independent trust for the qualifying employees. The scheme provides for a lump sum payment to vested employees upon retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of 5 years of continuous service.

ii) The employees of the Company are also eligible for encashment of leave upon retirement up to 30 days for each year (maximum 120 days). The company does not maintain any fund to pay for compensated absences.

iii) The present value of defined obligation and related current cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at each Balance Sheet date.

(a) Amount not recognised as an asset, because of the limit prescribed to Accounting Standard -15 (Revised 2005) i.e. Employees Benefits is Rs. Nil.

(b) There is no reimbursement right at the balance sheet date.

(c) Fair value of plan assets does not include any amount for Companies own financial instruments or any property occupied by, or other assets used by, the Company.

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

(e) The Gratuity Scheme is invested in a Group Gratuity - Cum- Life Assurance Cum Accumulation Policy offered by Life Insurance Corporation of India and the Independent Administered Gratuity Fund. The information on the allocations of fund managed by LIC into major assets classes and expected return on each major classes are not readily available. In case of Companys administered trust, 100o/0 allocation of fund has been made towards government securities. The expected rate of return on plan assets is based on the assumed rate of return provided by Companys actuary.

(f) The Company expects to contribute Rs. 178.81 lacs to its gratuity fund in 2010-11.

(g) The disclosure as required by Para 120 (b) of Accounting Standard -15 have been made to the extent applicable to the Company.

10. As reported last year, the Company has realised Rs. 25.97 lacs out of overdue outstanding of Rs. 78.36 lacs due from a debtors.The management is hopeful of recovering the balance amount also and considering the positive outcome of talks with the debtor, the balance amount has been considered good for recovery.

11. The Companys entitlement to deduction under section 80-IC of the Income Tax Act, 1961 in respect of income generated from facilities situated in North East states is pending before Appellate tribunal since assessment year 04-05. Pending disposal of appeal by the Appellate tribunal, the Company continues to claim benefit under section 80-IC which for the year amounts to Rs. 58.06 lacs. The management of the Company does not foresee any additional liability of the income tax at this point.

12. Related Party Disclosures as required by AS - 18"Related Party Disclosures-are given below: Relationships

(a) Subsidiaries of the Company

Gloster Real Estate Private Limited (GREPL) Cowcoody Builders Private Limited (CBPL) Pranav Infradev Company Private Limited (PICPL)

The Cochin Malabar Estate & Industries Limited (CMEI)

(b) Enterprises/Individual having control over the Company

i) Purushottam Das Bangur

ii) Purushottam Das Bangur (HUF)

iii) Gopal Das Bangur

iv) Gopal Das Bangur (HUF)

v) Mungneeram Bangur & Company

vi) Pushpa Devi Bangur

vii) Hemant Bangur

viii) Hemant Bangur (HUF)

ix) Vinita Bangur

x) The Cochin Malabar Estate & Industries Limited (CMEI)

xi) Kettlewell Bullen & Company Limited (KBCL)

xii) The Oriental Company Limited (TOCL)

xiii) MadhavTrading Corporation Limited (MTCL)

xiv) The Cambay Investment Corporation Limited (TCICL)

xv) Credwyn Holdings (I) Private Limited (CHPL)

xvi) Wind PowerVinimay Private Limited (WPVPL)

(c) Other Companies over which the Key Management Personnel are able to exercise a significant influence Gloster Jute Mills Ltd. (GJML)

The Phosphate Company Limited*

Port Shipping Company Limited*

The Kamala Company Limited*

Laxmi Asbestos Products Limited*

MarwarTextile (Agency) Limited*

PD GD Investments &Trading Private Limited (PDGD)

Jagdishpur Company Limited*

Bombay Agency Company Private Limited*

KherapatiVanijya Limited (KVL)

* No transactions during the year

(d) Key Management Personnel

Mr. Hemant Bangur-Executive Vice-Chairman Mr. K. C. Mohta - Executive Director & C.E.O.

13. Due effect of scheme of amalgamation during the year, the current years figures are not comparable with previous year figures. Previous year figures have been arranged/regrouped wherever necessary.