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Notes to Accounts of McLeod Russel (India) Ltd.

Mar 31, 2017

Note 1: Schemes of Amalgamation/Scheme of Arrangement gives effect to in earlier years

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

Note 2: Employee Benefits

I. Provident Fund and Other Plans:

During the year an amount of Rs 6025.69 lakhs (31st March 2016 - Rs. 5357.60 lakhs) has been recognized as expenditure towards Defined Contribution plans of the Company.

Provident Fund:

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

The Actuary has carried out actuarial valuation of plan''s liabilities and interest rate guarantee obligations as at the balance sheet date as per the principle laid down in AS19 (2015) issued by Ministry of corporate affairs and guidelines GN26 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate obligation of the Company as at the balance sheet date. Further during the year, the Company''s contribution of Rs. 366.44 lakhs (31st March 2016 - Rs. 332.10 lakhs) to the Provident Fund Trust has been expensed under the ''Contribution to Provident and Other Funds''. Disclosures given hereunder are restricted to the information available as per the Actuary''s report.

II. Post Employment Defined Benefit Plans:

a) Gratuity (Funded)

The Company''s gratuity scheme, a defined benefit plan is as per the Payment of Gratuity Act, 1972, covers the eligible employees and is administered through certain gratuity fund trusts. Such gratuity funds, whose investments are managed by insurance companies/trustees themselves, make payments to vested employees or their nominees upon retirement, death, incapacitation or cessation of employment, of an amount based on the respective employee''s salary and tenure of employment subject to a maximum limit of Rs. 10.00 lakhs. Vesting occurs upon completion of five years of service. The amount of gratuity payable is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.

b) Superannuation (Funded)

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

c) Staff Pension - Type A (Funded)

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

d) Staff Pension - Type B (Unfunded)

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

e) Medical Insurance Premium Reimbursement (Unfunded)

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

f) Expatriate Pension (Unfunded)

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

The following tables set forth the particulars in respect of aforesaid Defined Benefit plans of the Company for the year ended 31st March 2017 and corresponding figures for the previous year:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period

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

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

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

Company''s best estimate of contribution expected to be paid to the Funds in the next year

Risk Exposure

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

Asset volatility The plan liabilities are calculated using a discount rate set with reference to bond yields: if plan assets underperform this yield, this will create a deficit. The plan asset investments is in bonds, special deposit, LIC and other insurance companies. The company has a risk management strategy where the aggregate amount of risk exposure on a portfolio is maintained at a fixed range. Any deviation from the range are corrected by rebalancing the portfolio. The Company intends to maintain the above investment mix in the continuing years.

Changes in yields A decrease in yields will increase plan liabilities.

Life Expectancy The pension and medical plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in the increase in the plans liabilities. This is particularly significant where inflationary increases result in higher sensitivity to changes in life expectancy.

The Company ensures that the investment positions are managed within an asset-liability matching (ALM) framework that has been developed to achieve long-term investments that are in line with the obligations under the employee benefits plans. Within this framework, the Company''s ALM objective is to match assets to the pension obligations by investing in long-term securities with maturities that match the benefit payments as they fall due.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations. The company has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.

(b) In connection with a Term Loan of Rs.5000.00 lakhs (31st March 2016 - Rs. 5000.00 lakhs, 1st April 2015 - Rs 5000.00 lakhs) taken by McNally Bharat Engineering Company Limited (MBECL) from one of its Bankers, the Company has furnished a Non-Disposal Undertaking in respect of its present and future holding of shares in MBECL to remain valid so long as any monies remain due by MBECL in respect of the said loan to the said bank.

(c) The Company has undertaken to continue to directly hold 100% ( 31st March 2016 - 100%, 1st April 2015 -100%) of the shares in the share capital of Borelli Tea Holdings Limited (BTHL) in connection with the Senior Term Loan facility of USD 20.50 million (31st March 2016 - EURO 6.00 million; 1st April 2015 - EURO 6.00 million) obtained by BTHL from ICICI Bank UK PLC, Frankfurt.

(d) Non-cancellable operating leases

The Company has entered into non-cancellable operating lease agreements for a plot of land for a period of 30 years with option for renewal on mutually agreed terms and a tea-manufacturing factory for the period from 1st January, 2013 to 31st December, 2017. The Lease Rent is charged in the Statement of Profit and Loss and future lease commitments are:

b) Guarantees given on behalf of a subsidiary in order to secure the loan availed by them - Rs. 21400.50 lakhs (31st March 2016 - Rs. 26616.63 lakhs, 1st April 2015 - Rs. 24658.50 lakhs); Year-end balance of loan Rs. 10563.95 lakhs (31st March 2016 - Rs. 15268.87 lakhs, 1st April 2015 - Rs. 15947.08 lakhs).

c) Bank Guarantees Rs. 164.46 lakhs (31st March 2016 - Rs. 158.01 lakhs, 1st April 2015 - Rs. 123.96 lakhs)

It is not practicable for the Company to estimate the timings of the cash outflows, if any, in respect of the above pending resolution of the same.

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

Note 41: Events occurring after the reporting period

Refer to Note 48(b) for the final dividend recommended by the directors which is subject to the approval of shareholders in the ensuing Annual General Meeting.

Note 3: Related Party Disclosures as per Ind AS-24

(a) Subsidiaries

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI) (amalgamated with McLeod Russel Uganda Limited)

McLeod Russel Uganda Limited (MRUL)

Gisovu Tea Company Limited (GTCL)

McLeod Russel Middle East DMCC (MRME)

McLeod Russel Africa Limited (MRAL)

Pfunda Tea Company Limited (PTCL)

(b) Associate

D1 Williamson Magor Bio Fuel Limited

(c) Key Management Personnel

Mr. Aditya Khaitan (AK) Managing Director

Mr. Rajeev Takru (RT) Wholetime Director

Mr. Azam Monem (AM) Wholetime Director

Mr. Kamal Kishore Baheti (KKB) Wholetime Director

Mr. Brij Mohan Khaitan (BMK) Non-Executive Director

Mr. Amritanshu Khaitan (AAK) Non-Executive Director

Dr. Raghavachari Srinivasan (RAS) Non-Executive Director

Mr. Bharat Bajoria (BB) Non-Executive Director

Mr. Ranabir Sen (RS) Non-Executive Director

Mr. Utsav Parekh (UP) Non-Executive Director

Mrs. Ramni Nirula (RN) Non-Executive Director

Mr. Padam Kumar Khaitan (PKK) Non-Executive Director

(d) Relatives of Key Management Personnel with whom transactions took place during the year.

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

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

Mrs. Kavita Khaitan (KK) Wife of Mr. Aditya Khaitan

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

Mrs. Zubeena Monem (ZM) Wife of Mr. Azam Monem

Remuneration for 2016-17 includes Rs. 396.89 lakhs paid/payable to Managing Director in accordance with Shareholders'' approval obtained at the Sixteenth AGM of the Company held on 23rd July, 2014. However, due to inadequacy of profit of the Company during the year 2016-17, the said remuneration has exceeded the limit by Rs 266.40 Lakhs prescribed under Section 197 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 in anticipation of which the Company has applied to the Central Government seeking its approval to the said remuneration.

Note 4: Segment Information

In terms of Indian Accounting Standard (Ind AS) 108 on ''Operating Segment'' notified in the Act, segment information has been presented in the Consolidated Financial Statements, prepared pursuant to Indian Accounting Standard (Ind AS) 110 on ''Consolidated Financial Statements'' and Indian Accounting Standard (Ind AS) 28 on ''Investments in Associates and Joint Ventures'' notified in the Act, included in the Annual Report for the year.

(i) Fair value hierarchy

(a) Financial Instruments

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value (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 prescribed under the accounting standard. An explanation of each level follows underneath the table.

(b) Biological assets other than bearer plants

This section explains the judgments and estimates made in determining the fair values of the biological assets other than bearer plants that are recognized and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its biological assets other than bearer plants into level 2 in the fair value hierarchy, since no significant adjustments need to be made to the prices obtained from the local markets.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instruments is included in level 3. This is the case for unlisted equity securities and Other Long Term Receivable.

There are no transfers between level 1, level 2 and level 3 during the year.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

i the use of quoted market prices or dealer quotes for similar instruments

ii Forward exchange contracts and interest rate swap are calculated based on mark-to-market valuation by the bank.

iii the fair value of the unquoted equity instruments and remaining financial instrument is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 2 except for unlisted equity securities and Other Long Term Receivable.

(iii) Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. See (iii) above for the valuation techniques adopted.

(iv) Valuation processes

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. Discussions of valuation processes and results are held between the CFO and the valuation team at least once every three months, in line with the company''s quarterly reporting periods.

The carrying amounts of other financial assets and financial liabilities are considered to be the same as their fair values, due to their short term in nature.

Significant Estimates

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgment that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (ii) and (iii) above.

(vi) Equity Instruments carried at fair value through other comprehensive income.

These investments in equity instruments are not held for trading. Instead, they are held for long term strategic purpose. The Company has chosen to designate these investments in equity instruments FVOCI since, it provides a more meaningful presentation.

(vii) During the year, the Company has sold certain shares for strategic purpose.

Note 47: Financial risk management

The Company''s activities expose it to market risk, liquidity risk and credit risk. In order to minimize any adverse effects on the financial performance of the Company, the company has risk management policies as described below :-

(A) Credit risk

Credit risk refers to the risk of financial loss arising from default / failure by the counterparty to meet financial obligations as per the terms of contract. The Company is exposed to credit risk for receivables, cash and cash equivalents, financial guarantees and derivative financial instruments. None of the financial instruments of the Company result in material concentration of credit risks.

Credit risk on receivables is minimum since sales through different mode (eg. auction, consignment, private - both domestic and export) are made after judging credit worthiness of the customers, advance payment or against letter of credit by banks. The history of defaults has been minimal and outstanding receivables are regularly monitored. For credit risk on the loans to parties including subsidiary, the Company is not expecting any material risk on account of non-performance by any of the parties.

For derivative and financial instruments, the Company manage its credit risks by dealing with reputable banks and financial institutions.

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The carrying value of the financial assets represent the maximum credit exposure. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 46.

(B) Liquidity risk

Liquidity risk refers to the risk that the Company fails to honor its financial obligations in accordance with terms of contract. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.

Management monitors rolling forecasts of the company''s liquidity position (including the undrawn credit facilities extended by banks and financial institutions) and cash and cash equivalents on the basis of expected cash flows. In addition, the Company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

- all non-derivative financial liabilities, and

- derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

(C) Market risk

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EUR and GBP. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the Company''s functional currency(INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly probable forecast transactions.

The Company, as risk management policy, hedges foreign currency transactions to mitigate the risk exposure and reviews periodically to ensure that the results from fluctuating currency exchange rates are appropriately managed.

(ii) 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 interest rates.

The Company''s main interest rate risk arises from short term and long-term borrowings with variable rates, which expose the company to cash flow interest rate risk. The Company''s policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary. During 31st March 2017, 31st March 2016 and 1st April 2015, the Company''s borrowings at variable rate were mainly denominated in INR.

The Company''s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The exposure of the Company''s financial assets and financial liabilities as at 31st March 2017, 31st March 2016 and 1st April 2015 to interest rate risk is as follows:

Increase /decrease of 50 basis points (holding all other variables constant) in interest rates at the balance sheet date would result in an impact (decrease/increase in case of net income) of Rs. 395.31 lakhs and Rs. 324.74 lakhs on profit before tax for the year ended 31 March 2017 and 31 March 2016 respectively.

(iii) Price risk

The Company''s exposure to equity securities price risk arises from investments held - both quoted and unquoted and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss. The Company is not expecting high risk exposure from its investment in securities.

The table below sets forth the fair value of quoted and unquoted investments in securities of listed companies .

Sensitivity analysis for quoted equity investments

The impact of increases/decreases of the index on the Company''s quoted equity investments for the period is based on the assumption that the equity index had increased/ decreased with all other variables held constant, and that all the Company''s equity investments moved as per the market index.

Increase /decrease of 1000 basis points of index would result in an impact (increase/ decrease) by Rs. 722.43 lakhs and Rs. 734.57 lakhs on other comprehensive income for the year ended 31st March 2017 and 31st March 2016 respectively.

(D) Agricultural 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 (tea) due to increase in supply/availability.

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

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

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

- Forward contracts are made with overseas customers as well as domestic customers, in order to mitigate the financial risk in fluctuation in selling price of tea

- 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.

Note 48: Capital Management (a) Risk Management

The Company''s objectives when managing capital are to

(a) safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

(b) Maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Company monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company.

Note 5: In connection with an overseas acquisition of a subsidiary in 2005, the Income Tax authority had raised a demand of Rs.5278 lakhs during the year 2009-10 on the Company on account of alleged non-deduction of tax at source and interest thereon pertaining to the transaction. The Company challenged the said demand before the appropriate authorities and the matter is pending. Further, the Company has obtained a stay against the said demand from the Hon''ble High Court of Calcutta. The Company deposited Rs. 700.00 lakhs during the year 2011-12 with Income Tax Authority under protest (Refer Note 15). In any event, as per the related Share Purchase Agreement, Capital Gain tax or other tax, if any, relating to sale of shares etc. is to be borne by the seller and not the Company.

Note 6: Revenue Expenditure on Research and Development Rs. 177.30 lakhs (31st March 2016 - Rs. 132.67 lakhs) represent subscription to Tea Research Association.

Note 7: There are no outstanding dues of Micro and Small Enterprises (MSEs) based on information available with the Company.

Note 8: Salaries and Wages

Salaries and Wages excludes Rs. 1104.31 lakhs (31st March 2016 - Rs. 801.57 lakhs) and Stores and Spares consumed excludes Rs. 3552.68 lakhs (31st March 2016 - Rs. 3268.47 lakhs) debited to other accounts.

Note 9: Details of Loans and Guarantees given covered under section 186(4) of the Companies Act, 2013

During the year, the Company has given Interest bearing (which is not lower than prevailing yield of related Government Security close to the tenure of respective loans) loans to certain parties for their business purposes, which is repayable on demand;

- Williamson Magor & Co. Ltd. - Nil (31st March 2016 - Rs. 4875 lakhs, 1st April 2015 - Nil) at the year end and maximum amount outstanding during the year Rs. 22700 lakhs (31st March 2016 - Rs. 18125 lakhs, 1st April 2015 - Rs. 14400 lakhs).

- Babcock Borsig Ltd. - Rs. 12550 lakhs (31st March 2016 - Rs. 3950 lakhs, 1st April 2015 - Nil) at the year end and maximum amount outstanding during the year Rs. 22450 lakhs (31st March 2016 - Rs. 19700 lakhs, 1st April 2015 - Rs. 11300 lakhs).

- Borelli Tea Holdings Ltd. - Rs. 5300 lakhs (31st March 2016 -Rs. 3100 lakhs, 1st April 2015 - Rs. 4400 lakhs) at the year end and maximum amount outstanding during the year Rs. 5300 lakhs (31st March 2016 - Rs. 4900 lakhs, 1st April 2015 - Rs. 4400 lakhs).

- Williamson Financial Services Ltd. - Rs. 7350 lakhs (31st March 2016 - Rs. 5100 lakhs, 1st April 2015 - Rs. 3800 lakhs) at the year end and maximum amount outstanding during the year Rs. 22300 Lakhs (31st March 2016 -Rs. 19650 lakhs, 1st April 2015 - Rs. 9250 lakhs).

- McNally Bharat Engg. Co. Ltd. - Rs. 3405 lakhs (31st March 2016 - Rs. 7225 lakhs, 1st April 2015 - Nil) at the year end and maximum amount outstanding during the year Rs. 39121 lakhs (31st March 2016 -Rs. 20179 lakhs, 1st April 2015 - Nil).

- Seajulie Developers & Finance Ltd. - Rs. 4840 lakhs (31st March 2016 - Nil, 1st April 2015 - Nil) at the year end and maximum amount outstanding during the year Rs. 5620 lakhs (31st March 2016 - Nil, 1st April 2015 - Nil).

During the year 2014-15, the Company had given Guarantee of USD 33 million (equivalent Rs.20628.30 lakhs) to a bank in respect of loans availed / to be availed by Borelli Tea Holdings Ltd. (wholly owned subsidiary) for its business purpose. The guarantee would continue till full repayment of the loans by the subsidiary. Refer to Note 40(b).

Note 9: First-time adoption of Ind AS Transition to Ind AS

These are the Company''s first financial statements 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 31st March 2017, the comparative information presented in these financial statements for the year ended 31st March 2016 and in the preparation of an opening Ind AS balance sheet at 1st April 2015 (the Company''s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and Exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions A.1.1 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 elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated. The Company has applied same exemption for investment in associate.

A.1.2 Prospective application of Ind AS 21 to business combinations

The Company has elected to apply this exemption.

A.1.3 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Asset.

Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value. The Company does not have any de-commissioning liabilities as on the date of transition and accordingly no adjustment have been made for the same.

A.1.4 Designation of previously recognized financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS.

The Company has elected to apply this exemption for its investment in equity instruments.

A.1.5 Measurement of Investment in subsidiaries and associate

Ind AS 101 allows a first time adopter to measure investment in subsidiaries and associate at cost determined in accordance with Ind AS 27 or at deemed cost i.e. fair value of such investments at the entity''s date of transition or previous GAAP carrying amount at the date of transitions. Accordingly, the Company has adopted previous GAAP carrying amount of investment in subsidiary at cost. However, in respect of associate deemed cost is the fair value at the entity''s date of transition.

The Company has elected to apply this exemption for its investment in subsidiary and associate.

A.2 Ind AS mandatory exceptions A.2.1 Estimates

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1st April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

i Investment in equity instruments carried at FVOCI;

ii Investment in debt instruments carried at FVPL; and

iii Biological asset measured at fair value less cost to sell.

A.2.2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C. Notes to first-time Adoption Note 1: Replanting Cost

Under the previous GAAP, replanting cost was charged off to profit and loss account as and when incurred. Under Ind AS, such cost is being considered as bearer plant within the ambit of Ind AS 16 "Property, Plant and Equipment". Accordingly, replanting cost incurred after the transition date has been shown under Capital Work in Progress till the time it is ready for commercial production and capitalized under bearer plants when it is ready for commercial production. Consequent to the above change profit for the year ended 31st March 2016 has increased by Rs 1685.94 lakhs with corresponding increase in Capital work-in-progress..

Note 10: Depreciation on Bearer Plants

Underthe previous GAAP, neither the depreciation has been charged on bearer plants nor loss on disposal has been recognized. Under Ind AS, since bearer plants comes within the ambit of Ind AS 16 "Property, Plant and Equipment" depreciation and loss on disposal is being provided on bearer plants. Consequent to the above change profit for the year ended 31st March 2016 has decreased by Rs 2362.97 lakhs with corresponding decrease in balance of bearer plants.

Note 11: Investment in Subsidiary and Associate

The carrying value of investments in equity instruments in subsidiary and fair value of equity instruments in associate as on transition date have been considered as deemed cost. Fair value of equity instruments in associate has been considered as Rs. Nil as on the date of transition.

Consequent to above change, the total equity as on 1st April, 2015 and 31st March, 2016 has been reduced by Rs. 94.35 lakhs and Rs. 34.35 lakhs respectively.

Note 12: Fair valuation of Investments

Under the previous GAAP, investments in equity instruments were classified as long-term investments based on the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Under Ind AS, these investments are required to be measured at fair value (except for Investments in subsidiary and associates for which exemption with regard to deemed cost is adopted).

Fair value changes with respect to investments in equity instruments designated as at FVOCI have been recognized in FVOCI - Equity Investments (net of tax) as at the date of transition and subsequently in the other comprehensive income for the year ended 31st March 2016. This has increased FVOCI Equity Investments by Rs 6890.57 lakhs as at 31st March 2016 (1st April 2015- Rs 7550.00 lakhs).

Consequent to the above, the total equity as at 31st March 2016 increased by Rs 6890.57 lakhs (1st April 2015- Rs 7550.00 lakhs) and other comprehensive income for the year ended 31st March 2016 decreased by Rs 659.43 lakhs, respectively.

Note 13: Subsidies Receivable from Government

Under the previous GAAP, amount receivable as subsidy are recorded at their transaction value. Under Ind AS, such assets are measured at amortized cost . Difference between the amortized cost and the transaction value has been adjusted against Profit and Loss. Consequent to this change, the subsidy receivable has decreased by Rs 570.15 lakhs as at 1st April 2015 and 31st March 2016. Total equity decreased by Rs 570.15 lakhs as on 1st April 2015 and 31st March 2016.

Note 14: Other Long Term Receivable

Under the previous GAAP, amount receivable for sale of tea estates are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognized at fair value. Accordingly, the Company has fair valued the amount receivable for sale of tea estates. Difference between the fair value and the transaction value has been adjusted against Profit and Loss. Consequent to this change, the amount receivable for sale of tea estates decreased by Rs 89.69 lakhs as at 1st April 2015 and 31st March 2016. Total equity decreased by Rs 89.69 lakhs as on 1st April 2015 and 31st March 2016.

Note 15: Inventories

(a) 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.

Consequent to this change, inventory of raw materials has increased by Rs 158.64 lakhs and Rs 265.80 lakhs as at 1st April 2015 and 31st March 2016 respectively with corresponding increase in equity.

(b) 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 (i.e 40 % of factory cost) and other costs incurred in bringing the inventories to their present location and condition.

Consequent to this change, inventory of finished goods as on 1st April 2015 has increased by Rs 209.57 lakhs with corresponding increase in equity. However, Inventories as on 31st March 2016 had decreased by Rs 235.96 lakhs with corresponding decrease in equity.

Note 16: Biological Assets (i.e. unplucked leaf on tea bushes)

Under previous GAAP, biological assets i.e. unplucked leaf on tea bushes has neither been valued nor recognized in the accounts. Under Ind AS, unplucked leaf on tea bushes has been measured at its fair value less cost to sell. Consequent to this change, inventory of biological assets as on 1st April 2015 has increased by Rs. 314.17 lakhs with corresponding increase in equity. However, inventory of biological assets as on 31st March, 2016 has increased by Rs. 393.58 lakhs with corresponding increase in equity.

Note 17: Derivative Financial Asset

Under previous GAAP, mark to market gains in respect of outstanding foreign currency derivative contracts are not recognized in the financial statements in accordance with ICAI Announcement on Accounting for Derivatives. Under Ind AS, such gains are accounted for in the financial statements. Consequent to the above change Derivative Financial Asset as on 1 April, 2015 and 31 March, 2016 have been increased by Rs. 96.95 lakhs and Rs. 275.74 lakhs respectively with corresponding increase in equity.

Note 17: Borrowings

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method.

Under previous GAAP, these transaction costs were charged to profit or loss as and when incurred. Accordingly, borrowings as at 31st March 2016 have been reduced by Rs 94.49 lakhs (1st April 2015- Rs 22.33 lakhs) with a corresponding adjustment to retained earnings. The total equity increased by an equivalent amout. The profit for the year ended 31st March 2016 increased by Rs 72.16 lakhs as a result of reversal of excess charge on account of interest expenses.

Note 18: Deferred Tax

Under previous GAAP, no deferred tax asset/ liability was recognized on revalued amount of Property, Plant and Equipment since this was considered as permanent difference. Under Ind AS, deferred tax liability was recognized on such revalued amount, with tax base being Rs. NIL.

Consequent to above change, deferred tax liability has increased by Rs. 22696.98 lakhs as on 1st April, 2015 and by Rs. 22571.19 lakhs as on 31st March, 2016 with corresponding decrease in equity for respective period.

Note 18: Proposed Dividend and Tax on Proposed Dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements and applicable dividend tax thereon were considered as adjusting events. Accordingly, provision for proposed dividend and dividend tax thereon was recognized as a liability. Under Ind AS, such dividend and tax thereon are recognized when the dividend is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend and dividend tax thereon aggregating Rs 2634.76 lakhs as at 31st March 2016 (1st April 2015 - Rs 3952.15 lakhs) included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

Note 19: Remeasurements of postemployment benefit obligations

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 recognized in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As result of this change, the profit for the year ended 31 March, 2016 has decreased by Rs. 602.88 lakhs (net of tax Rs.281.67 lakhs). There is no impact on the total equity as at 31st March 2016.

Note 20: Retained Earnings

Retained earnings as at 1st April, 2015 has been adjusted consequent to the above Ind AS transition adjustments.

Note 21: Other Comprehensive Income

Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the statement of profit and loss as ''other comprehensive income'' includes remeasurements of defined benefit plans and fair value gains or (losses) on FVOCI equity instruments. The concept of other comprehensive income did not exist under previous GAAP.


Mar 31, 2016

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

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

2. EMPLOYEE BENEFITS:

I. Post Employment Defined Contribution Plans:

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

II. Post Employment Defined Benefit Plans:

a) Gratuity (Funded)

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

b) Superannuation (Funded)

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

c) StaffPension-TypeA(Funded)

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

d) Staff Pension - Type B (Unfunded)

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

e) Medical Insurance Premium Re-imbursement (Unfunded)

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

f) Expatriate Pension (Unfunded)

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

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

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

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

g) Provident Fund:

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

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

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

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

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

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

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

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

3. COMMITMENTS

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

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

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

4. BUSINESS SEGMENT

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

Geographical (Secondary) Segments

The geographical segments have been identified as follows:

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

- Subsidiaries:

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

McLeod Russel Uganda Limited (MRUL)

Gisovu Tea Company Limited (GTCL)

McLeod Russel Middle East DMCC (MRME)

McLeod Russel Africa Limited (MRAL)

Pfunda Tea Company Limited (PTCL)

Others: - Associates:

D1 Williamson Magor Bio Fuel Limited (D1)

- Key Management Personnel

Managing Director Mr. AdityaKhaitan (AK)

Wholetime Directors Mr. Rajeev Takru (RT)

Mr. AzamMonem (AM)

Mr. Kamal Kishore Baheti (KKB)

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

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

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

Mrs. KavitaKhaitan (KK) Wife of Mr. AdityaKhaitan

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

Mrs. ZubeenaMonem (ZM) Wife of Mr. AzamMonem

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11. Corporate Social Responsibility Expenditure

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

(b) Amount spent during the year on :

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


Mar 31, 2014

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

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

2. Employee Benefits:

I. Post Employment Defined Contribution Plans:

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

II. Post Employment Defined Benefit Plans:

a) Gratuity (Funded)

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

b) Superannuation (Funded)

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

c) Staff Pension-Type A (Funded)

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

d) Staff Pension- Type B (Unfunded)

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

e) Medical Insurance Premium Reimbursement (Unfunded)

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

f) Expatriate Pension (Unfunded)

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

g) Provident Fund:

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

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

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

3. Contingent liabilities

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

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

Sales Tax - 52.14

Electricity Dues 45.17 29.27

Excise Duty 10.75 -

Provident Fund 68.43 68.43

Income Tax 1272.57 150.10

Service Tax 70.13 70.13

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

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

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

4. TAXATION

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

5.COMMITMENTS

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

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

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

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

6. BUSINESS SEGMENT

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

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

- Subsidiaries:

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

McLeod Russel Uganda Limited (MRUL)

Gisovu Tea Company Limited (GTCL)

McLeod Russel Middle East DMCC (MRME)

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

Others:

- Associates:

Dl Williamson Magor Bio Fuel Limited (Dl)

- Key Management Personnel

Managing Director Mr. Aditya Khaitan (AK)

Wholetime Directors Mr. Rajeev Takru (RT)

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

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

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

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

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

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

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

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

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

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


Mar 31, 2013

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

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

2. Employee Benefi ts :

I. Post Employment Defi ned Contribution Plans:

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

II. Post Employment Defi ned Benefi t Plans:

a) Gratuity (Funded)

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

b) Superannuation (Funded)

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

c) Staff Pension – Type A (Funded)

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

d) Staff Pension – Type B (Unfunded)

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

e) Medical Insurance Premium Re-imbursement (Unfunded)

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

f) Expatriate Pension (Unfunded)

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

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

g) Provident Fund:

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

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

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

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

4. Contingent Liabilities

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

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

Sales Tax 52.14 26.37

Electricity Dues 29.27 29.27

Assam Pollution Control Board 7.41

Provident Fund 68.43 68.43

Income Tax 150.10 247.65

Service Tax 70.13 75.48

Others 0.86

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

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

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

5. TAXATION

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

6. COMMITTMENTS

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

7. BUSINESS SEGMENT

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

Geographical (Secondary) Segments

T e geographical segments have been identifi ed as follows :

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

- Subsidiaries :

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

- Associates :

D1 Williamson Magor Bio Fuel Limited (D1)

- Key Management Personnel

Managing Director Mr. Aditya Khaitan (AK)

Wholetime Directors Mr. R. Takru (RT)

Mr. A. Monem (AM)

Mr. K. K. Baheti (KKB)

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

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

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

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

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

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

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

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

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


Mar 31, 2012

Rights, preferences and restrictions attached to Shares

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

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

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

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

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

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

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

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

2. Employee Benefits :

I. Post Employment Defined Contribution Plans:

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

II. Post Employment Defined Benefit Plans:

(a) Gratuity (Funded)

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

(b) Superannuation (Funded)

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

(c) Staff Pension – Type A (Funded)

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

(d) Staff Pension – Type B (Unfunded)

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

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

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

(f) Expatriate Pension (Unfunded)

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

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

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

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

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

(g) Provident Fund:

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

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

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

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

4. Contingent Liabilities

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

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

Sales Tax 26.37 26.37

Electricity Dues 29.27 32.47

Assam Pollution Control Board 7.41 7.41

Provident Fund 68.43 68.43

Income Tax 247.65 79.49

Service Tax 75.48 75.48

Others 0.86 4.95

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

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

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

5. TAXATION

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

6. COMMITTMENTS

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

7. Business Segment

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

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

(a) List of Related Parties Where control exists:

- Subsidiaries :

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

McLeod Russel Uganda Limited (MRUL)

Olyana Holdings LLC (OLYANA)

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

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

Others:

- Associates :

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

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

10. Intangible Assets under Development

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

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

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

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

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

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

b) Also refer Note 53 to the Financial Statements.

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


Mar 31, 2011

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts :

31st March 2011 31st March 2010

Rs. Lakhs Rs. Lakhs

Sales Tax : 26.37 27.53

Electricity Dues 32.47 29.27

Assam Pollution Control Board 7.41 9.92

Provident Fund 68.43 68.43

Income Tax 79.49 84.59

Service Tax 75.48 -

Others 4.95 12.84

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

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

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

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

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

2. TAXATION

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

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

4. Advances include :-

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

5. Business Segment

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

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

(A) List of Related Parties

Where control exists:

- Subsidiaries:

Borelli Tea Holdings Limited (BTHLJ

Phu Ben Tea Company Limited (PBTCL)

Rwenzori Tea Investments Limited (RTI)

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

Olyana Holdings LLC (OLYANA)

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

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

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

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

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


Mar 31, 2010

1. Contingent Liabilities

1.1 Claims against the Company not acknowledged as debts : -

31st March 2010 31st March 2009

Rs. Lakhs Rs. Lakhs

Sales Tax : 27.53 27.53

Electricity Dues : 29.27 29.27

Assam Pollution Control Board : 9.92 47.00

Provident Fund : 68.43

Income Tax : 84.59 124.62

Others : 12.84 1.83

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

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

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

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

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

3. Advances include :-

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

4. Business Segment

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

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

(A) List of Related Parties

Where control exists:

Subsidiaries :

Borelli Tea Holdings Limited (BTHL)

Phu Ben Tea Company Limited (PBTCL)

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

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

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

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

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

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

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