Notes to Accounts of Tai Industries Ltd.

Mar 31, 2016

1. The above Cash Flow Statement has been compiled from and is based on the Balance Sheet as at 31st March, 2016 and the related Statement of Profit and Loss for the year ended on that date.

2. The above Cash Flow Statement has been prepared under “Indirect Method” as set out in the Accounting Standard (AS) on “Cash Flow Statement”, AS -3, issued by The Institute of Chartered Accountants of India and reallocations required for this purpose are as made by the Company.

3. Cash and Cash equivalents represent Cash and Bank balances

4. Additions to Fixed Assets are stated inclusive of movements of Capital Work-in-Progress between the beginning and the end of the year and are treated as part of Investing Activities.

5. Figures in parenthesis represent outflows.

6. Previous year’s figures have been regrouped, wherever necessary, to conform current year’s presentation.

This is the Cash Flow referred to in our report of even date.

7. Contingent liabilities

8. A claim of 68,00,000/- towards enhanced municipal taxes over 10% of the previous rate was raised by the landlords of the premises from where the Company, as a sub-tenant, was operating one of its retail stores, in terms of the Company’s sub tenancy agreement with them. The said claim has been disputed by the Company on the ground that the said enhancement pertained to assessment of Annual Valuation based on the status (residential or commercial) of the property in question, which the landlords had concealed before the municipal authorities as well as before the Company and the Company has initiated legal proceedings to that effect which are awaiting ex-parte disposal.

9. Advances recoverable in cash or in kind or for value to be received include 7,42,37,148 (previous year-7,42,37,148) on account of Tai Projects Private Ltd, in which one of the directors of the Company is also a director, incorporated with an object of setting up of a Family Entertainment Complex (FEC) at Nonadanga in Eastern Metropolitan, Kolkata in pursuance of a decision to make investment in the said Company, which was approved by the share holders of the Company in its Annual General Meeting held on 17 September 2002.

10. The amount due to Micro and Small Enterprises as defined in ‘The Micro, Small and Medium Enterprises Development Act,2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosures relating to Micro and Small enterprises as at 31st March, 2016 are as under:

11. As per terms of purchase, no interest is payable by the company to the party covered under MSMED Act, 2006.

12. Employee benefit

The employee benefits have been determined in accordance with the Accounting Standard-15 issued by The Institute of Chartered Accountants of India.

13. Defined Benefit Plans

Gratuity & Leave Encashment - The gratuity liability is determined on the basis of actuarial valuation using the Projected Unit Credit Method. This method recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The leave encashment is recognized in the financial statement in the same manner as gratuity.

14. The Company has not obtained year-end balance confirmation certificates from sundry debtors, sundry creditors and for loans & advances and deposits. However, the Company has a system of obtaining balance confirmations more than once during the year and adjustment for difference in balances, arising out of such confirmation/reconciliation statement, is made in the accounts on receipt of final agreed balances / reconciliation statement. The management is of the opinion that the impact of adjustment, if any, on year-end balances is not likely to be significant.

Furthermore, in the opinion of the management, all Trade Receivables, Advances and Deposits (both Current & Non-current) would be realized at the values at which these are stated in the accounts in the ordinary course of business.

15. Debtors ageing schedule detailing non-moving debtors above three years could not be produced to the Auditors for their verification as certain debtors ledgers are subject to reconciliation and consequential adjustments.

16. Due to absence of virtual certainty about future taxable income, no deferred tax asset with respect to unabsorbed depreciation and carried forward loss has been recognized in the accounts.

17. Previous year’s figures have been regrouped/rearranged, wherever necessary to conform to current year’s presentation.

18. Figures in parenthesis represent previous year’s figures.

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Mar 31, 2015

1. Contingent liabilities

As at 31 March 2015 As at 31 March 2014 (Rs.) (Rs.)

(i) Bank Guarantees 2,25,000 2,25,000

(ii) A claim of 68,00,000/- towards enhanced municipal taxes over 10% of the previous rate was raised by the landlords of the premises from where the Company, as a sub-tenant, was operating one of its retail stores, in terms of the Company's sub tenancy agreement with them.The said claim has been disputed by the Company on the ground that the said enhancement pertained to assessment of Annual Valuation based on the status (residential or commercial) of the property in question, which the landlords had concealed before the municipal authorities as well as before the Company and the Company has initiated legal proceedings to that effect which are awaiting ex-parte disposal.

2. Advances recoverable in cash or in kind or for value to be received include 7,42,37,147.63( previous year- 7,42,37,147.63 ) on account of Tai Projects Private Ltd, in which one of the directors of the Company is also a director, incorporated with an object of setting up of a Family Entertainment Complex (FEC) at Nonadanga in Eastern Metropolitan, Kolkata in pursuance of a decision to make investment in the said Company, which was approved by the share holders of the Company in its Annual General Meeting held on 17 September 2002.

3. Employee benefit

The employee benefits have been determined in accordance with the Accounting Standard-15 issued by The Institute of Chartered Accountants of India.

A. Defined Benefit Plans

Gratuity & Leave Encashment - The gratuity liability is determined on the basis of actuarial valuation using the Projected Unit Credit Method. This method recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The leave encashment is recognized in the financial statement in the same manner as gratuity.

4. The Company has not obtained year-end balance confirmation certificates from sundry debtors, sundry creditors and for loans & advances and deposits. However, the Company has a system of obtaining balance confirmations more than once during the year and adjustment for difference in balances, arising out of such confirmation/reconciliation statement, is made in the accounts on receipt of final agreed balances / reconciliation statement. The management is of the opinion that the impact of adjustment, if any, on year-end balances is not likely to be significant.

Furthermore, in the opinion of the management, all Trade Receivables, Advances and Deposits (both Current & Non-current) would be realized at the values at which these are stated in the accounts in the ordinary course of business.

5. Related Parties Disclosure

As per Accounting Standard-18 'Related Party Disclosures' issued by the Institute of Chartered Accountants of India, the names of the related parties are given below:

Nature of relationship Names of the related parties

Key management Personnel * Dasho Topgyal Dorji - Director

* Dasho Wangchuk Dorji - Chairman

* Mr. Rohan Ghosh - Managing Director

* Mrs. Mou Mukherjee - Chief Financial Officer

* Mrs.Indira Biswas - G.M.Corporate & Company Secretary

Enterprise in which key * Bhutan Fruit Products Private Limited Management

Personnel have significant * Bhutan Carbide and Chemicals Limited influence * BhutanFerro AlloysLimited

* Tashi Infocom Limited

* Tashi Commercial Corporation

* Tai Projects Private Limited

* Bhutan Eco Ventures Private Limited

* Bhutan Brewery Private Limited

* Tashi Metals Limited

* SKW - Tashi Metals & Alloys Private Limited

* T Bank Limited

* Tashi Beverages Limited

* Bhutan Silicon Metal Private Limited

* Bhutan Tourism Corporation Limited

* JAMIPOL Limited

* Royal Insurance Corporation of Bhutan Limited

* Rijal Tashi Industries Private Limited

* Tashi Air Private Limited

6. Necessary steps are being taken by the management for recovery of old debts and advances amounting to 81,27,626 & 66,89,072 respectively.

7. Estimated amount of contracts remaining to be executed or capital account and not provided for 1,50,000/- (Previous year Nil)

8. Pursuant to the Companies Act, 2013 effective from 1st April, 2014, the Company has provided depreciation based on useful life of the fixed assets as specified in Schedule II of the said Act. Consequently, provision for depreciation for the current year has been increased by Rs. 26.86 Lakhs. An amount of Rs. 16.19 lakhs has been adjusted against Retained Earnings on account of depreciation in respect of those assets whose remaining useful life are nil as at 1st April, 2014.

9. (a) Previous years figures have been regrouped / rearranged, wherever necessary to conform to current year's presentation.

(b) Figures in parenthesis represent previous year's figures.

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Mar 31, 2014

1. Contingent liabilities As at 31 March 2014 As at 31 March 2013 (Rs) (Rs)

(i) Bank Guarantees 2,25,000 2,25,000

(ii) A claim of 68,00,000/- towards enhanced municipal taxes over 10% of the previous rate was raised by the landlords of the premises from where the Company, as a sub-tenant, was operating one of its retail stores, in terms of the Company''s sub tenancy agreement with them. The said claim has been disputed by the Company on the ground that the said enhancement pertained to assessment of Annual Valuation based on the status (residential or commercial) of the property in question, which the landlords had concealed before the municipal authorities as well as before the Company and the Company has initiated legal proceedings to that effect which are awaiting ex-parte disposal.

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Mar 31, 2013

1.1 Contingent liabilities

(i) | Bank Guarantees 225,000 325,000

(ii) A claim of Rs. 68,00,000/- towards enhanced municipal taxes over 10% of the previous rate was raised by the landlords of the premises from where the Company, as a subtenant, was operating one of its retail stores, in terms of the Company''s sub tenancy agreement with them.

The said claim has been disputed by the Company on the ground that the said enhancement pertained to assessment of Annual Valuation based on the status (residential or commercial) of the property in question, which the landlords had concealed before the municipal authorities as well as before the Company and the Company has initiated legal proceedings to that effect which are awaiting ex-parte disposal.

1.2. Advances recoverable in cash or in kind or for value to be received include Rs. 7,42,37,147.63 (previous year- Rs. 7,42,37,147.63) on account of Tai Projects Private Ltd, in which one of the directors of the Company is also a director, incorporated with an object of setting up of a Family Entertainment Complex (FEC) at Nonadanga in Eastern Metropolitan, Kolkata in pursuance of a decision to make investment in the said Company, which was approved by the share holders of the Company in its Annual General Meeting held on 17th September, 2002.

1.3. Employee benefit

The employee benefits have been determined in accordance with the Accounting Standard-15 issued by the Companies (Accounting Standards) Rules, 2006.

1.4. The Company has not obtained year-end balance confirmation certificates from sundry debtors, sundry creditors and for loans & advances and deposits. However, the company has a system of obtaining balance confirmations more than once during the year and adjustment for difference items, arising out of such confirmation/reconciliation statement, is made in the accounts on receipt of final agreed balances/reconciliation statement. The management is of the opinion that the impact of adjustment, if any, on year-end balances is not likely to be significant.

Furthermore, in the opinion of the management, all Trade Receivables, Advances and Deposits (both Current & Non-current) would be realized at the values at which these are stated in the accounts in the ordinary course of business.

Lease rent recognized in Profit & Loss A/c Rs. 23,00,256 (Previous year - Rs. 22,58,088)

1.5. The Value of closing stock amounting to Rs. 4,19,72,079/- (Previous year - Rs. 4,66,30,799/-) is certified by the Management of the Company.

1.6. A provision of Rs. 1,43,78,087/- was made in the year 2007-08 in respect of Stock damaged/destroyed by flood but included in stock. The Company had filed a claim with the Insurance Company. As the claim has been pending for a considerable period of time, the Company has notified the office of the insurance ombudsman for disposal of the matter. The claim is yet to be settled.

1.7. No provision has been made in the accounts in respect of old debts and advances amounting to Rs. 50,02,949.51 & Rs. 15,83,234.03 respectively for which necessary steps are being taken by the management for recovery.

1.8. Fixed deposits include Rs. 26,000/- (Previous year - Nil) lodged with bank towards security deposit in favour of a party for sale.

1.9. In the absence of assessable income, no provision for income tax is required to be made in the accounts this year.

1.10. a) Previous year''s figures have been regrouped/rearranged, wherever necessary to conform to current year''s presentation.

b) Figures in parenthesis represent previous year''s figures.

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Mar 31, 2012

1.1 Contingent liabilities

As at 31 March 2012 As at 31 March 2011 (Rs.) (Rs.)

(i) Claim not acknowledged as debts -

Income Tax under appeal NIL NIL

(ii) Bank Guarantees 3,25,000.00 2,25,000.00

(iii) A claim of Rs. 68,00,000 towards enhanced municipal taxes over 10% of the previous rate was raised by the landlords of the premises from where the Company, as a subtenant, was operating one of its retail stores, in terms of the Company's sub tenancy agreement with them.

The said claim has been disputed by the Company on the ground that the said enhancement pertained to assessment of Annual Valuation based on the status (residential or commercial) of the property in question, which the landlords had concealed before the municipal authorities as well as before the Company and the Company has initiated legal proceedings to that effect which are awaiting ex-parte disposal.

1.2. Advances recoverable in cash or in kind or for value to be received include Rs. 7,42,37,147.63 (previous year - Rs. 7,42,37,147.63) on account of Tai Projects Private Limited, in which one of the directors of the Company is also a director, incorporated with an object of setting up of a Family Entertainment Complex (FEC) at Nonadanga in Eastern Metropolitan, Kolkata in pursuance of a decision to make investment in the said Company, which was approved by the share holders of the Company in its Annual General Meeting held on 17 September 2002.

1.3. The amount due to Micro and Small Enterprises as defined in 'The Micro, Small and Medium Enterprises Development Act, 2006' has been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosures relating to Micro and Small enterprises as at 31st March, 2012 are as under:

1.4. Employee benefit

The employee benefits have been determined in accordance with the Accounting Standard-15 issued by the Companies (Accounting Standards) Rules, 2006.

1.5. Confirmation of year end balances from Sundry Debtors, Loans & Advances, Deposits and Sundry Creditors, including Advances received from Customers are awaited and the account reconciliation of some parties, where confirmations have been received, are in progress. Adjustment for differences, if any, arising out of such confirmation/reconciliation would be made in the accounts on receipt of final agreed balances / reconciliation. The management is of the opinion that the impact of adjustment, if any, is not likely to be significant.

Furthermore, in the opinion of the management, all current assets, loans and advances including advances on capital accounts, would be realized at the values at which these are stated in the accounts in the ordinary course of business.

1.6. The Value of closing stock amounting to Rs. 4,66,30,799 (Previous year - Rs. 5,11,39,385) is certified by the Management of the Company and is included in the closing stock of traded goods.

1.7. A provision of Rs. 1,43,78,087 was made in the year 2007-08 in respect of Stock damaged/destroyed by flood but included in stock. The Company had filed a claim with the Insurance Company. As the claim has been pending for a considerable period of time, the Company has notified the office of the insurance ombudsman for disposal of the matter. The claim is yet to be settled.

1.8. No provision has been made in the accounts in respect of old debts amounting to Rs. 51,19,380.43, as necessary steps are been taken by the management for recovery of the same.

1.9. (a) Previous years figures have been regrouped/rearranged, wherever necessary to conform current year's presentation.

(b) Figures in parenthesis represent previous year's figures.

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Mar 31, 2011

Contingent liabilities are disclosed when the Company has a present obligation and it is probable that a cash outflow will not be required to settle the obligation.

Contingent assets are neither recognized nor disclosed in the Financial Statements.

a. Confirmation of year end balances from Sundry Debtors, Loans & Advances, Deposits and Sundry Creditors, including Advances received from Customers are awaited and the account reconciliation of some parties, where confirmations have been received, are in progress. Adjustment for differences, if any, arising out of such confirmation/reconciliation would be made in the accounts on receipt of final agreed balances / reconciliation. The management is of the opinion that the impact of adjustment, if any, is not likely to be significant.

Furthermore, in the opinion of the management, all current assets, loans and advances including advances on capital accounts, would be realized at the values at which these are stated in the accounts in the ordinary course of business.

b. The Company is predominantly engaged in trading of fruit products, calcium carbide, charcoal and manganese ore. Accordingly revenues from the above products comprise the primary basis of segmental information in these financial statements.

The company has no export sales and as such there are no reportable geographical segments.

The net expenses, which are not directly attributable to the Business Segment, are shown as unallocated corporate cost. It is not possible to allocate Assets and Liabilities of the Company between the Segments and therefore they are treated entirely as unallocated Corporate Assets and Corporate Liabilities respectively and consequently they are not disclosed separately here.

c. During the year the Company has made an application to the Central Government, Ministry of Company Affairs for obtaining an exemption from disclosing the quantitative information as required to be stated in terms of paragraph 3(ii)(b) of part II of schedule VI of the companies Act, 1956 for the financial year ended 31st March, 2011. The approval of the Central Government is awaited.

d. The Value of closing stock amounting to Rs.5,11,39,385/- (Previous year – Rs.3,11,06,358/-) is certified by the Management of the Company and is included in the closing stock of traded goods.

e. A provision of Rs.1,43,78,087/- was made in the year 2007-08 in respect of Stock damaged/destroyed by flood but included in stock. The Company had filed a claim with the Insurance Company. As the claim has been pending for a considerable period of time, the Company has notified the office of the insurance ombudsman for disposal of the matter. The claim is yet to be settled.

f. No provision has been made in the accounts in respect of old outstanding debts amounting to Rs.40,34,641.44 as necessary steps are being taken by the management for recovery of the same.

g. Loss of Rs.19,92,322/- (Previous year Rs.28,67,457/-) recovered on account of C-3 Division as per Memorandum of Understanding dated 01.12.2009.

h. a) Previous years figures have been regrouped/rearranged, wherever necessary to conform current year's presentation.

(b) Figures in parenthesis represent previous year's figures.

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Mar 31, 2010

A. Contingent liabilities

As at 31 March 2010 As at 31 March 2009 (Rs.) (Rs.)

(i) Claim not acknowledged as debts -

Income Tax under appea l 7,28,206.00 7,28,206.00 (ii) Bank Guarantees 2,25,000.00 2,25,000.00

(iii) A claim of Rs.68,00,000/- towards enhanced municipal taxes over 10% of the previous rate was raised by the landlords of the premises from where the Company, as a subtenant, was operating one of its retail stores, in terms of the Companys sub tenancy agreement with them.

The said claim has been disputed by the Company on the ground that the said enhancement pertained to assessment of Annual Valuation based on the status (residential or commercial) of the property in question, which the landlords had concealed before the municipal authorities as well as before the Company and the Company has initiated legal proceedings to that effect which are pending for disposal.

b. Advances recoverable in cash or in kind or for value to be received include Rs.7,42,37,147.63 (previous year- Rs. 2,46,61,396.52 ) on account of Tai Projects Private Ltd, in which one of the directors of the Company is also a director, incorporated with an object of setting up of a Family Entertainment Complex (FEC) at Nonadanga in Eastern Metropolitan, Kolkata in pursuance of a decision to make investment in the said Company, which was approved by the share holders of the Company in its Annual General Meeting held on 17 September 2002.

c. Employee benefit

The employee benefits have been determined in accordance with the Accounting Standard-15 issued by the Companies (Accounting Standards) Rules, 2006.

A. Defined Benefit Plans

Gratuity & Leave – The gratuity liability is determined on the basis of actuarial valuation using the Projected Unit Credit Method. This method recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The leave encashment is recognized in the financial statement in the same manner as gratuity.

d. Certai-confirmatio-of balances from Sundry Debtors, Loans & Advances, Deposits and Sundry Creditors, including Advances received from Customers are awaited and the account reconciliatio-of some parties, where confirmations have bee-received, are i-progress. Adjustment for differences, if any, arising out of such confirmation/reconciliatio-would be made i-the accounts o-receipt of final agreed balances / reconciliation. The management is of the opinio-that the impact of adjustment, if any, is not likely to be significant.

Furthermore, i-the opinio-of the management, all current assets, loans and advances including advances o-capital accounts, would be realized at the values at which these are stated i-the accounts i-the ordinary course of business.

e. The Company is predominantly engaged i-trading of fruit products, calcium carbide, charcoal and manganese ore. Accordingly revenues from the above products comprise the primary basis of segmental information i-these financial statements.

The company has no export sales and as such there are no reportable geographical segments.

The net expenses, which are not directly attributable to the Business Segment, are show-as unallocated corporate cost. It is not possible to allocate Assets and Liabilities of the Company betwee-the Segments and therefore they are treated entirely as unallocated Corporate Assets and Corporate Liabilities respectively and consequently they are not disclosed separately here.

f. Related Parties Disclosure

As per Accounting Standard-18 ‘Related Party Disclosures issued by the Institute of Chartered Accountants of India, the names of the related parties are give-below:

Nature of relationship Names of the related parties

Key management Personnel - Dasho Topgyal Dorji

- Dasho Wangchuk Dorji

Enterprise i-which key Management - Bhuta-Fruit Products Private Limited

Personnel have significant influence - Bhuta-Carbide and Chemicals Limited

- Bhuta-Ferro Alloys Limited - Tashi Infocom Ltd

- Tashi Commercial Corporatio- – Super Market

- Tashi Commercial Corporation

- Tai Projects Private Limited

- Bhuta-Eco Ventures Pvt. Ltd.

- Rijal Tashi Industries Pvt. Ltd.

- Bhuta-Brewery Pvt. Ltd.

- Bhuta-Hyundi Motors

- Druk Plaster and Chemicals Limited.

- Druk Sat Air Corporatio-Limited.

- Bhuta-Tourism Corporatio-Limited.

- Tashi Metals Limited

- SKW – Tashi Metals & Alloys Pvt. Ltd.

g. The Central Government of India vide its order no. 46/110/2010 – CL – III dated 17.05.2010 has exempted the company to disclose certain quantitative information, as prescribed i-paragraph 3(ii)(b) of part II of schedule VI of the companies Act, 1956 for the financial year ended 31st March, 2010.

h. The Value of closing stock amounting to Rs.3,11,06,358/- is certified by the Management of the Company and is included i-the closing stock of traded goods.

i. A provisio-of Rs.1,43,78,087/- was made i-the year 2007-08 in respect of Stock damaged/destroyed by flood but included i-stock. The Company had filed a claim with the Insurance Company. As the claim has bee-pending for a considerable period of time, the Company has notified the office of the insurance ombudsma-for disposal of the matter.

j. Loss of Rs.28,67,457/- recovered o-account of C-3 Divisio-as per Memorandum of Understanding dated 01.10.2009.

k. a) Previous years figures have bee-regrouped/rearranged, wherever necessary to conform current years presentation.

(b) Figures i-parenthesis represent previous years figures.