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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of Goodricke Group Ltd.

Mar 31, 2025

b) Rights, preferences and restrictions attached to the Equity Shares

The Company has only one class of shares referred to as Equity shares having a par value of Rs. 10 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. 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.

a. Capital Reserve Account

This reserve represents the excess of net assets taken over by the Company over the consideration paid for business combinations. This includes Rs. 3.88 Millions on account of pre-acquisition profit.

b. Development Rebate Reserve, Development Allowance Reserve and Investment Allowance (Utilised) Reserve

Transferred from pre-merger reserves.

c. General Reserve

This reserve represents appropriations of profits made from retained earnings and can be distributed / utilized by the Company in accordance with the Companies Act, 2013.

d. Retained Earnings

This reserve represents the cumulative profits and can be distributed / utilized by the Company in accordance with the Companies Act, 2013.

(i) Represents term loans from Lebong Investments Private Limited (Fellow subsidiary company) of Rs. 115.63 millions (31st March 2024 : Rs 128.13 Millions), at interest rate of 9% p.a., repayable in 37 quarterly instalments of Rs 3.125 millions from the Balance Sheet date.

(ii) Represents term loan of Rs 34.38 Millions (31st March 2024 : Rs 46.88 Millions) from Axis Bank, secured by first charge on the entire property, plant and equipment of one tea estate, both movables and immovables. This is payable in 11 equal quarterly instalments of Rs 3.125 Millions from the Balance Sheet date at interest rate linked to respective bank''s base lending rate;

(iii) Represents term loan of Rs 16.76 Millions (31st March 2024 : Rs 17.16) from Candi Solar IN 1 Private Limited, secured by hypothecation of the Solar Plant installed at one of the tea estate of the Company. This is payable in 233 equated monthly instalments of Rs 0.144 Million from the Balance Sheet date.

The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

Note: Demand Loans were secured by hypothecation of entire current assets of the Company including stocks and book debts both present and future on first pari-passu basis.

Equitable mortgage over the immovable properties at four of the Company''s Tea Estates and hypothecation charge on movable plant and machinery and other movable fixed assets at the same four Tea Estates of the Company on first pari-passu basis.

The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the unaudited books of accounts for respective quarters.

31.1 Contingent liabilities and commitments : (a) Contingent liabilities (i) Claims against the Company not acknowledged as debts: Particulars	As at	(Rs in millions) As at
	31st March, 2025	31st March, 2024
Income Tax Matters (without considering concomitant liability in respect of Agricultural Income Tax)	24.66	24.66
Central Excise Matters	25.41	25.41
Sales Tax / Entry Tax Matters	89.72	89.72
Goods & Services Tax Matters	49.82	_
Disputed Claims	2.36	2.36

Income-tax matters relates to amounts disputed by the Company in relation to issues of disallowances/ additions in computing total income under Income-tax Act, 1961.

Central Excise, Sales Tax and Entry Tax matters relates to amounts disputed by the Company in relation to issues of applicability, classification and determination, as applicable.

Disputed Claims relates to third party claims arising from disputes relating to contracts.

Future cash flows if any, in respect of above cannot be determined at this stage

(ii) Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Company''s under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami for such transfer does not apply to the Company. The matter is subjudice at present. Pending resolution of the same and on the basis of the intimation received from Government of West Bengal, Land & Land Reforms and R.R. & R Department, during the year, the Company has agreed to deposit the salami amount in an agreed manner in order to allow the normal functioning of the estates without prejudice to the Company''s stand on applicability of such salami. The sum in dispute stands at Rs. 121.21 Millions (2024 - Rs. 121.21 Millions) as on date. In the event Company''s position on Salami is upheld by the court, the sums agreed to be paid by way of deposit will be refunded to the company.

(b) Commitments

Estimated amount of contracts remaining to be executed on capital accounts and not provided for Rs. 16.68 Millions (2024 - Rs. 3.80 Millions).

Apart from the commitments disclosed above, the Company has no financial commitments other than those in the nature of regular business operations.

31.5 Employee Benefit Plans:

Defined Contribution Plans

The Company operates defined contribution schemes like provident fund and pension schemes for all qualifying employees. For these schemes, contributions are made by the Company, based on current salaries, to recognised funds maintained by the Company and for certain employees'' contributions are made to State Plans.

An amount of Rs. 286.29 Millions (2024 - Rs 285.16 Millions) has been charged to the Statement of Profit and Loss on account of defined contribution schemes.

Defined Benefit Plans

The Company also operates defined benefit schemes in respect of gratuity, pension, provident fund and postretirement medical benefit towards its employees. These schemes offer specified benefits to the employees on retirement. The pension benefits and medical benefits are restricted to certain categories of employees. The liabilities arising in the Defined Benefit Schemes are determined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method as at year end. The Company makes regular contributions to these Employee Benefit Plans. Additional contributions are made to these plans as and when required based on actuarial valuation.

Provident Fund, Pension and Gratuity Benefits are funded and Post-Retirement Medical Benefits are unfunded in nature. The funds are administered through approved Trusts, which operate in accordance with the Trust Deeds, Rules and applicable Statutes. The concerned Trusts are managed by Trustees who provide strategic guidance with regard to the management of their investments and liabilities and also periodically review their performance.

Risk Management

The above benefit plans expose the company to actuarial risks such as follows-

(a) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase

(b) Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation

(c) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

These Plans have a relatively balanced mix of investments in order to manage the above risks. The investment strategy is designed based on the interest rate scenario, liquidity needs of the Plans and pattern of investment as prescribed under various statutes. The Trustees regularly monitor the funding and investments of these Plans. Robust risk mitigation systems are in place to ensure that the health of the portfolio is regularly reviewed and investments do not pose any significant risk of impairment. Pension obligation of the employees is secured by purchasing annuities thereby de-risking the Plans from future payment obligation.

The current service cost and net interest expense for the year pertaining to Gratuity, Pension and Provident Fund have been recognised in "Contribution to Provident and other funds" and Medical in "Workmen and Staff welfare expenses" under Note 26. The remeasurements of the net defined benefit liability are included in Other Comprehensive Income in Statement of Profit and Loss.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

31.9 Relationship with struck off companies: The Company does not have any transactions or relationships with any companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

31.10 There are no transactions that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 which have not been recorded in the books of account.

31.11 There are no charges or satisfaction of charges yet to be registered with Registrar of Companies beyond the statutory period.

31.12 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

31.13 The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other source or kind of funds) to or in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (''Funding Parties'') with the understanding (whether recorded in writing or otherwise) that the Company shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

31.14 The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

31.15 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

31.16 The Company does not have any CIC as part of the group in India.

31.17 The Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility as per the requirement of the Companies (Accounts) Rules, 2014 as amended by Ministry of Corporate Affairs (MCA) notification dated 24th March 2021, and the same was enabled and operated throughout the year for all relevant transactions recorded in the software except that:

a) the audit trail feature was not enabled for certain tables at the application layer to log any direct data changes for the period from 1 April 2024 to 24 April 2024; and

b) the audit trail was not enabled at the database level to log any direct data changes for the period from April 2024 to January 2025.

However, the Company is compliant with the requirement of the aforesaid Rules as on 31st March 2025. Additionally audit trail has been preserved by the Company as per the statutory requirements for record retention.

Consequent to the adoption of Ind AS, the Company has identified one operating segment viz, "Tea"

32.1 which is consistent with the internal reporting provided to the Chief Executive Officer, who is the chief operating decision maker.

32.2 The Company deals in only one product i.e., Tea. The products and their applications are homogenous in nature.

32.3 Geographical Information

The Company is domiciled in India. It sells products in India and overseas (outside India). Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is otherwise recognised.

32.4 The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.

33. Related Party Disclosures

1. Parent information

Western Dooars Investment Limited and Assam Dooars Investment Limited together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company.

2. Key Managerial Personnel (KMP):

Arun N Singh - Executive Vice Chairman cum Managing Director and CEO (w.e.f 06th March 2024) Atul Asthana - Managing Director and CEO (till 29th February 2024)

Soumen Mukherjee - Director Finance and CFO Arnab Chakraborty - Company Secretary

3. Other related parties with whom transactions have taken place during the year:

a) Fellow Subsidiary Companies:

Stewart Holl (India) Limited Amgoorie India Limited

Koomber Properties & Leasing Company Private Limited Goodricke Technical & Management Services Limited Koomber Tea Company Private Limited Lebong Investments Private Limited

34. Financial Instruments and Related Disclosures 34.1 1. Capital Management

The Company aims at maintaining a strong capital base, maximising shareholders'' wealth, safeguarding business continuity and augments its internal generations with a judicious use of borrowing facilities to fund spikes in working capital that arise from time to time as well as requirements to finance business growth. The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirement are met through equity, borrowings and operating cash flows.

The Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the banker to immediately call loans and borrowings. There have been breaches in the financial covenants of long-term borrowing obtained from one bank in the current year. The Company has requested for and obtained written communication from the bank before the approval of the financial statements, condoning such breaches and for not accelerating the payment with respect to such loans. Accordingly, the Management has considered the classification of loan based upon the original repayment schedule.

3. Financial risk management objectives

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company continues to focus on a system-based approach to business risk management. The Company''s financial risk management process seeks to enable the early identification, evaluation and effective management of key risks facing the business. Backed by strong internal control systems, the current Risk Management System rests on policies and procedures issued by appropriate authorities; process of regular reviews / audits to set appropriate risk limits and controls; monitoring of such risks and compliance confirmation for the same.

a) Market risk

The Company''s business primarily agricultural in nature, exposes it to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of adverse weather conditions and lack of future markets. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to risk.

i. Foreign currency risk

The Company undertakes transactions denominated in foreign currency which results in exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognised assets and liabilities, which are not in the Company''s functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, Euro, etc.

Foreign currency sensitivity

The impact of sensitivity analysis on account of outstanding foreign currency denominated assets and liabilities is insignificant.

ii. Interest rate risk

Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The objectives of the Company''s interest rate risk management processes are to lessen the impact of adverse interest rate movements on its earnings and cash flows and to minimise counter party risks.

The Company is exposed to interest rate volatilities primarily with respect to its short terms borrowings from banks as well as financial institutions which are taken and squared off during the year. Such volatilities primarily arise due to changes in money supply within the economy and/or liquidity in banking system due to asset/liability mismatch, poor quality assets etc. of banks. The Company manages such risk by operating with banks having superior credit rating in the market as well as financial institutions.

iii. Price risk

The Company invests its surplus funds primarily in mutual funds measured at fair value through profit or loss. However, aggregate value of such investments as at 31st March 2025 is Rs 7.60 millions (31st March 2024 - Rs. Nil).

Investments in the mutual fund schemes are measured at fair value. Accordingly, these do not pose any significant price risk.

b) Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty, including seasonality in meeting its obligations. The Company mitigates its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle and ensuring optimal movements of its inventories.

c) Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company has its policies to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of its customer''s basis which, the terms of payment are decided. Credit limits are set for each customer which are reviewed on periodic intervals. The credit risk of the Company is low as the Company largely sells its teas through the auction system which is on cash and carry basis and through exports which are mostly backed by letter or credit or on advance basis. There is no significant financing component involved.

4. Fair value measurements Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities

Level 2: Inputs other than quoted price including within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

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

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty. This is the case with listed instruments where market is not liquid and for unlisted instruments.

The management consider that the carrying amounts of financial assets (other than those measured at fair values) and liabilities recognised in the financial statements approximate their fair value as on 31st March 2025 and 31st March 2024.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year.

36. The financial risk associated to agriculture would include climate change, price fluctuation, currency fluctuation and input cost increases. Being dependent on rainfall, any shortfall would directly impact the production. The sale of tea being largely through the auction system, any price fluctuation would impact profitability. Increased wages also has a direct impact on the cost of production because of labour intensive nature of the business operations.

Management is continuously monitoring all the above factors. Investment in irrigation, a planned replanting programme to ensure higher yields and improving efficiency of labour and modernisation are some of the measures taken by the management to mitigate the risks.

37. On 11th February 2025, the Board of Directors of the Company approved to sell assets and assign leasehold rights of land of a tea estate of the Company. In line with such approval, the Company has sold assets of the aforesaid tea estate for an aggregate consideration of Rs. 181.10 million in March 2025. Profit arising on such transaction amounting to Rs. 53.2 million has been disclosed as exceptional item in the Statement of Profit and Loss.

38. On 16th April 2025, the Company has entered into a non-binding memorandum of understanding with a prospective buyer to sell assets and assign leasehold rights of land of a tea estate for an aggregate consideration of Rs. 265.00 million, subject to the completion of satisfactory due diligence. Pending completion of aforesaid due diligence, the final binding agreement is under negotiation. On satisfactory completion of due diligence and consequent hand over of such tea estate, the proposed buyer will reimburse the Company for all expenses incurred by the Company for running of the tea estate from 1st January 2025 until execution of the Agreement for Sale, after deducting the amount of collections realized from the current season sale proceeds and other realizations, if any for the aforesaid period

39. The financial statements were approved for issue by the Board of Directors on 28th May, 2025.

Mar 31, 2024

b) Rights, preferences and restrictions attached to the Equity Shares

a. Capital Reserve Account

This reserve represents the excess of net assets taken over by the Company over the consideration paid for business combinations. This includes Rs. 3.88 Millions on account of pre-acquisition profit.

b. Development Rebate Reserve, Development Allowance Reserve and Investment Allowance (Utilised) Reserve Transferred from pre-merger reserves.

c. General Reserve

This reserve represents appropriations of profits made from retained earnings and can be distributed / utilized by the Company in accordance with the Companies Act, 2013.

d. Retained Earnings

This reserve represents the cumulative profits and can be distributed / utilized by the Company in accordance with the Companies Act, 2013.

(i) Represents term loans from Lebong Investments Private Limited (Fellow subsidiary company)

(a) Rs Nil (31st March 2023 : Rs 1.00 Million), at interest rate of 8% p.a., repaid in full during the year.

(b) Rs. 128.13 millions (31st March 2023 : Rs 140.63 Millions), at interest rate of 9% p.a., repayable in 41 quarterly instalments of Rs 3.125 millions from the Balance Sheet date.

(ii) Represents term loan

(a) Rs 46.88 Millions (31st March 2023 : Rs 59.37 Millions) from Axis Bank, secured by first charge on the entire property, plant and equipment of one tea estate both movables and immovables. This is payable in 15 equal quarterly instalments of Rs 3.125 Millions from the Balance Sheet date at interest rate linked to respective bank''s base lending rate;

(b) Rs Nil (31st March 2023 : Rs 20.55) from HDFC Bank, secured by negative lien on the immovable property of the Company. This was repaid in full during the year.

(iii) Represents term loan

(a) Rs 17.16 Millions (31st March 2023 : Rs Nil) from Candi Solar IN 1 Private Limited, secured by hypothecation of the Solar Plant installed at one of the tea estate of the Company. This is payable in 238 equal monthly instalments of Rs 0.144 Million from the Balance Sheet date.

Note: Demand Loans were secured by hypothecation of entire current assets of the Company including stocks and book debts both present and future on first pari-passu basis.

The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the unaudited books of accounts for respective quarters.

Central Excise, Sales Tax and Entry Tax matters relates to amounts disputed by the Company in relation to issues

of applicability, classification and determination, as applicable.

Disputed Claims relates to third party claims arising from disputes relating to contracts.

Future cash flows if any, in respect of above cannot be determined at this stage

(ii) Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Company''s under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami for such transfer does not apply to the Company. The matter is subjudice at present. Pending resolution of the same and on the basis of the intimation received from Government of West Bengal, Land & Land Reforms and R.R. & R Department, during the year, the Company has agreed to deposit the salami amount in an agreed manner in order to allow the normal functioning of the estates without prejudice to the Company''s stand on applicability of such salami. The sum in dispute stands at Rs. 121.21 Millions (2023 - Rs. 121.21 Millions) as on date. In the event Company''s position on Salami is upheld by the court, the sums agreed to be paid by way of deposit will be refunded to the company.

(b) Commitments

Estimated amount of contracts remaining to be executed on capital accounts and not provided for Rs. 3.80 Millions

(2023 - Rs. 11.06 Millions).

Apart from the commitments disclosed above, the Company has no financial commitments other than those in the

nature of regular business operations.

31.4 Corporate Social Responsibility (CSR) - As per Section 135 of the Companies Act, 2013 the Company needs to spend at least 2% of the average net profit earned during the immediately preceding 3 years on CSR activities. The areas for CSR activities identified by the Company are special education for differently abled children, vocational training for livelihood and environmental sustainability.

(a) Gross amount required to be spent by the Company is Rs. Nil (2023 Rs 3.21 Millions)

(b) Amount spent during the year is Rs. 6.63 Millions (2023- Rs 4.88 Millions)

31.5 Employee Benefit Plans:

Defined Contribution Plans

An amount of Rs. 285.16 Millions (2023 - Rs. 271.96 Millions) has been charged to the Statement of Profit and Loss on account of defined contribution schemes.

Defined Benefit Plans

Provident Fund, Pension and Gratuity Benefits are funded and Post-Retirement MedicalBenefits are unfunded in nature. The funds are administered through approved Trusts, which operate in accordance with the Trust Deeds, Rules and applicable Statutes. The concerned Trusts are managed by Trustees who provide strategic guidance with regard to the management of their investments and liabilities and also periodically review their performance.

Risk Management

The above benefit plans expose the company to actuarial risks such as follows-

(a) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase

(b) Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation

31.11 There are no charges or satisfaction of charges yet to be registered with Registrar of Companies beyond the statutory period.

31.12 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

31.13 The company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other source or kind of funds) to or in any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The company has not received any fund from any person(s) or entity(ies), including foreign entities (''Funding Parties'') with the understanding (whether recorded in writing or otherwise) that the Company shall: (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

31.14 The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

31.15 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

31.16 The Company does not have any CIC as part of the group in India.

31.17 The Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail as per the requirement of the Companies (Accounts) Rules, 2014 as amended by Ministry of Corporate Affairs (MCA) notification dated 24th March 2021, except that:

a) the audit trail feature was not enabled for certain critical tables at the application layer throughout the financial year;

b) the audit trail feature was disabled in the application layer for the period 20th October 2023 to 23rd October 2023; and

c) the audit trail was not enabled at the database level to log any direct data changes throughout the financial year.

The aforesaid audit trail were not enabled / disabled during the financial year due to performance issues related to storage in the software, which is currently being optimised.

32. Segment Information

32.1 Consequent to the adoption of Ind AS, the Company has identified one operating segment viz, "Tea" which is consistent with the internal reporting provided to the chief executive officer, who is the chief operating decision maker.

32.2 The Company deals in only one product i.e., Tea. The products and their applications are homogenous in nature.

32.3 Geographical Information

32.4 The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.

34. Financial Instruments and Related Disclosures 34.1 1. Capital Management

3. Financial risk management objectives

a) Market risk

i. Foreign currency risk

Foreign currency sensitivity

The impact of sensitivity analysis on account of outstanding foreign currency denominated assets and liabilities is insignificant.

ii. Interest rate risk

Interest rate sensitivity

The table below shows the sensitivity of the Company''s profitability related to change in rate of borrowings by 100 basis points on loans outstanding as at 31^st March, 2024.

The above impact is based on only on change in interest rate, keeping all other business factors constant

iii. Price risk

The Company invests its surplus funds primarily in debt mutual funds measured at fair value through profit or loss. However, aggregate value of such investments as at 31^st March, 2024 is Rs Nil (31st March, 2023 - Rs. Nil).

Investments in the mutual fund schemes are measured at fair value. Accordingly, these do not pose any significant price risk.

b) Liquidity risk

c) Credit risk

4. Fair value measurements Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities

Level 2: Inputs other than quoted price including within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs) If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty. This is the case with listed instruments where market is not liquid and for unlisted instruments.

37. The Central Government has published The Code on Social Security, 2020 and Industrial Relations Code, 2020 ("the Codes") in the Gazette of India, inter alia, subsuming various existing labour and industrial laws which deals with employees related benefits including post-employment. The effective date of the code and the rules are yet to be notified. The impact of the legislative changes, if any, will be assessed and recognised post notification of the relevant provisions.

38. The figures for the previous period/year have been regrouped/rearranged wherever necessary to make them comparable with the current period''s figures.

39. The financial statements were approved for issue by the Board of Directors on 21st May, 2024.

Mar 31, 2019

1. Company Overview

Goodricke Group Limited is engaged in the manufacture and cultivation of tea. The Company operates within 18 tea estates spread across West Bengal and Assam and sells bulk tea both in domestic and international markets. The Company also produces Instant Tea at its plant located in Dooars, West Bengal primarily for the international market and has got a strong presence in Packet Tea domestic market through its various Brands. The Company is listed on the Bombay Stock Exchange (BSE).

2. Statement of Compliance

These financial statements, for the year ended 31st March 2019, have been prepared in accordance with Indian Accounting Standards (Ind ASs) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules 2016. The Company adopted Ind AS from 1st April, 2016.

3. Key sources of estimation uncertainty

The following are the key assumptions concerning the future and other key sources of estimating uncertainty as at the balance sheet date that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

A. Useful lives of Property, Plant and Equipment

The Company has adopted the useful lives as specified in Schedule II of the Companies Act, 2013 for Property, Plant and Equipment other than for bearer plants. For bearer plants, it has determined the useful life to be 46 years. The Company reviews the estimated useful lives at the end of each reporting period. Such useful lives depend upon various factors such as usage, maintenance practices etc. and can involve estimation uncertainty. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore, future depreciation charges could be revised. The carrying amount of the Companyâs Property, Plant and Equipment at the balance sheet date is disclosed in Note 5A to the financial statements.

B. Impairment of Property, Plant and Equipment

An impairment exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in an armâs length transaction of similar assets or observable market prices less incremental costs for disposing the asset. The value in use calculation is based on a discounted cash flow model and requires the Company to make an estimate of the expected future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

C. Fair value measurements and valuation processes

Some of the Companyâs assets are measured at fair value for financial reporting purposes. Significant estimates are used in fair valuation of agricultural produce(harvested green leaves)and biological assets (unharvested green leaves).

For harvested or unharvested green leaves, since there is no active market, the fair value is arrived at based on the observable market prices of made tea adjusted for manufacturing costs and plucking costs, as applicable.

D. Employee Defined Benefit Plans

The determination of Companyâs liability towards defined benefit obligations to employees is made through independent actuarial valuation including determination of amounts to be recognised in the income statement and in the other comprehensive income. Such valuation depend upon assumptions determined after taking into account inflation, promotion and other relevant factors such as supply and demand factors in the employment market. Any changes in these assumptions will impact the carrying amount of defined benefit obligations.

The cost of inventories recognised as an expense is Rs. 6461.72 Millions (during 2017-18: Rs. 6235.06 Millions) and includes Rs. 14.29 Millions (during 2017-2018: Rs 13.69 Millions) in respect of writedowns of inventory to net realisable value.

* Includes Rs 0.32 Millions acquired on account of business combination (Refer Note 30.8). These are lying in banks accounts in the name of Mcleod Russel India Limited, yet to be transferred in the name of the company.

^AIncludes Rs 1.65 millions acquired on account of business combination. Refer Note 30.8

C) Rights, preferences and restrictions attached to the Equity Shares

(i) Represents term loans from Lebong Investments Private Limited (Fellow subsidiary company) -

(a) Rs 135.00 millions (31st March 2018 : Rs 171 millions), at interest rate of 8% p.a., repayable in 15 quarterly instalments of Rs. 0.90 millions from the Balance Sheet date(b) Rs 17.00 millions (31st March 2018 : Rs 20 Millions), at interest rate of 8% p.a., repayable in 17 quarterly instalments of Rs. 0.10 millions from the Balance Sheet date(c) Rs. 175.00 millions (31st March 2018 : Rs Nil), at interest rate of 9% p.a., repayable in 56 quarterly instalments of Rs 3.13 millions from June 2020

(ii) Represents term loan from Axis Bank taken during the year, secured by first charge on the entire property, plant and equipment of Harchurah Tea Estate both movables and immovables. This is payable in 32 equal quarterly installments of Rs 3.12 Millions each starting from June 2020 at interest rate linked to the bankâs base lending rate.

B. Amount Recognised in Other Comprehensive Income

The tax (charge) / credit arising on income and expenses recognised in other comprehensive income is as follows:

C. Reconciliation of effective tax rate

The income tax expense for the year can be reconciled to the accounting profit as follows:

The tax rate used above for the year 2018-19 and 2017-18 is the corporate tax rate payable on taxable profits under the Income Tax Act, 1961.

*The Companyâs agricultural income is subject to lower tax rates @ 30% under the respective state tax laws.

4. Additional Notes to the Financial Statements

4.1 Contingent liabilities and commitments :

(a) Contingent liabilities

(i) Claims against the Company not acknowledged as debts:

Income-tax matters relates to amounts disputed by the Company in relation to issues of disallowances / additions in computing total income under Income-tax Act, 1961.

Central Excise, Sales Tax and Entry Tax matters relates to amounts disputed by the Company in relation to issues of applicability, classification and determination, as applicable.

Disputed Claims relates to third party claims arising from disputes relating to contracts.

Future cash flows if any, in respect of above cannot be determined at this stage

(ii) Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Companyâs under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami for such transfer does not apply to the Company.The matter is subjudice at present. Pending resolution of the same and on the basis of the intimation received from Government of West Bengal, Land & Land Reforms and R.R. & R Department, during the year, the Company has agreed to deposit the salami amount in an agreed manner in order to allow the normal functioning of the estates without prejudice to the Companyâs stand on applicability of such salami .The sum in dispute stands atRs. 121.21Millions (2018 - Rs. 121.21Millions) as on date.In the event Companyâs position on Salami is upheld by the court, the sums agreed to be paid by way of deposit will be refunded to the company.

(b) Commitments

Estimated amount of contracts remaining to be executed on capital accounts and not provided for Rs.15.18 Millions (2018 - Rs.16.71 Millions).

4.3 Research and Development expenses for the year charged to revenue amounts to Rs.14.42 Millions (2018 - Rs. 15.24 Millions).

4.4 Corporate Social Responsibility (CSR) - As per Section 135 of the Companies Act, 2013, the Company needs to spend at least 2% of the average net profit earned during the immediately preceding 3 years on CSR activities. The areas for CSR activities identified by the Company are special education for differently abled children, solar project, vocational training for livelihood and environment sustainability.

(a) Gross amount required to be spent by the Company during the year is Rs. 6.72 Millions (2018 Rs.5.39 Millions)

(b) Amount spent during the year is Rs. 6.73 Millions (2018 Rs.5.44 Millions)

4.5 Employee Benefit Plans:

Defined Contribution Plans

An amount of Rs. 178.18 Millions (2018 - Rs. 155.69 Millions) has been charged to the Statement of Profit and Loss on account of defined contribution schemes.

Defined Benefit Plans

The Company also operates defined benefit schemes in respect of gratuity, pension, provident fund and post-retirement medical benefit towards its employees. These schemes offer specified benefits to the employees on retirement. The pension benefits and medical benefits are restricted to certain categories of employees. The liabilities arising in the Defined Benefit Schemes are determined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method as at year end. The Company makes regular contributions to these Employee Benefit Plans. Additional contributions are made to these plans as and when required based on actuarial valuation.

Risk Management

The above benefit plans expose the company to actuarial risks such as follows-

(a) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase

(b) Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation

The current service cost and net interest expense for the year pertaining to Gratuity, Pension and Provident Fund have been recognised in âContribution to Provident and other fundsâ and Medical in âWorkmen & Staff welfare expensesâ under Note 26. The re-measurements of the net defined benefit liability are included in Other Comprehensive Income in Statement of Profit and Loss.

IX. Sensitivity Analysis

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

4.6 There are no Micro, Small and Medium Enterprises to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at 31st March, 2019. This information as required to be disclosed under 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.

4.7 The Companyâs significant leasing arrangements are in respect of operating leases for premises and tea estates. These leasing arrangements are not non-cancellable range between 11 months and 30 years generally, or longer, and are usually renewable by statute or mutual consent on mutually agreeable terms as applicable. The aggregate lease rentals payable are charged as âRentâ under Note 28.

30.8 Business Combination:

On 30 March 2019, the Company entered into an agreement with Mcleod Russell India Limited (âacquireeâ), a listed company based in Kolkata to acquire the estates & bearer plants and specified assets comprised in its Harchurah Tea Estate, in exchange for cash consideration. The acquisition is in line with the overall strategy adopted by the Company to scale up the operations in Assam. The

Company accepted control and started its operations in the said tea estate with effect from 1 February 2019 (âthe acquisition dateâ). The transfer of leasehold land is subject to approval of the Competent Authority of the Government of Assam.The aforesaid acquisition has been accounted for in the books of the Company under Indian Accounting Standard -103 âBusiness Combinationâ.

i. The Business Combination accounting resulted in the following fair values being allocated to the identifiable assets and liabilities of the Company at the acquisition date

ii. Acquisition-related costs amounting to Rs.0.79 millions have been excluded from the consideration transferred and have been recognised as an expense in Statement of Profit and Loss in the current year, within the âOther expensesâ line item in Note 28.

iii. Included in the profit for the year is loss of Rs. 7.55millions loss attributable to Harchurah estate acquired. Revenue for the year includes Rs. Nil in respect of same.

5. Segment Information

5.1 Consequent to the adoption of Ind AS, the Company has identified one operating segment viz, âTeaâ which is consistent with the internal reporting provided to the chief executive officer, who is the chief operating decision maker.

5.2 The Company deals in only one product i.e., Tea. The products and their applications are homogenous in nature.

5.3 Geographical Information

* excludes financial assets, deferred tax assets, post-employment benefit assets.

5.4 The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.

6. Related Party Disclosures 1. Parent information

Western Dooars Investment Limited and Assam Dooars Investment Limited together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company.

2 Key Managerial Personnel (KMP):

Atul Asthana - Managing Director and CEO*

Arun Narain Singh - Managing Director and CEOA Arjun Sengupta- Wholetime Director and CFO Subrata Banerjee- Company Secretary

*w.e.f. 01.04.2018. Whole time director and COO w.e.f 01.06.2017 till 31.03.2018 Atill 31.03.2018.

3 Other related parties with whom transactions have taken place during the year:

a) Fellow Subsidiary Companies:

Stewart Holl (India) Limited Amgoorie India Limited

Koomber Properties & Leasing Company Private Limited Goodricke Technical & Management Services Limited Koomber Tea Company Private Limited Lebong Investments Private Limited

b) Post employment benefit plan:

Goodricke Group Limited Gratuity Fund Goodricke Group Limited Executive Staff Pension Fund Goodricke Group Limited Executive Staff Provident Fund Goodricke Group Limited Employees Provident Fund

^Remuneration includes salary, performance bonus, allowances & other benefits / applicable perquisites except contribution to the Gratuity Funds which are actuarially determined on an overall Company basis. The term âremunerationâ has the meaning assigned to it under the Companies Act, 2013.

Refer Note 30.5 for transactions with post employment benefit plans

7. Financial Instruments and Related Disclosures

1. Capital Management

The Company aims at maintaining a strong capital base, maximising shareholdersâ wealth, safeguarding business continuity and augments its internal generations with a judicious use of borrowing facilities to fund spikes in working capital that arise from time to time as well as requirements to finance business growth.The Company determines the capital management requirement based on annual operating plans and long term and other strategic investment plans. The funding requirement are met through equity, borrowings and operating cash flows.

The Companyâs Debt to Equity ratio at 31^st March 2019 was as follows:

2. Categories of Financial Instruments

3. Financial risk management objectives

The Companyâs activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company continues to focus on a system-based approach to business risk management. The Companyâs financial risk management process seeks to enable the early identification, evaluation and effective management of key risks facing the business. Backed by strong internal control systems, the current Risk Management System rests on policies and procedures issued by appropriate authorities; process of regular reviews / audits to set appropriate risk limits and controls; monitoring of such risks and compliance confirmation for the same.

a) Market risk

The Companyâs business primarily agricultural in nature, exposes it to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of adverse weather conditions and lack of future markets. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to risk.

i. Foreign currency risk

The Company undertakes transactions denominated in foreign currency which results in exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognised assets and liabilities, which are not in the Companyâs functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, euro, etc.

The carrying amounts of the Companyâs foreign currency denominated financial assets and financial liabilities, at the end of the reporting period are as follows:

Foreign currency sensitivity

The impact of sensitivity analysis on account of outstanding foreign currency denominated assets and liabilities is insignificant.

ii. Interest rate risk

Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The objectives of the Companyâs interest rate risk management processes are to lessen the impact of adverse interest rate movements on its earnings and cash flows and to minimise counter party risks.

Interest rate sensitivity

The table below shows the sensitivity of the Companyâs profitability related to change in rate of borrowings by 100 basis points on loans outstanding as at 31^st March, 2019.

The above impact is based on only on change in interest rate, keeping all other business factors constant

iii. Price risk

The Company invests its surplus funds primarily in debt mutual funds measured at fair value through profit or loss. Aggregate value of such investments as at 31^st March, 2019 is Rs Nil (2018 - Rs. Nil).

Investments in the mutual fund schemes are measured at fair value. Accordingly, these do not pose any significant price risk.

b) Liquidity risk

The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date.

c) Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company has its policies to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of its customerâs basis which, the terms of payment are decided. Credit limits are set for each customer which are reviewed on periodic intervals. The credit risk of the Company is low as the Company largely sells its teas through the auction system which is on cash and carry basis and through exports which are mostly backed by letter of credit or on advance basis. There is no significant financing component involved.

The movement of the expected loss provision made by the Company are as under:

4. Fair value measurements Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities

Level 2: Inputs other than quoted price including within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

8. Fair value measurements for biological assets other than bearer plants:

The following table gives the information about how the fair value of the biological assets are determined:

9. The financial risk associated to agriculture would include climate change, price fluctuation, currency fluctuation and input cost increases. Being dependent on rainfall, any shortfall would directly impact the production. The sale of tea being largely through the auction system, any price fluctuation would impact profitability. Increased wages also has a direct impact on the cost of production because of labour intensive nature of the business operations.

10. The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards)

(Amendment) Rules, 2019 on 30th March, 2019:

- notifying Ind AS 116, âLeasesâ and

- amending Ind AS 12 âIncome Taxesâ and Ind AS 19 âEmployee Benefitsâ.

The same are applicable for financial statements pertaining to annual periods beginning on or after 1st April, 2019. The Company is in the process of assessing the detailed impact on the financial statements resulting from the implementation of these standards/amendments.

11. Effective 1st April, 2018 the Company adopted Ind AS 115 âRevenue from Contracts with Customersâ using the cumulative catch-up transition method. The effect on adoption of the Standard was not material.

12. The financial statements were approved for issue by the Board of Directors on 24thMay, 2019.

Mar 31, 2018

30.7 The Companyâs significant leasing arrangements are in respect of operating leases for premises and tea estates. These leasing arrangements are not non-cancellable range between 11 months and 30 years generally, or longer, and are usually renewable by statute or mutual consent on mutually agreeable terms as applicable. The aggregate lease rentals payable are charged as âRentâ under Note 28.

31. Segment Information

31.1 The Company has identified one operating segment viz, "Tea" which is consistent with the internal reporting provided to the chief executive officer, who is the chief operating decision maker.

31.2 The Company deals in only one product i.e., Tea. The products and their applications are homogenous in nature.

* excludes financial assets, deferred tax assets, post-employment benefit assets.

31.4 The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.

32. Related Party Disclosures 1. Parent information

Western Dooars Investment Limited and Assam Dooars Investment Limited together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company.

2 Key Managerial Personnel (KMP):

Arun Narain Singh - Managing Director and CEO (ceased w.e.f. 01.04.2018)

Atul Asthana* - Whole time Director and COO w.e.f. 01.06.17

Arjun Sengupta- Whole time Director and CFO (Whole time Director w.e.f. 01.09.17)

Subrata Banerjee- Company Secretary

*Managing Director & CEO w.e.f. 01.04.2018

3 Other related parties with whom transactions have taken place during the year/period:

a) Fellow Subsidiary Companies:

Stewart Holl (India) Limited Amgoorie India Limited

Koomber Properties & Leasing Company Private Limited

Goodricke Technical & Management Services Limited

Borbam Investments Limited

Koomber Tea Company Private Limited

Lebong Investments Private Limited

Elgin Investments & Trading Company Limited

b) Post employment benefit plan:

Goodricke Group Limited Gratuity Fund Goodricke Group Limited Executive Staff Pension Fund Goodricke Group Limited Executive Staff Provident Fund Goodricke Group Limited Employees Provident Fund

3. Financial risk management objectives

a) Market risk

i. Foreign currency risk

The Company undertakes transactions denominated in foreign currency which results in exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognized assets and liabilities, which are not in the Companyâs functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, euro, etc.

Foreign currency sensitivity

The impact of sensitivity analysis on account of outstanding foreign currency denominated assets and liabilities is insignificant.

ii. Interest rate risk

Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The objectives of the Companyâs interest rate risk management processes are to lessen the impact of adverse interest rate movements on its earnings and cash flows and to minimise counter party risks.

Interest rate sensitivity

The table below shows the sensitivity of the Companyâs profitability related to change in rate of borrowings by 100 basis points on loans outstanding as at 31st March, 2018.

The above impact is based on only on change in interest rate, keeping all other business factors constant

iii. Price risk

The Company invests its surplus funds primarily in debt mutual funds measured at fair value through profit or loss. Aggregate value of such investments as at 31st March, 2018 is Rs. Nil (2017 - Rs. 142.85 Millions).

Investments in the mutual fund schemes are measured at fair value. Accordingly, these do not pose any significant price risk.

b) Liquidity risk

The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date.

I Dp in i

c) Credit risk

Credit risk is the risk that counterparty will not meet its obligations leading to a financial loss. The Company has its policies to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of its customerâs basis which, the terms of payment are decided. Credit limits are set for each customer which are reviewed on periodic intervals. The credit risk of the Company is low as the Company largely sells its teas through the auction system which is on cash and carry basis and through exports which are mostly backed by letter or credit or on advance basis.

4. Fair value measurements Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities

Level 2: Inputs other than quoted price including within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

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 significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

The management consider that the carrying amounts of financial assets (other than those measured at fair values) and liabilities recognized in the financial statements approximate their fair value as on March 31, 2018 and March 31, 2017.

1. The financial risk associated to agriculture would include climate change, price fluctuation, currency fluctuation and

input cost increases. Being dependent on rainfall, any shortfall would directly impact the production. The sale of tea being largely through the auction system, any price fluctuation would impact profitability. Increased wages also has a direct impact on the cost of production because of labour intensive nature of the business operations.

Management is continuously monitoring all the above factors. Investment in irrigation, a planned replanting programme to ensure higher yields and improving efficiency of labour and modernization are some of the measures taken by the management to mitigate the risks.

2. Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) (Amendment) Rules, 2018 on 28th March, 2018 notifying Ind AS 115, â Revenue from Contracts with Customersâ and amending Ind AS 21 âThe Effects of Changes in Foreign Exchange Ratesâ; Ind AS 12 âIncome Taxesâ. The same are applicable for financial statements pertaining to annual periods beginning on or after 1st April, 2018. The Company is in the process of assessing the detailed impact on the financial statements resulting from the implementation of these standards.

3. The financial statements were approved for issue by the Board of Directors on 24th May, 2018.

Mar 31, 2017

1. Additional Notes to the Financial Statements

2. Contingent liabilities and commitments :

3. Contingent liabilities

Claims against the Company not acknowledged as debts:

Income Tax matters relate to amounts disputed by the Company in relation to issues of disallowances/additions in computing total income under the Income Tax Act, 1961.

Central Excise and Sales Tax matter relates to amounts disputed by the Company in relation to issues of applicability, classification and determination, as applicable.

Disputed claims relates to third party claims arising from disputes relating to contracts.

Future cash flows if any, in respect of above cannot be determined at this stage

4. Commitments

Estimated amount of contracts remaining to be executed on capital accounts and not provided for Rs. 16.18 Millions (2016 -Rs. 0.74 Millions; 2015 -Rs. 15.91 Millions).

5. Research and Development expenses for the year charged to revenue amounts to Rs13.50 Million (2016 -Rs. 16.05 Millions).

6. Corporate Social Responsibility (CSR) - As per Section 135 of the Companies Act, 2013 the Company needs to spend at least 2% of the average net profit earned during the immediately preceding 3 years on CSR activities. The areas for CSR activities identified by the Company are special education for differently abled children, solar project, vocational training for livelihood and environment sustainability.

7. Gross amount required to be spent by the Company is Rs. 5.43 Millions (2016 Rs 7.04 Millions)

8. Amount spent during the year/period is Rs 5.50 Millions (2016 Rs 7.57 Millions)

9. Employee Benefit Plans:

Defined Contribution Plans

The Company operates defined contribution schemes like provident fund and pension schemes for all qualifying employees. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain employeesâ contributions are made to State Plans.

An amount of Rs. 157.54 Millions (2016 - Rs. 155.44 Millions) has been charged to the Statement of Profit and Loss on account of defined contribution schemes.

Defined Benefit Plans

Risk Management

The above benefit plans expose the company to actuarial risks such as follows-

10. Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase

11. Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation

12. Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

13. Sensitivity Analysis

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

14. The Companyâs significant leasing arrangements are in respect of operating leases for premises and tea estates. These leasing arrangements are not non-cancellable range between 11 months and 30 years generally, or longer, and are usually renewable by statute or mutual consent on mutually agreeable terms as applicable. The aggregate lease rentals payable are charged as âRentâ under Note 28.

The Companyâs tea estates are located in remote areas of Assam and West Bengal with very limited access to banking. Further, tea is a very labour intensive activity. Workers have no means to banking and hence are totally dependent on the gardens for their financial needs. Therefore, the estates had no choice but to transact in SBNâs for a limited period.

15. Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Companyâs under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the Company.

16. Segment Information

17. Consequent to the adoption of Ind AS, the Company has identified one operating segment viz, "Tea" which is consistent with the internal reporting provided to the chief executive officer, who is the chief operating decision maker.

18. The Company deals in only one product i.e., Tea. The products and their applications are homogenous in nature.

19. The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or more of its revenues from transactions with any single external customer.

20. Related Party Disclosures 1. Parent information

Western Dooars Investment Ltd. and Assam Dooars Investment Ltd. together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company.

21. Key Managerial Personnel (KMP):

Arun Narain Singh - Managing Director and CEO

Arjun Sengupta - Vice President and CFO

Subrata Banerjee - Sr. General Manager & Company Secretary

22. Other related parties with whom transactions have taken place during the year/period:

23. Fellow Subsidiary Companies:

Stewart Holl (India) Limited Amgoorie India Limited

Koomber Properties & Leasing Company Private Limited

Goodricke Technical & Management Services Limited

Borbam Investments Limited

Koomber Tea Company Private Limited

Lebong Investments Private Limited

Elgin Investments & Trading Company Limited

24. Post employment benefit plan:

Goodricke Group Limited Gratuity Fund Goodricke Group Limited Executive Staff Pension Fund Goodricke Group Limited Executive Staff Provident Fund Goodricke Group Limited Employees Provident Fund

25. Financial risk management objectives

26. Market risk

27. Foreign currency risk

The Company undertakes transactions denominated in foreign currency which results in exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognized assets and liabilities, which are not in the Companyâs functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar,euro, etc.

The carrying amounts of the Companyâs foreign currency denominated financial assets and financial liabilities, at the end of the reporting period are as follows:

Foreign currency sensitivity

The impact of sensitivity analysis arising on account of outstanding foreign currency denominated assets and liabilities is insignificant.

28. Interest rate risk

Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The objectives of the Companyâs interest rate risk management processes are to lessen the impact of adverse interest rate movements on its earnings and cash flows and to minimize counter party risks.

The Company is exposed to interest rate volatilities primarily with respect to its short terms borrowings from banks as well as Financial Institutions. Such volatilities primarily arise due to changes in money supply within the economy and/or liquidity in banking system due to asset/liability mismatch, poor quality assets etc. of banks. The Company manages such risk by operating with banks having superior credit rating in the market as well as Financial Institutions.

Interest rate sensitivity

Since the borrowings are all short term in nature, the possible volatility in the interest rate is minimal.

29. Price risk

The Company invests its surplus funds primarily in debt mutual funds measured at fair value through profit or loss. Aggregate value of such investments as at 31st March, 2017 is Rs.142.85 Millions (2016 -Rs. Nil; 2015 - Rs. Nil).

Investments in the mutual fund schemes are measured at fair value. Accordingly, these do not pose any significant price risk.

30. Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty including seasonality in meeting its obligations.

The Company mitigates its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle and ensuring optimal movements of its inventories.

The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date.

31. Credit risk

Credit risk is the risk that counter party will not meet its obligations leading to a financial loss.

The Company has its policies to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of its customerâs basis which, the terms of payment are decided. Credit limits are set for each customer which are reviewed on periodic intervals. The credit risk of the Company is low as the Company largely sells its teas through the auction system which is on cash and carry basis and through exports which are mostly backed by letter or credit or on advance basis.

32. Fair value measurements Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities

Level 2: Inputs other than quoted price including within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant input being the discount rate that reflects the credit risk of counterparty. This is the case with listed instruments where market is not liquid and for unlisted instruments.

Notes to the reconciliations

39. For PPE other than bearer plants, the company has considered carrying cost on the date of transition as the deemed cost. The difference in depreciation under Previous GAAP and Ind AS is adjusted.

40. Under Ind AS, tea bushes representing bearer plants have been recognized as depreciable items of PPE, fair valued on the date of transition in accordance with exemptions available in Ind AS 101 and recognized as deemed cost. These are depreciated over the remaining useful life of the bearer plants. The consequent impact on depreciation is reflected in Statement of Profit and Loss.

41. Stock of tea is valued at lower of cost and net realizable value. Cost, computed under Ind AS, comprises of fair value of green leaf plucked from the Companyâs estates less costs to sell at the point of harvest and cost of production for the full year. However, under previous GAAP, cost comprised of the cost of production (including costs for plucked green leaf) for the full year.

43. The actuarial gains and losses, under Ind AS form part of re-measurement of the net defined benefit liability and is recognized in OCI, as against recognition in profit or loss under previous GAAP. Consequently, the tax effect of the same has also been recognized in OCI instead of profit or loss.

44. In view of recognition of bearer plants, expenditure on uprooting and replanting of tea bushes, under Ind AS, qualifies for capitalization and has therefore been recognized as PPE / CWIP, as the case may be and depreciated, as applicable, over the remaining useful life. Under previous GAAP, such expenditure incurred were treated as revenue expenses.

45. Under previous GAAP, biological assets were not required to be recognized. Under Ind AS, these have been recognized at fair value less costs to sell and change in fair value has been recognized in profit or loss.

46. Under previous GAAP, dividend payable on equity shares (including the tax thereon) was recognized as a liability in the period to which it relates. Under Ind AS, dividends (including the tax thereon) to shareholders are recognized when declared by the members in a general meeting.

47. Under previous GAAP, replanting subsidy received from the Tea Board was recognized as revenue in the Statement of Profit and Loss as and when accrued. Under Ind AS, the same is recognized as deferred revenue in the Balance Sheet and transferred to profit or loss on a systematic and rational basis over the useful lives of the bearer plants.

48. The financial risk associated to agriculture would include climate change, price fluctuation, currency fluctuation and input cost increases. Being dependent on rainfall, any shortfall would directly impact the production. The sale of tea being largely through the auction system, any price fluctuation would impact profitability. Increased wages also has a direct impact on the cost of production because of labour intensive nature of the business operations.

Management is continuously monitoring all the above factors. Investment in irrigation, a planned replanting programme to ensure higher yields and improving efficiency of labour and modernization are some of the measures taken by the management to mitigate the risks.

49. Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) (Amendment) Rules, 2017 on 17th March, 2017 notifying the amendments to Ind AS 7, âStatement of cash flowsâ and Ind AS 102, âShare-based paymentâ. These amendments are applicable for annual periods beginning on or after 1st April, 2017. The Company expects that there will be no material impact on the financial statements resulting from the implementation of these standards.

50. The financial statements were approved for issue by the Board of Directors on 23rd May, 2017.

Mar 31, 2016

1. CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 the Company needs to spend at least 2% of the average net profit earned during the immediately preceding 3 years on CSR activities. The areas for CSR activities identified by the Company are special education for differently abled children, solar project, vocational training for livelihood and environment sustainability.

(a) Gross amount required to be spent by the Company is Rs. 7,040,403

(b) Amount spent during the period on

2. The Company has taken various premises under operating lease having tenure of 11 months to 6 years. There is no specific obligation for renewal of these agreements. Lease rent for the period amounts to Rs.26,545,633 (2014 - Rs.18,914,272) This includes lease arrangements with escalation clauses of 5% to 10% at the end of each year.

The Company has initiated the process of identification of suppliers registered under Micro and Small Enterprise Development Act, 2006 by obtaining confirmation from the suppliers. The information shown above is only to the extent of information obtained by the Company.

3. Post Retirement Employee Benefits

"The Company operates defined contribution schemes like provident fund and defined contribution pension schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain employees contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs. 187,905,629 (2014 - Rs.124,042,025) has been charged to the Profit & Loss Account on account of defined contribution schemes. The Company also operates defined benefit gratuity scheme, leave encashment, defined benefit pension scheme, defined benefit provident fund scheme and post retirement medical scheme. The pension benefits, medical benefits and leave encashment benefits are restricted to certain categories of employees. These schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognized funds have been set up, annual contributions are made by the Company, as required. Employees are not required to make any contribution."

Net Liability /(Asset) as per Actuarial Valuation at period/year end:

The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The expected return on plan assets is based on actuarial expectation of the average long term rate of return expected on investments of the Funds during the estimated term of the obligations.

The contribution expected to be made by the Company for the year ended 31st March 2017 has not been ascertained.

4. Related Party Disclosures

a) Shareholders of the Company:

Western Dooars Investment Ltd. and Assam Dooars Investment Ltd. together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company which is indirectly holding Western Dooars Investment Ltd. and Assam Dooars Investment Ltd.

b) Other related parties with whom transactions have taken place during the period:

Fellow Subsidiary Companies:

(i) Stewart Holl (India) Limited (ii) Amgoorie India Limited (iii) Koomber Properties & Leasing Company Private Limited (iv) Goodricke Technical & Management Services Limited (v) Borbam Investments Limited (vi) Koomber Tea Company Private Limited (vii) Lebong Investments Private Limited (viii) Elgin Investments & Trading Company Limited"

c) Key Managerial Personnel:

Arun Narain Singh - Managing Director & CEO

Arjun Sengupta- VP & CFO

Subrata Banerjee- Company Secretary

5. Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Companyâs under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the Company.

6 Provision for taxation has been made as per the Income Tax Act, 1961 and the rules framed there under with reference to the profit for the 15 months period ded 31st March, 2016 which extends over two assessment years, Assessment Year 2015-2016 and Assessment Year 2016-2017. The ultimate tax liability for the Assessment Year 20162017 will be determined on the total income for the period from 1st April, 2015 to 31st March, 2016.

7 Earning Per Equity Share (Basic and Diluted)

The calculation of earnings per share is based on the Profit after taxation of Rs. -128,900,610 (2014 - Rs.222,386,927) and Equity Shares outstanding (Nominal value Rs. 10/- each) during the period aggregating to 21,600,000 (2014 -21,600,000).

8 To align with the provisions of Section 2 (41) of Companies Act, 2013, the company has decided to prepare Financial Statements for a period of 15 months commencing from 1st January 2015. Therefore, the results of previous year are not comparable with that of the current period.

9 Depreciation on assets till 31st December, 2014 was provided on written down value method. With Effect from 1st January, 2015, the Company has changed the method of depreciation to Straight Line Method to align with the industry practice and the net surplus arising due to retrospective computation aggregates to Rs.419,772,448. Consequent to the change in estimated useful life as per the provisions of Schedule II to the Companies Act 2013, the charge on account of change in estimates aggregates to Rs.49,392,906 These items have been accounted and disclosed under exceptional items. As a result of the change in method of depreciation, the charge for the fifteen months period ended 31st March 2016 was lower by Rs.39,803,010 and the charge on account of change in accounting estimates was higher by Rs.66,221,739. The impact of such change on the future profits of the Company is not ascertainable at this stage.

10 Stock of teas as on 31st March 2016 has been valued at lower of the cost of production (based upon expenditure for the 12 months period ending 31st March 2016) and the net realizable value. Production of tea not being uniform throughout the year, stock valuation would be unrealistic if it is based on actual expenditure incurred during 15 months period ended 31st March 2016.

11. The Company has reclassified previous yearâs figure to conform to this period classification along with other regrouping/rearrangement wherever considered necessary.

Dec 31, 2014

1.1 Rights, Preferences and Restrictions attached to Shares

The Company has only one class of shares referred to as Equity shares having a par value of Rs. 10 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. In the event of liquidation, the Equity Sharehoders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2.1 There is no movement of Share Capital during the year.

3.1 Capital Reserve includes Rs. 3,883,676/- pre-acquisition profit

3.2 Development Rebate Reserve, Development Allowance Reserve and Investment Allowance (Utilised) Reserve are transferred from Pre-Merger Reserves.

3.3 Dividend Distribution Tax on Proposed Dividend for the year ended 31st December, 2013 includes Rs. 667,440 pertaining to 2012

4.1 Working Capital Loans and Packing Credit Facilities are secured by equitable mortgage by deposit of title deeds of the Company''s Tea Estates and hypothecation of entire tea crop and other produces of Tea Estates as well as stocks of tea manufactured or in process and book debts, and entire movable plant and machinery, tools and accessories and other movable fixed assets both present and future.

5.1 Trade Payables include Rs. 381,552 (2013 - Rs. 410,081) due to Micro & Small Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006, based on information available with the Company.

Rs. 1,23,134 represents interest accrued on amount outstanding as at the year end and remaining unpaid.

6.1 There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31st December 2014

As at As at December 31,2014 December 31,2013 Rs. Rs.

7 CONTINGENT LIABILITIES (To the extent not provided for) Claims against the Company not acknowledged as Debts:

Income Tax Matters (without considering concomitant liability in respect of Agricultural Income Tax) 56,282,212 90,569,279

Central Excise Matters 12,934,600 -

Sales Tax Matters 1,502,235 3,484,438

Disputed Claims 2,516,000 2,516,000

Future cash flows if any, in respect of above cannot be determined at this stage

8 COMMITMENTS (To the extent not provided for)

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 15,909,800 (2013 - Rs. 22,458,655)

8.1 Research and Development Expenditure charged to Revenue Rs. 13,403,450 (2013 - Rs. 14,895,338)

9 The Company has taken various premises under operating lease having tenure of 11 months to 72 months. There is no specific obligation for renewal of these agreements. Lease rent for the year amounts to Rs. 18,914,272 (2013 - Rs. 16,571,918) This includes lease arrangements with escalation clauses of 5% to 10% at the end of each year.

10 Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Company''s under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the Company.

11 Provision for taxation has been made as per the Income Tax Act, 1961 and the rules framed there under with reference to the profit for the year ended 31st December, 2014 which extends over two assessment years, Assessment Year 2014-2015 and Assessment Year 2015-2016. The ultimate tax liability for the Assessment Year 2015- 2016 will be determined on the total income for the period from 1st April, 2014 to 31st March, 2015.

12. Post Retirement Employee Benefits

The Company operates defined contribution schemes like provident fund and defined contribution pension schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain employees contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs. 124,042,025 (2013 - Rs. 124,024,445) has been charged to the Profit & Loss Account on account of defined contribution schemes.

The Company also operates defined benefit gratuity scheme, leave encashment, defined benefit pension scheme, defined benefit provident fund scheme and post retirement medical scheme. The pension benefits, medical benefits and leave encashment benefits are restricted to certain categories of employees. These schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognized funds have been set up, annual contributions are made by the Company, as required. Employees are not required to make any contribution.

Experience Gain/(Loss) adjustments on plan assets related to Gratuity Scheme for 2014 and the preceeding three years are Rs. 29,44,000; Rs. 1,212,000; Rs. 4017000 and Rs. (144,000) respectively

Experience Gain/(Loss) adjustments on plan liabilities related to Gratuity Scheme for 2014 and the preceeding three years are Rs. (49,562,000) Rs. 6,618,000; Rs. (6,577,000) and Rs. (78,761,000) respectively

Effect of increase/ decrease of one percentage point in the assumed medical cost trend rates:

As per Actuary, the cost trend in rates in case of medical benefits have no effect on the amount recognised since the benefit is in the form of a fixed amount.

The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The expected return on plan assets is based on actuarial expectation of the average long term rate of return expected on investments of the Funds during the estimated term of the obligations.

The contribution expected to be made by the Company for the year ended 31st December 2015 has not been ascertained.

13 Related Party Disclosures

a) Shareholders of the Company:

Western Dooars Investment Ltd. and Assam Dooars Investment Ltd. together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company which is indirectly holding Western Dooars Investment Ltd. and Assam Dooars Investment Ltd.

b) Other related parties with whom transactions have taken place during the year:

Fellow Subsidiary Companies:

Stewart Holl (India) Limited Amgoorie India Limited

Koomber Properties & Leasing Company Private Limited Goodricke Technical & Management Services Limited Borbam Investments Limited Koomber Tea Company Private Limited Lebong Investments Private Limited

c) Key Management Personnel:

A.N.Singh-Managing Director & CEO

14 Earning Per Equity Share (Basic and Diluted)

The calculation of earning per share is based on the Profit after taxation of Rs. 222,386,927 (2013 - Rs. 333,568,696) and Equity Shares outstanding (Nominal value Rs. 10/- each) during the year aggregating to 21,600,000 (2013 - 21,600,000).

15 The Company has reclassified previous years figure to conform to this years classification alongwith other regrouping/ rearrangement wherever considered necessary.

Dec 31, 2013

Transactions in foreign currencies are recorded in rupees by applying the exchange rate prevailing on the date of transaction. Transactions remaining unsettled are translated at the rate of exchange ruling at the end of the year. Exchange gain or loss arising on settlement/translation is recognised in the Statement of Profit and Loss.

Premium or discount on forward contracts are amortised as expense or income over the life of the contract. Foreign exchange forward contracts are revalued at the balance sheet date and the exchange difference is recognised as gain/loss in the Statement of Profit and Loss. Profit or Loss on cancellations/renewals of forward contracts is recognised in the Statement of Profit and Loss.

1 TAXES ON INCOME

Current tax represents the amount computed as per prevailing taxation laws under the Income Tax Act, 1961.

Deferred Tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax assets have been recognized where there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

2 BORROWING COSTS

Borrowing cost attributable to acquisition and/or construction of qualifying assets are capitalised as a part of the cost of such assets up to the date when such assets are ready for intended use. Other borrowing costs are charged to Statement of Profit and Loss.

3 LEASES

Lease Payments under the Operating Lease are recognised as an expense in the Statement of Profit and Loss, on a straight line basis over the lease term.

4 PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent liability.

5 USE OF ESTIMATES

The preparation of financial statements is in conformity with Indian GAAP requires the management to make judgements, estimates and assumptions that effect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management''s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in the future periods. Any revision to accounting estimates is recognised prospectively in the current and future periods.

6 EARNING PER SHARE

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

7 The Company has taken various premises under operating lease having tenure of 11 months/3 years. There is no specific obligation for renewal of these agreements. Lease rent for the year amounts to Rs. 16,571,918 (2012 - Rs.9,771,764). This includes lease arrangements with escalation clauses of 5% to 10% at the end of each year.

8. Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Company''s under

the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the Company.

9. Provision for taxation has been made as per the Income Tax Act, 1961 and the rules framed there under with reference to the profit for the year ended 31st December, 2013 which extends over two assessment years, Assessment Year 2013-2014 and Assessment Year 2014-2015. The ultimate tax liability for the Assessment Year 2014- 2015 will be determined on the total income for the period from 1st April, 2013 to 31st March, 2014.

10 Post Retirement Employee Benefits

The Company operates defined contribution schemes like proviclent fund and defined contribution pension schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain employees contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs.124,024,445 (2012 - Rs.119,867,587) has been charged to the Profit & Loss Account on account of defined contribution schemes.

The Company also operates defined benefit gratuity scheme, leave encashment, defined benefit pension scheme, defined benefit provident fund scheme and post retirement medical scheme. The pension benefits, medical benefits and leave encashment benefits are restricted to certain categories of employees. These schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognized funds have been set up, annual contributions are made by the Company, as required. Employees are not required to make any contribution.

Dec 31, 2012

1.1 Rights, Preferences and Restrictions attached to Shares

The Company has only one class of shares referred to as Equity shares having a par value of Rs.10 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. In the event of liquidation, the Equity Sharehoders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

1.2 There is no movement of Share Capital during the year.

2.1 Capital Reserve includes Rs.3,883,676/- pre-acquisition profit

2.2 Development Rebate Reserve, Development Allowance Reserve and Investment Allowance (Utilised) Reserve are transferred from Pre-Merger Reserves.

3.1 Working Capital Loans are Secured by equitable mortgage by deposit of title deeds of the Company''s Tea Estates and hypothecation of entire tea crop and other produces of Tea Estates as well as stocks of tea manufactured or in process and book debts, and entire movable plant and machinery, tools and accessories and other movable fixed assets both present and future.

4.1 There are no Micro, Small and Medium Enterprises, as required to be disclosed under "The Micro, Small and Medium Enterprises Development Act, 2006" identified by the company on the basis of information available with the company.

5.1 There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31st December 2012

6 CONTINGENT LIABILITIES (To the extent not provided for)

Claims against the Company not acknowledged as Debts:

Income Tax Matters (without considering concomitant liability in respect of Agricultural Income Tax) 98,434,848 98,434,848

Sales Tax Matters 1,502,235 1,502,235

Disputed Claims 2,516,000 2,516,000

Future cash flows if any, in respect of above cannot be determined at this stage

7.1 Research and Development Expenditure charged to Revenue Rs.11,683,167 (2011 - Rs.12,394,465)

8 The Company has taken various premises under operating lease having tenure of 11 months/3 years. There is no specific obligation for renewal of these agreements. Lease rent for the year amounts to Rs.9,771,764 (Previous year - Rs.9,583,000) This includes lease arrangements with escalation clauses of 5% to 10% at the end of each year.

9 Consequent upon the vesting of the Indian undertakings on 1st January 1978 of the eight Sterling Company''s under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the Company. The Company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the Company.

10 Provision for taxation has been made as per the Income Tax Act, 1961 and the rules framed there under with reference to the profit for the year ended 31st December, 2012 which extends over two assessment years, Assessment Year 2012-2013 and Assessment Year 2013-2014. The ultimate tax liability for the Assessment Year 2013- 2014 will be determined on the total income for the period from 1st April, 2012 to 31st March, 2013.

11. Post Retirement Employee Benefits

The Company operates defined contribution schemes like provident fund and defined contribution pension schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain employees contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs.119,867,587 (2011 - Rs.105,581,925) has been charged to the Profit & Loss Account on account of defined contribution schemes.

The Company also operates defined benefit gratuity scheme, leave encashment, defined benefit pension scheme, defined benefit provident fund scheme and post retirement medical scheme. The pension benefits, medical benefits and leave encashment benefits are restricted to certain categories of employees. These schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognized funds have been set up, annual contributions are made by the Company, as required. Employees are not required to make any contribution.

Experience Gain/(Loss) adjustments on plan assets related to Gratuity Scheme for 2012 and the preceeding three years are Rs.4,017,000; Rs.(144,000); Rs.3,928,000 and Rs.(1,013,000) respectively Experience Gain/(Loss) adjustments on plan liabilities related to Gratuity Scheme for 2012 and the preceeding three years are Rs.(6,577,000); Rs.(78,761,000);Rs.(14,726,000) and Rs.(17,011,000) respectively

Effect of increase/ decrease of one percentage point in the assumed medical cost trend rates

As per Actuary, the cost trend in rates in case of medical benefits have no effect on the amount recognised since the benefit is in the form of a fixed amount.

The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The expected return on plan assets is based on actuarial expectation of the average long term rate of return expected on investments of the Funds during the estimated term of the obligations.

The contribution expected to be made by the Company for the year ended 31st December 2013 has not been ascertained.

Notes

i) The Company is engaged in the business of cultivation, manufacture and sale of tea. The products and their applications are homogeneous in nature. The segments are classified as Exports and Domestic.

ii) The Segmentwise Revenue, results, assets and liabilities figures relate to the respective amounts directly identifiable to each of the segments. Unallocable income / expenditure relate to the Company as a whole and are earned / incurred at the corporate level.

iii) Pricing of inter segment transfers is based on benchmark market price.

12 Related Party Disclosures

a) Shareholders of the Company:

Western Dooars Investments Ltd. and Assam Dooars Investments Ltd. together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company which is indirectly holding Western Dooars Investments Ltd. and Assam Dooars Investments Ltd.

b) Other related parties with whom transactions have taken place during the year:

Fellow Subsidiary Companies:

Stewart Holl (India) Limited

Amgoorie India Limited

Koomber Properties & Leasing Company Private Limited

Goodricke Technical & Management Services Limited

Borbam Investments Limited

Koomber Tea Company Private Limited

Lebong Investments Private Limited

Eastern Produce Kenya Ltd

c) Key Management Personnel:

A.N.Singh-Managing Director & CEO

d) Particulars of transactions during the year ended 31st December, 2012 :

13 Earning Per Equity Share (Basic and Diluted)

The calculation of earning per share is based on the Profit after taxation of Rs. 199,989,027 (2011 - Rs.374,244,260) and Equity Shares outstanding (Nominal value Rs. 10/- each) during the year aggregating to 21,600,000 (2011 - 21,600,000).

14 The Revised Schedule VI has become effective from the financial year commencing April 1, 2011 for the preparation of financial statements. Consequent to this the previous year''s figures have been regrouped/ reclassified wherever necessary to conform to the current year''s classification/disclosure

Dec 31, 2011

1. Contingent liabilities not provided for in respect of:

2011 2010 Rs.('000) Rs.('000)

a) Income Tax matters under appeal (without considering concomitant liability

in respect of Agricultural Income Tax) 98,435 64,727

b) Disputed Claims 2,516 2,556

c) Sales Tax Matters 1,502 1,502 Future cash outflow if any, in respect of above cannot be determined at this stage.

2. Estimated amount of contracts to be executed on Capital Account and not provided for Rs.53,496 (2010 - Rs.22,379)..

3. Consequent upon the vesting of the Indian undertakings on 1st January, 1978 of the eight Sterling Companies under the scheme of amalgamation, the title in respect of certain tea estates, acquired under such scheme, are to be transferred in the name of the company . The company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the Company.

4. Provision for taxation has been made as per the Income Tax Act, 1961 and the rules framed there under with reference to the profit for the year ended 31st December, 2011 which extends over two assessment years, Assessment Year 2011-2012 and Assessment Year 2012-2013. The ultimate tax liability for the Assessment Year 2012- 2013 will be determined on the total income for the period from 1st April, 2011 to 31st March, 2012.

5. Research & Development expenses charged to revenue Rs.12,394 ( 2010 - Rs. 6,079).

6. The Company has taken various premises under operating lease having tenure of 11 months/3 years. There is no specific obligation for renewal of these agreements. Lease rent for the year amounts to Rs.9,583 (2010 - Rs.2,799) This includes lease arrangements with escalation clauses of 5% to 10% at the end of each year.

7. An inspection u/s 209A of the Companies Act, 1956 (Act) was carried out by the office of the Regional Director (E.R.), Ministry of Corporate Affairs in the year 2009 and 2010, pursuant to which show cause notices were issued alleging violation of various provisions of the Act. The Directors of the Company filed a petition u/s 633(2) of the Act being CP No.556 of 2010 before the High Court at Kolkata. It was interalia alleged in the notices that the Company has violated the provisions of section 269 and section 309 of the Act.

The Hon'ble Court, vide its order dated 19th December 2011, dropped the aforesaid charge levelled against the Company and directed the RoC not to launch any proceedings in this regard on the Company agreeing before the Hon'ble Court to disclose in the next Annual Accounts the information that in 2004 and 2006 the wife of the former Managing Director of the Company accompanied him in course of foreign visits which were necessary for the purpose of promoting the Company's business overseas.

All the other charges against the Company by the aforesaid show cause notices were also dropped by the Hon'ble Court and the Registrar of Companies was directed not to institute any proceedings in respect of any of the matters covered in the aforesaid show cause notices.

Pursuant to the said order dated 19th December 2011, members are hereby informed that the wife of Mr.K.S.David, the erstwhile Managing Director of the Company, travelled together to UK and USA for promoting the Company's business overseas and for such purposes the Company had incurred for both expenses of Rs.1.15 Million in 2004 and Rs.1.19 Million in 2006.

A copy of the order passed by Hon'ble Judge dated 19th December 2011 is available for inspection at the Registered Office of the Company.

** Being raw materials harvested in the Company's own estates as agricultural produce involving integrated activities of nursery, cultivation, growth etc. and utilised in the manufacture of tea and their values at the intermediate stage could not be ascertained.

8. There are no Micro, Small and Medium Enterprises, as required to be disclosed under "The Micro, Small and Medium Enterprises Development Act, 2006" identified by the company on the basis of information available with the company.

9. Selling Expenses in schedule 16 include Brokerage Rs. 54,512 (2010 - Rs.43,918), Commission Rs. 5,919 (2010 - Rs. 15,641), Insurance Rs. 8,699 (2010 - Rs.3,430), Shipping and Other Charges Rs. 34,083 (2010 - Rs. 23,895), Sales Promotion Rs.170,251 (2010 - Rs. 134,341) and Freight Rs.90,499 (2010 - Rs. 65,882).

10. Earning Per Equity Share (Basic and Diluted)

The calculation of earning per share is based on the Profit after taxation of Rs. 374,245/- (2010 - Rs.449,967) and Equity Shares outstanding (Nominal value Rs. 10/- each) during the year aggregating to 21,600,000 (2010 - 21,600,000).

Notes :

i) The Company is engaged in the business of cultivation, manufacture and sale of Tea. The products and their applications are homogeneous in nature. The segments are classified as Exports and Domestic.

ii) The Segment wise Revenue, results, assets and liabilities figures relate to the respective amounts directly identifiable to each of the segments. Unallocable income / expenditure relate to the Company as a whole and are earned / incurred at the corporate level.

iii) Pricing of inter segment transfers is based on benchmark market price.

11. As at 31st December, 2011 the company had net outstanding foreign currency exposures of Rs.289,691 (USD equivalent 5,445) (2010 - Rs. 54,316 ; USD equivalent 1,205) of which Rs.74,395 (USD equivalent 1,398 (2010 - Rs.44,729 USD equivalent 992) has been covered by forward contracts.

12. Related Party Disclosures :Ã

a) Shareholders of the Company :Ã

Western Dooars Investment Ltd. and Assam Dooars Investment Ltd. together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company which is indirectly holding Western Dooars Investment Ltd. and Assam Dooars Investment Ltd.

b) Other related parties with whom transactions have taken place during the year :Ã Fellow Subsidiary Companies:Ã

Stewart Holl (India) Limited, Amgoorie India Limited, Koomber Properties & Leasing Company Private Limited, Goodricke Technical & Management Services Limited, Borbam Investments Limited, Koomber Tea Company Private Limited, Lebong Investments Private Limited, Eastern Produce Malawi Ltd, Linton Park Plc.

13. Post Retirement Employee Benefits:

The Company operates defined contribution schemes like provident fund and defined contribution pension schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain employees contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs.105,582 (2010 - Rs.103,328) has been charged to the Profit & Loss Account on account of defined contribution schemes.

The Company also operates defined benefit gratuity scheme, leave encashment, defined benefit pension scheme, defined benefit provident fund scheme and post retirement medical scheme. The pension benefits, medical benefits and leave encashment benefits are restricted to certain categories of employees. These schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognized funds have been set up, annual contributions are made by the Company, as required. Employees are not required to make any contribution.

Experience Gain/(Loss) adjustments on plan assets related to Gratuity Scheme for 2011 and the preceding three years are Rs.(144); Rs.3,928; Rs.(1,013) and Rs.1,824 respectively

Experience Gain/(Loss) adjustments on plan liabilities related to Gratuity Scheme for 2011 and the preceding three years are Rs.(78,761); Rs.14,726;Rs.(17,011) and Rs.39,940 respectively

The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The expected return on plan assets is based on actuarial expectation of the average long term rate of return expected on investments of the Funds during the estimated term of the obligations.

The contribution expected to be made by the Company for the year ended 31st December 2012 has not been ascertained.

14. Previous year's figures have been regrouped and / or rearranged whenever necessary.

Dec 31, 2010

1. Contingent liabilities not provided for in respect of:

2010 2009

Rs.(000) Rs.(OOO)

a) Income Tax matters under appeal (without considering concomitant liability in respect of Agricultural Income Tax) 64,727 68,990

b) Disputed Claims 2,556 2,556

c) Sales Tax Matters 1,502 -

Future cash outflow if any, in respect of above cannot be determined at this stage.

2. Estimated amount of contracts to be executed on Capital Account and not provided for Rs. 22,379 (2009 - Rs.41,220).

3. Consequent upon the vesting of the Indian undertakings on 1st January, 1978 of the eight Sterling Companies under the scheme of amalgamation the title in respect of certain tea estates, acquired under such scheme, are to be transferred in the name of the company . The company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the company.

4. Provision for taxation has been made as per the Income Tax Act, 1961 and the rules framed thereunder with reference to the profit for the year ended 31st December, 2010 which extends over two assessment years, Assessment Year 2010-2011 and Assessment Year 2011-2012. The ultimate tax liability for the Assessment Year 2011- 2012 will be determined on the total income for the period from 1st April, 2010 to 31st March, 2011.

5. Research & Development expenses charged to revenue Rs.6,079 ( 2009 - Rs. 2,657).

6. The Company has taken various premises under operating lease having tenure of 11 months/3 years. There is no specific obligation for renewal of these agreements. Lease rent for the year amounts to Rs.2,799 (2009 - Rs.1,670) This includes a lease arrangement with an escalation clause of 7% p.a. at the end of each year.

7. There are no Micro, Small and Medium Enterprises, as required to be disclosed under "The Micro, Small and Medium Enterprises Development Act, 2006" identified by the company on the basis of information available with the company.

8. Selling Expenses in schedule 16 include Brokerage Rs. 43,918 (2009 - Rs.48,383), Commission Rs. 15,641 (2009 - Rs. 16,420), Insurance Rs. 3,430 (2009 - Rs.1,784), Shipping and other Charges Rs. 23,895 (2009 - Rs. 20,830), Sales Promotion Rs.134,341 (2009 - Rs. 80,880) and Freight Rs.69,978 (2009 - Rs. 73,832).

9. Impairment Loss of Rs.15,537 is on account of plant & machinery installed at Instant Tea Plant. The unit has been running well below its rated capacity and has been making losses for a number of years due to high cost of production. In view of the above, and expected losses coupled with negative cash flow in future years, the company decided to impair the plant & Machinery based on its net realisable value ascertained by a technical valuer. The Instant Tea plant being an Export Oriented Unit, the impairment loss has been included in the results of the export segment as mentioned in Note 18 to Schedule 18.

10. Earning Per Equity Share (Basic and Diluted)

The calculation of earning per share is based on the Profit after taxation of Rs. 449,967 (2009 - Rs.419,426) and Equity Shares outstanding (Nominal value Rs. 10/- each) during the year aggregating to 21,600,000 (2009 - 21,600,000).

11. Related Party Disclosures

1. Shareholders of the Company:-

Western Dooars Investment Ltd. and Assam Dooars Investment Ltd. together hold 74% of the Equity Share Capital of the Company. Camellia Pic is the ultimate holding Company which is indirectly holding Western Dooars Investment Ltd. and Assam Dooars Investment Ltd.

2. Other related parties with whom transactions have taken place during the year:- Fellow Subsidiary Companies:-

Stewart Holl (India) Limited, Amgoorie India Limited, Koomber Properties & Leasing Company Private Limited, Goodricke Technical & Management Services Limited, Borbam Investments Limited, Koomber Tea Company Private Limited, Lebong Investments Private Limited, Eastern Produce Malawi Ltd, Linton Park Pic.

3. Key Management Personnel:-

A. N. Singh - Managing Director & CEO

12. As at 31st December, 2010 the Company had net outstanding foreign currency exposures of Rs.54,316 (USD equivalent 1,205) (2009 - Rs. 31,455 ; USD equivalent 686) of which Rs.44,729 (USD equivalent 992 (2009 - Rs.Nil USD equivalent Nil) has been covered by forward contracts.

13. Previous years figures have been re-grouped and / or re-arranged wherever necessary.

Dec 31, 2009

1. Contingent liabilities not provided for in respect of:

2009 2009 Rs. Rs.

a) Income Tax matters under appeal 68,989,838 39,863,556 (without considering concomitant liability in respect of Agricultural Income Tax)

b) Bills discounted / Factoring - 19,329,894

c) Disputed Duties, etc. 2,556,480 1,177,618

2. Estimated amount of contracts to be executed on Capital Account and not provided for Rs.41,220,442 /- (2008 - Rs. 47,103,546/- ) including Rs. Nil (2008 - Rs. 4,526,297/-) for Computer Software.

3. Consequent upon the vesting of the Indian undertakings on 1st January, 1978 of the eight Sterling Companies under the scheme of amalgamation, the title in respect of certain tea estates acquired under such scheme, are to be transferred in the name of the company . The company has been legally advised that the notification issued by the Government of West Bengal in 1994 for payment of salami does not apply to the company.

4. Provision for taxation has been made as per the Income Tax Act, 1961 and the rules framed thereunder with reference to the profit for the year ended 31st December, 2009 which extends over two assessment years, Assessment Year 2009-2010 and Assessment Year 2010-2011. The ultimate tax liability for the Assessment Year 2010- 2011 will be determined on the total income for the period from 1st April, 2009 to 31st March, 2010.

5. a) Research & Development expenses charged to revenue Rs. 2,657,200/- (2008 - Rs. 2,551,395/-).

b) The Company has taken various premises under operating lease having tenure of 11 months/3 years. There is no specific obligation for renewal of these agreements. Lease rent for the year amounts to Rs.1,670,412/- (2008- Rs.1,995,307/-) This includes a lease arrangement with an escalation clause of 7% p.a. at the end of each year.

6. There are no Micro, Small and Medium Enterprises, as required to be disclosed under "The Micro, Small and Medium Enterprises Development Act, 2006" identified by the company on the basis of information available with the company.

7. Freight, Sales, Warehouse charges, etc. in schedule 16 include Brokerage Rs.48,383,059/- (2008 - Rs.31,833,624/-), Commission Rs. 16,419,986/- (2008 - Rs. 15,016,912/-), Insurance Rs. 1,783,993/- (2008 - Rs.1,086,483/-), Shipping and Other Charges Rs. 20,830,080/- (2008 - Rs. 12,935,778/-), Sales Promotion Rs. 80,880,159/- (2008 - Rs. 36,073,110/-) and Freight Rs. 73,832,036/- (2008 - Rs. 60,911,882/-).

8. Earning Per Equity Share (Basic and Diluted)

The calculation of earning per share is based on the Profit after taxation of Rs. 419,425,729/- (2008 - Rs. 175,873,274/-) and Equity Shares outstanding (Nominal value Rs. 10/- each) during the year aggregating to 21,600,000 (2008 - 21,600,000).

Notes :

i) The Company is engaged in the business of cultivation, manufacture and sale of Tea. The products and their applications are homogeneous in nature. The segments are classified as Exports and Domestic.

ii) The Segment wise revenue, results, assets and liabilities figures relate to the respective amounts directly identifiable to each of the segments. Unallocable income / expenditure relate to the Company as a whole and are earned / incurred at the corporate level.

iii) Pricing of inter segment transfers is based on benchmark market price.

9. Related Party Disclosures

1. Shareholders of the Company:Ã

Western Dooars Investment Ltd. and Assam Dooars Investment Ltd. together hold 74% of the Equity Share Capital of the Company. Camellia Plc is the ultimate holding company which is indirectly holding Western Dooars Investment Ltd. and Assam Dooars Investment Ltd.

2. Other related parties with whom transactions have taken place during the year:Ã Fellow Subsidiary Companies:Ã

Stewart Holl (India) Limited, Amgoorie India Limited, Koomber Properties & Leasing Company Private Limited, Goodricke Technical & Management Services Limited, Borbam Investments Limited, Koomber Tea Company Private Limited, Lebong Investments Private Limited.

3. Key Management Personnel:Ã

A. N. Singh Ã Managing Director & CEO

10. As at 31st December, 2009 the company had net outstanding foreign currency exposures of Rs. 31,455,367/- (USD equivalent 685,988) (2008 - Rs. 50,229,234/- USD equivalent 1,031,402) of which Rs. Nil (USD equivalent (2008 - of which Rs. 30,583,600/- USD equivalent 628,000) has been covered by forward contracts.

11. Previous years figures have been re-grouped and / or re-arranged wherever necessary.

12. Post Retirement Employee Benefits:

The Company operates defined contribution schemes like provident fund and defined contribution pension schemes. For these schemes, contributions are made by the Company, based on current salaries, to recognized funds maintained by the Company and for certain employees contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs.131,189,833 (2008 - Rs. 87,645,513) has been charged to the Profit & Loss Account on account of defined contribution schemes.

The Company also operates defined benefit schemes like gratuity, leave encashment, defined benefit pension and post retirement medical. The pension benefits, medical benefits and leave encashment benefits are restricted to certain categories of employees. The defined benefit schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognized funds have been set up, annual contributions are also made by the Company. Employees are not required to make any contribution.

Effect of increase /decrease of one percentage point in the assumed medical cost trend rates :-

As per Actuary, the cost trend in rates in case of medical benefits have no effect on the amount recognised since the benefit is in the form of a fixed amount

The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The expected return on plan assets is based on actuarial expectation of the average long term rate of return expected on investments of the Funds during the estimated term of the obligations.

The contribution expected to be made by the Company for the year ended 31st December 2010 has not been ascertained.

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