Notes to Accounts of NTC Industries Ltd.

Mar 31, 2025

Provisions

Provisions are recognised when, as a result of a past event, the Company has a legal or constructive obligation; it is
probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably
estimated. The amount so recognised is a best estimate of the consideration required to settle the obligation at
the reporting date, taking into account the risks and uncertainties surrounding the obligation. In an event when
the time value of money is material, the provision is carried at the present value of the cash flows estimated to
settle the obligation.

Contingent Liability

Liabilities which are contingent in nature are not provided for in the accounts and the same are separately
disclosed by way of notes to accounts.

Earnings per Share

Earnings per share are 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. For the purpose of
calculating diluted earnings per share, the net profit or loss for the period attributable to the equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.

Company as a Lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Where the Company is a lessor under an operating lease, the asset is capitalised
within property, plant and equipment or investment property and depreciated over its useful economic life.
Payments received under operating leases are recognised in the Statement of Profit and Loss on a straight-line
basis over the term of the lease.

Claims

Claims against the Company not acknowledged as debts are disclosed after a careful evaluation of the facts and
legal aspects of the matter involved.

Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Chief Financial Officer.

Segments are organised based on businesses which have similar economic characteristics as well as exhibit
similarities in nature of products and services offered, the nature of production processes, the type and class of
customer and distribution methods.

Segment revenue arising from third party customers is reported on the same basis as revenue in the financial
statements. Inter-segment revenue is reported on the basis of transactions which are primarily market led.
Segment results represent profits before finance charges, unallocated corporate expenses and taxes.

"Unallocated Corporate Expenses" include revenue and expenses that relate to initiatives/costs attributable to the
enterprise as a whole.

Prior Period Adjustments

Adjustment of identifiable items of income and expenditure pertaining to prior period if any are accounted for as
prior periods adjustments.

3. Use of estimates and judgements

1. The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities at the date of the financial statements and the
results of operations during the reporting period end.

Key sources of estimation uncertainty

1. Useful lives of property, plant and equipment and intangible assets:

As described in the material accounting policies, the Company reviews the estimated useful lives of
property, plant and equipment and intangible assets at the end of each reporting period.

2. Fair value measurements and valuation processes:

Some of the Company''s assets and liabilities are measured at fair value for financial reporting purposes. In
estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent
it is available.

3. Actuarial Valuation:

The determination of Company''s liability towards defined benefit obligation to employees is made through
independent actuarial valuation including determination of amounts to be recognised in the Statement of
Profit and Loss and in other comprehensive income.

4. Claims, Provisions and Contingent Liabilities:

The Company has ongoing litigations with various regulatory authorities and third parties. Where an
outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be
made based on management''s assessment of specific circumstances of each dispute and relevant external
advice, management provides for its best estimate of the liability. Such accruals are by nature complex and
can take number of years to resolve and can involve estimation uncertainty. Information about such
litigations is provided in notes to the financial statement.

30. In the opinion of the Board the current assets, loans and advances are not less than the stated value if
realised in ordinary course of business. The provisions for all known liabilities are adequate. There are no
contingent liabilities except stated in Note No.- 43

31. Issuance of Convertible Warrants

Pursuant to the approval of the Board of Directors ("BOD") in their meeting on 02.08.2024, the subsequent
approval by Members at the Annual General Meeting on 30.08.2024, and receipt of in-principle approvals
from BSE Limited (vide Letter No. LOD/PREF/AM/FIP/952/2024-25) dated 19.09.2024 and CSE Limited
(vide Letter No. CSE/LD/16389/2024) dated 20.09.2024, the BOD, in its meeting held on 03.10.2024,
allotted 25,75,000 (Twenty-Five Lakhs Seventy-Five Thousand) warrants convertible into equivalent equity
shares of the Company. This issuance is in accordance with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the approval of the Board of Directors ("BOD") at their meetings held on 23rd October, 2024,
6th November, 2024, 6th December, 2024, 23rd December, 2024 and 21st March 2025 and upon receipt
of balance amount i.e., 75% of the issue price at which the Warrants were issued by the Company (on
03.10.2024) the Board has issued 20,50,000, 3,50,000, 2,00,000, 1,25,000 and 2,00,000 equity shares to
the allottees, respectively. This issuance is in accordance with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018.

Consequent to above conversion and allotment of equity shares, the paid-up capital of the Company has
raised from Rs. 11,94,40,000/- (1,19,44,000 equity shares having face value of Rs. 10 each) to Rs.
14,51,90,000/- (1,45,19,000 equity shares having face value of Rs. 10 each) in a phased manner on the
dates mentioned above.

32. Optionally Convertible Debentures

As per the Agreement dated 15.09.2023, for Optionally Convertible Debentures entered into among M/s
Creando Associates Private Limited, its promoters, and NTC Industries Limited (the "Investor"), the
Investor has committed to invest a total amount of ^14.04 crores. Against this commitment, the Investor
has, to date, invested ^4.90 crores, which includes an amount of ^3.40 crores invested during the financial
year 2024-25 towards the subscription of Optionally Convertible Debentures (OCDs) at a price of
^1,00,000 per OCD.

33. Optionally Convertible Preference Shares

As per the Share Subscription and Shareholders'' Agreement dated 15.02.2025, entered into among Dunkel
Braun Private Limited, its promoters, and NTC Industries Limited (the "Investor"), the Investor has made an
investment of ^20,00,00,000 (Rupees Twenty Crores only) towards the subscription of Optionally
Convertible Preference Shares (OCPS) of Dunkel Braun Private Limited, at a price of ^10 per OCPS.

34. The Company has transferred a parcel of land admeasuring 49 decimals as it is where it is to Primarc
Infrastructure LLP for a consideration of ^12.46 lakhs at cost price, whereas the stamp duty valuation of
the said land at the time of transfer was ^730.48 lakhs. The said land has been under encroachment by
unauthorised elements rendering it commercial unusable and not yielding any economic benefit to the
company for considerable period. The transaction was duly approved by the board of directors and
executed in compliance with applicable legal procedures. The company has de recognised the land from its
fixed assets and recognised the corresponding sale during the year.

9. Post-Employment Benefits

In accordance with the Payment of Gratuity Act, 1972 of India, the Company provides for gratuity, a
defined retirement benefit plan (the ''Gratuity Plan'') covering eligible employees. Liabilities with regard to
such Gratuity Plan are determined by actuarial valuation and are charged to revenue in the period
determined.

The following tables sets out the status of the benefit plan as per actuarial valuation as on March 31, 2025
and as recognised in the financial statements in respect of employee benefit schemes:

Note: - (i) Previous year figures have been given in brackets.

(ii) As the liability of gratuity and compensated absence are provided on actuarial basis for the
company as a whole, the amount pertaining to the directors are not ascertainable and therefore
not included in the above

(iii) Related party relationships are identified by the company on the basis of available information.

41. A Civil suit was filed since 1999 by one of the creditors against the company for recovery of Rs. 200 lakhs
along with interest before the Hon''ble High Court, Kolkata. The Hon''ble High Court at Calcutta vide its
order dated 19.12.2022 has dismissed the said Suit for default of non-appearance. The Company had
recognised the financial Impact of the same by derecognizing the liability and crediting the profit & loss a/c
under the head exceptional items in 3^rd qtr of 2023-24.

^^42. In 2015 a group of minority shareholders had filed a suit against the company in the court of Learned

Fourth Civil Judge (Junior Division) at Sealdah, West Bengal challenging the Postal Ballot notice issued on
November 14, 2014 for e-voting thereon to obtain post facto approval of shareholders under Sections
180(1)(a) and 188(1)(b) by way of Postal Ballot for Deeds of Conveyance in respect of the portion of said
Land executed in favour of its two Wholly owned subsidiaries and one nominee. The Hon''ble 4th Civil
Judge by its order dated 5th January 2015 granted an ex-parte ad interim relief to the complainants and
restrained the company and others from giving effect to the resolutions dated 14^th November 2014. The
company filed its reply to the Title Suit 4 of 2015 and prayed for vacation of the ad interim relief. The said
ad interim relief has been vacated by the order of the 2^nd Civil Judge (Junior Division), at Barrackpur, west
Bengal dated 16^th March 2023 where mater was transferred.

The same group of Complainant filed yet another Title Suit no. 1048 of 2015 before the Ld. Civil Judge (Snr
Division) 1st Court at Barasat, seeking the following further reliefs:

(a) Decree for Declaration that the alleged registered deed of conveyances dated 24th September 2014 is
null, void and non est, etc.

(b) Decree for Declaration that no right, title or interest in the suit property has been transferred in favour
of NTCIL Real Estate Private Limited (WOS of the company).

(c) Decree for Perpetual injunction restraining the company and others from giving any further effect to
the deed of conveyance dated 24^th September 2014.

(d) Decree for Perpetual injunction restraining NTCIL Real Estate Private Limited from transferring,
alienating, encumbering and/or parting with possession of the suit property.

(e) Perpetual injunction restraining the company and others from given any effect / further effect to the
resolution no. 1 contained in Notice dated 14th November 2014.

The Learned Civil Judge (Sr. Division) 1st Court, Barasat by its ex-parte order dated 21st August 2015 the
company and NCTIL Real Estate Private Limited to maintain status quo in respect of suit property. The
Company has filed its reply to the said TS no. 1048 of 2015.

Since the conveyance of said Land was done in compliance of High Court order dated April 19, 2006,
company reasonably beliefs that there is no violation of statute and the matter is at present sub-judice in
the court.

43. Contingent liabilities & Guarantee given:

Claims against the Company not acknowledged as debts ^ 3267.63 lakhs including interest on claims.
These comprise:

• In the Year 2018-19, in the matter of SCN no C. No. V-SEIZURE (15) 90CE/CAL/-II/ADJN/97/131-143
Dated 21.04.1997 an assessment order-in-original no. 55/COMMR/CGST &CX KOL/NORTH/2018-
19 dated 15.03.2019 was passed by the Commissioner of CGST & CX partially confirming the duty

47. Fair Values of Financial Assets and Financial Liabilities

The fair value of the financial assets and liabilities is included at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation
sale. The following methods and assumptions were used to estimate the fair values:

1. The Company except other investment, which has been measured at fair Value through other
comprehensive income, has disclosed financial instruments such as loans, trade receivables, cash and
cash equivalents, other bank balances, trade payables, other financial assets and liabilities at carrying
value because their carrying amounts are a reasonable approximation of the fair values due to their
short-term nature.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on
parameters such as interest rates and individual credit worthiness of the counter party. Based on this
evaluation, allowances are taken to the account for the expected losses of these receivables.

48. Fair Value Hierarchy:

This section explains the judgements and estimates made in determining the fair values of the financial ^
instruments that are measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the
Company has classified its financial instruments into the three levels prescribed under the accounting
standard.

The following is the hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:

• Level 1 - The fair value of financial instruments traded in active markets (such as publicly traded
derivatives and equity securities) is based on quoted market prices at the end of the reporting
period. These instruments are included in level 1.

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

• Level 3 - If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3. This is the case for other investments, loans receivables and lease
receivables included in level 3.

Valuation Processes

The finance department of the Company includes a team that performs the valuations of financial assets
and liabilities required for financial reporting purposes, including level 3 fair values. This team reports
directly to the chief financial officer (CFO) including board of directors. Discussions of valuation processes
and results are held between the CFO and the valuation team every month. The Company takes the help
of independent valuers for valuation purposes.

Fair Valuation Technique

The carrying amounts of trade receivables, trade payables, creditors towards capital goods, cash and cash
equivalents, other investment and other bank balances are considered to be the same as their fair values,
due to their short-term nature.

The fair values financial assets and liabilities consisting of loans receivable, lease receivable, lease liabilities,
security deposits receivable and security deposit payable were calculated based on cash flows discounted
using estimated borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to
the inclusion of unobservable inputs including counterparty credit risk.

The Company''s principal financial liabilities comprises of borrowings, lease liabilities, deposits from
dealers, trade and other payables. The main purpose of these financial liabilities is to finance the
Company operations. Further, the Company has financial risk / exposure of financial guarantees given to
Revenue towards security against pending GST matter, however, considering that there is no expected
credit losses, there is no financial liability as at the year end on this account. The Company''s principal
financial assets include investments, loans, trade and other receivables, cash and cash equivalents and
other bank balances that are derived directly from its operations.

The Company''s financial risk management is an integral part of how to plan and execute its business
strategies. The Company is exposed to market risk, credit risk and liquidity risk.

The Company''s senior management oversees the management of these risks. The senior professionals
working to manage the financial risks and the appropriate financial risk governance framework for the
Company are accountable to the Board of Directors and Audit Committee. This process provides
assurance to Company''s senior management that the Company''s financial risk-taking activities are
governed by appropriate policies and procedures and that financial risk are identified, measured and
managed in accordance with Company policies and Company risk objective.

The management reviews and agrees policies for managing each of these risks which are summarized as
below:

a) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a
change in the price of a financial instrument. The value of a financial instrument may change as a result of
changes in the interest rates, foreign currency exchange rates, equity prices and other market changes
that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive
financial instruments including investments and deposits, foreign currency receivables, payables and
loans and borrowings. The objective of market risk management is to avoid excessive exposure in our
foreign currency revenues and costs.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in
foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense
is denominated in foreign currency).

(ii) Interest risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Company''s financial liabilities comprises mainly of interest¬
bearing OD with Bank, these are exposed to risk of fluctuation in market interest rate which change for
any market fluctuation.

b) Credit risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables) and from its financing activities, including deposits with banks and other financial
instruments. The maximum exposure to credit risk is equal to the carrying value of the financial assets.
The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company
assesses the credit quality of the counterparties, taking into account their financial position, past
experience and other factor:

(i) Trade receivables

Customer credit risk is managed by the Company through its established policies and procedures which
involve setting up credit limits based on credit profiling of individual customers, credit approvals for
enhancement of limits and regular monitoring of important developments viz. payment history, change in
credit limits, regulatory changes, industry outlook etc. Outstanding receivables are regularly monitored
and an impairment analysis is performed at each reporting date on an individual basis for each major
customer. In accordance with Ind AS 109, the Company uses expected credit loss model to assess the
impairment loss or reversal thereof. Concentration of credit risk with respect to trade receivables are
limited, due to Company''s customer base being large and diverse. All trade receivables are reviewed and
assessed for default on monthly basis.

(ii) Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s finance
department in accordance with the Company''s policy. Investments of surplus funds are made in bank
deposits, debentures and loans to corporates. The limits are set to minimize the concentration of risks
and therefore mitigate financial loss through counter party''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,
2025 and March 31, 2024 is the carrying amounts which are given below. Trade Receivables and other
financial assets are written off when there is no reasonable expectation of recovery, such as debtor failing
to engage in the repayment plan with the Company.

(c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on
time or at reasonable price. The Company''s objective is to at all times maintain optimum levels of liquidity
to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and
deploys a robust cash management system. It maintains adequate source of financing through the use of
short-term bank deposits and short term investments. Processes and policies related to such risks are
overseen by senior management. Management monitors the Company''s liquidity position through rolling
forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with
respect to its debt and concluded it to be very low.

The Company''s objective in managing its capital is to safeguard its ability to continue as a going concern and
to optimise returns to our shareholders The Company considers the following components of its Balance
Sheet to be managed capital:

1) Share Capital and

2) Other Reserves comprising of General Reserve and Retained Earnings.

The Company''s capital structure is based on the Management''s assessment of the balances of key elements
to ensure strategic decisions and day to day activities.

The Company has not distributed any dividend to its shareholders The Company monitors gearing ratio i.e.
total debt in proportion to its overall financing structure, i.e. equity and debt. The capital structure of the
Company is managed with a view of the overall macro-economic conditions and the risk characteristics of the
underlying assets. The Company''s policy is to maintain a strong capital structure with a focus to mitigate all
existing and potential risks to the Company, maintain shareholder, vendor and market confidence and
sustain continuous growth and development of the Company. The Company''s focus is on keeping a strong
total equity base to ensure independence, security, as well as high financial flexibility without impacting the
risk profile of the Company. In order, to maintain or adjust the capital structure, the Company will take
appropriate steps as may be necessary.

No changes were made in the objectives, policies or processes for managing capital during the years ended
March 31, 2025 and March 31, 2024.

51. Other Statutory Information:

(a) The company has not been declared a wilful Defaulters by any bank or financial institution or
consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.

(b) There are no proceedings initiated or pending against the company for holding any benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(c) The company has not traded or invested in Crypto currency or Virtual Currency during the reporting
periods.

(d) The company has neither advanced, loaned or invested funds nor received any fund to/from any
person or entity for lending or investing or providing guarantee to/on behalf of the ultimate
beneficiary during the reporting periods.

(e) There is no immovable property whose title deed is not held in the name of the company.

(f) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond
the statutory period.

(g) The Company has complied with the number of layers prescribed under Companies Act, 2013.

(h) The Company do not have any transactions with companies struck off.

(i) As per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, a company using accounting
software for maintaining its books of account shall use only such accounting software which has a
feature of recording audit trail of each and every transaction, that creates an edit log for each change
made in the books of account along with the date when such changes were made and ensuring that
such audit trail cannot be disabled.

The company have laid down appropriate policies to govern their Information Technology (IT)
environment, including the aspects of audit trails and have established controls in respect of user
access and database administration. Further, in respect of usage of cloud - based accounting
software, where applicable, appropriate contractual restrictions are in place regulating access
management at both application and database levels. Consequently, the company have ensured
compliance with aforesaid requirements in respect of audit trails with the exception of the feature of
recording audit trail (edit log) facility has not been enabled at the database level to log any direct
data changes for the accounting softwares used for maintaining the payroll and Inventory. However,
there is appropriate contractual restriction regulating access management at database level and
documenting the same.

52. The figures of previous year have been reclassified and regrouped wherever considered necessary.

The accompanying notes 1 to 52 are an integral part of the Financial Statements.

For and on behalf of the Board

For R. RAMPURIA & COMPANY

Chartered Accountants

Firm Registration No. 325211E

Avijit Maity Niraj Sinha

Managing Director & CFO Director

DIN:10456050 DIN: 06979287

CA Rajendra Rampuria

Partner

Membership No.108771

Place: Kolkata Tanya bansal

Date: The 30^th day of May, 2025 Company Secretary

---

Mar 31, 2024

Provisions

Provisions are recognised when, as a result of a past event, the Company has a legal or constructive obligation; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. The amount so recognised is a best estimate of the consideration required to settle the obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. In an event when the time value of money is material, the provision is carried at the present value of the cash flows estimated to settle the obligation.

Contingent Liability

Liabilities which are contingent in nature are not provided for in the accounts and the same are separately disclosed by way of notes to accounts.

Earnings per Share

Earnings per share are 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. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to the equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Company as a Lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Where the Company is a lessor under an operating lease, the asset is capitalised within property, plant and equipment or investment property and depreciated over its useful economic life. Payments received under operating leases are recognised in the Statement of Profit and Loss on a straight line basis over the term of the lease.

Claims

Claims against the Company not acknowledged as debts are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.

Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Financial Officer.

Segments are organised based on businesses which have similar economic characteristics as well as exhibit similarities in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods.

Segment revenue arising from third party customers is reported on the same basis as revenue in the financial statements. Inter-segment revenue is reported on the basis of transactions which are primarily market led. Segment results represent profits before finance charges, unallocated corporate expenses and taxes.

"Unallocated Corporate Expenses" include revenue and expenses that relate to initiatives/costs attributable to the enterprise as a whole.

Prior Period Adjustments

Adjustment of identifiable items of income and expenditure pertaining to prior period if any are accounted for as prior periods adjustments.

3. Use of estimates and judgements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end.

Key sources of estimation uncertainty

1. Useful lives of property, plant and equipment and intangible assets:

As described in the material accounting policies, the Company reviews the estimated useful lives of property, plant and equipment and intangible assets at the end of each reporting period.

2. Fair value measurements and valuation processes:

Some of the Company''s assets and liabilities are measured at fair value for financial reporting purposes. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available.

3. Actuarial Valuation:

The determination of Company''s liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognised in the Statement of Profit and Loss and in other comprehensive income.

4. Claims, Provisions and Contingent Liabilities:

The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on management''s assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.

39. A Civil suit was filed since 1999 by one of the creditors against the company for recovery of Rs. 200 lakhs along with interest before the Hon''ble High Court, Kolkata. The Hon''ble High Court at Calcutta vide its order dated 19.12.2022 has dismissed the said Suit for default of non-appearance. The Company had recognised the financial Impact by derecognizing the liability and crediting the profit & loss a/c under the head exceptional items of the same in December 2023 quarter.

40. In 2015 a group of minority shareholders had filed a suit against the company in the court of Learned Fourth Civil Judge (Junior Division) at Sealdah, West Bengal challenging the Postal Ballot notice issued on November 14, 2014 for e-voting thereon to obtain post facto approval of shareholders under Sections 180(1)(a) and 188(1)(b) by way of Postal Ballot for Deeds of Conveyance in respect of the portion of said Land executed in favour of its two Wholly owned subsidiaries and one nominee. The Hon''ble 4th Civil Judge by its order dated 5th January 2015 granted an ex-parte ad interim relief to the complainants and restrained the company and others from giving effect to the resolutions dated 14^th November 2014. The company filed its reply to the Title Suit 4 of 2015 and prayed for vacation of the ad interim relief. The said ad interim relief has been vacated by the order of the 2^nd Civil Judge (Junior Division), at Barrackpur, west Bengal dated 16^th March 2023 where mater was transferred.

The same group of Complainant filed yet another Title Suit no. 1048 of 2015 before the Ld. Civil Judge (Snr Division) 1st Court at Barasat, seeking the following further reliefs:

(a) Decree for Declaration that the alleged registered deed of conveyances dated 24th September 2014 is null, void and non est, etc.

(b) Decree for Declaration that no right, title or interest in the suit property has been transferred in favour of NTCIL Real Estate Private Limited (WOS of the company).

(c) Decree for Perpetual injunction restraining the company and others from giving any further effect to the deed of conveyance dated 24^th September 2014.

(d) Decree for Perpetual injunction restraining NTCIL Real Estate Private Limited from transferring, alienating, encumbering and/or parting with possession of the suit property.

(e) Perpetual injunction restraining the company and others from given any effect / further effect to the resolution no. 1 contained in Notice dated 14th November 2014.

The Learned Civil Judge (Sr. Division) 1st Court, Barasat by its ex-parte order dated 21st August 2015 the company and NCTIL Real Estate Private Limited to maintain status quo in respect of suit property. The Company has filed its reply to the said TS no. 1048 of 2015.

Since the conveyance of said Land was done in compliance of High Court order dated April 19, 2006, company reasonably beliefs that there is no violation of statute and the matter is at present sub-judice in the court.

41. Contingent liabilities & Guarantee given:

Claims against the Company not acknowledged as debts ^ 3267.63 lakhs including interest on claims. These comprise:

• In the Year 2018-19, in the matter of SCN no C. No. V-SEIZURE (15) 90CE/CAL/-II/ADJN/97/131-143 Dated 21.04.1997 an assessment order-in-original no. 55/COMMR/CGST &CX KOL/NORTH/2018-19 dated 15.03.2019 was passed by the Commissioner of CGST & CX partially confirming the duty demand of ^ 3131.82 lakhs and penalty of ^ 135.81 lakhs. The Company has filed appeal before CESTAT, Kolkata and the same is still pending.

45. Fair Values of Financial Assets and Financial Liabilities

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

1. The Company except other investment, which has been measured at fair Value through other comprehensive income, has disclosed financial instruments such as loans, trade receivables, cash and cash equivalents, other bank balances, trade payables, other financial assets and liabilities at carrying value because their carrying amounts are a reasonable approximation of the fair values due to their short-term nature.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter party. Based on this evaluation, allowances are taken to the account for the expected losses of these receivables.

46. Fair Value Hierarchy:

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

• Level 1 - The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period. These instruments are included in level 1.

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

• Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for other investments, loans receivables and lease receivables included in level 3.

Valuation Processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) including board of directors. Discussions of valuation processes and results are held between the CFO and the valuation team every month. The Company takes the help of independent valuers for valuation purposes.

Fair Valuation Technique

The carrying amounts of trade receivables, trade payables, creditors towards capital goods, cash and cash equivalents, other investment and other bank balances are considered to be the same as their fair values, due to their short-term nature

The fair values financial assets and liabilities consisting of loans receivable, lease receivable, lease liabilities, security deposits receivable and security deposit payable were calculated based on cash flows discounted using estimated borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

The Company''s principal financial liabilities comprises of borrowings, lease liabilities, deposits from dealers, trade and other payables. The main purpose of these financial liabilities is to finance the Company operations. Further, the Company has financial risk / exposure of financial guarantees given to the banks towards security against the loans taken by its subsidiaries, however, considering that there is

no expected credit losses, there is no financial liability as at the year end on this account. The Company''s principal financial assets include investments, loans, trade and other receivables, cash and cash equivalents and other bank balances that are derived directly from its operations.

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk.

The Company''s senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance framework for the Company are accountable to the Board of Directors and Audit Committee. This process provides assurance to Company''s senior management that the Company''s financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective.

The management reviews and agrees policies for managing each of these risks which are summarized as below:

a) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency).

(ii) Interest risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Company''s financial liabilities comprises mainly of interestbearing deposits with dealers, however, these are not exposed to risk of fluctuation in market interest rate as the rates are fixed at the time of contract/agreement and do not change for any market fluctuation.

b) Credit risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factor:

(i) Trade receivables

Customer credit risk is managed by the Company through its established policies and procedures which involve setting up credit limits based on credit profiling of individual customers, credit approvals for enhancement of limits and regular monitoring of important developments viz. payment history, change in credit limits, regulatory changes, industry outlook etc. Outstanding receivables are regularly monitored and an impairment analysis is performed at each reporting date on an individual basis for each major customer. In accordance with Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or reversal thereof. Concentration of credit risk with respect to trade receivables are limited, due to Company''s customer base being large and diverse. All trade receivables are reviewed and assessed for default on monthly basis.

(ii) Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s finance department in accordance with the Company''s policy. Investments of surplus funds are made in bank deposits, debentures. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31, 2024 and March 31, 2023 is the carrying amounts which are given below. Trade Receivables and other financial assets are written off when there is no reasonable expectation of recovery, such as debtor failing to engage in the repayment plan with the Company.

(c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company''s objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short-term bank deposits and short term investments. Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be very low.

The table below summarises the maturity profile of the Company''s financial liabilities based on

The Company''s objective in managing its capital is to safeguard its ability to continue as a going concern and to optimise returns to our shareholders The Company considers the following components of its Balance Sheet to be managed capital:

1) Share Capital and

2) Other Reserves comprising of General Reserve and Retained Earnings.

The Company''s capital structure is based on the Management''s assessment of the balances of key elements to ensure strategic decisions and day to day activities.

The Company has not distributed any dividend to its shareholders The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. The capital structure of the Company is managed with a view of the overall macro-economic conditions and the risk characteristics of the underlying assets. The Company''s policy is to maintain a strong capital structure with a focus to mitigate all existing and potential risks to the Company, maintain shareholder, vendor and market confidence and sustain continuous growth and development of the Company. The Company''s focus is on keeping a strong total equity base to ensure independence, security, as well as high financial flexibility without impacting the risk profile of the Company. In order, to maintain or adjust the capital structure, the Company will take appropriate steps as may be necessary.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2024 and March 31, 2023.

49. Other Statutory Information:

(a) The company has not been declared a wilful Defaulters by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.

(b) There are no proceedings initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(c) The company has not traded or invested in Crypto currency or Virtual Currency during the reporting periods.

(d) The company has neither advanced, loaned or invested funds nor received any fund to/from any person or entity for lending or investing or providing guarantee to/on behalf of the ultimate beneficiary during the reporting periods.

(e) There is no immovable property whose title deed is not held in the name of the company.

(f) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(g) The Company has complied with the number of layers prescribed under Companies Act, 2013.

(h) The Company do not have any transactions with companies struck off.

(i) As per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, a company using accounting software for maintaining its books of account shall use only such accounting software which has a feature of recording audit trail of each and every transaction, that creates an edit log for each change made in the books of account along with the date when such changes were made and ensuring that such audit trail cannot be disabled.

The company have laid down appropriate policies to govern their Information Technology (IT) environment, including the aspects of audit trails and have established controls in respect of user access and database administration. Further, in respect of usage of cloud - based accounting software, where applicable, appropriate contractual restrictions are in place regulating access management at both application and database levels. Consequently, the company have ensured compliance with aforesaid requirements in respect of audit trails with the exception of the feature of recording audit trail (edit log) facility has not been enabled at the database level to log any direct data changes for the accounting softwares used for maintaining the payroll and Inventory. However, there is appropriate contractual restriction regulating access management at database level and documenting the same.

50. The figures of previous year have been reclassified and regrouped wherever considered necessary.

The accompanying notes 1 to 50 are an integral part of the Financial Statements

For and on behalf of the Board

For R. RAMPURIA & COMPANY

Chartered Accountants

Firm Registration No. 325211E

Avijit Maity Binod Kumar Anchalia

Managing Director Director

DIN:10456050 DIN:10480259

CA Rajendra Rampuria

Partner

Membership No.108771

Place: Kolkata Prem Chand Khator Anushree Chowdhury

Date: The 30^th day of May, 2024 Chief Financial Officer Company Secretary

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Mar 31, 2018

1 In the opinion of the Board the current assets, loans and advances are not less than the stated value if realised in ordinary course of business. The provisions for all known liabilities are adequate. There are no contingent liabilities except stated, as informed by the management.

2 The Business of the company falls under a single segment i.e. Manufacturing of Cigarette and Smoking Mixture. In view of the general classification notified by Central Government in exercise of powers conferred u/s 129 of Companies Act, 2013 for companies operating in single segment, the disclosure requirement as per Indian Accounting Standard - 108 on “Operating Segment” are not applicable to the company. The company’s business is mainly concentrated in similar geographical, political and economical conditions; hence disclosure for geographical segment is also not required.

3 Post Employment Benefits

In accordance with the Payment of Gratuity Act, 1972 of India, the Company provides for gratuity, a defined retirement benefit plan (the ‘Gratuity Plan’) covering eligible employees. Liabilities with regard to such Gratuity Plan are determined by actuarial valuation and are charged to revenue in the period determined.

The following tables sets out the status of the benefit plan as per actuarial valuation as on March 31, 2018 and as recognised in the financial statements in respect of employee benefit schemes:

4 In terms of confirmation of sale of assets of New Tobacco Co. Ltd. (In Liquidation) in favour of the Company vide order dated 19^th April, 2006 of Calcutta High Court. Conveyance deed of Siliguri Property is yet to be executed for transfer of title in favour of the Company.

5 A suit has been filed against the company in the year 1999 for recovery of ‘ 20,000,000/- along with interest which is still pending before the Hon’ble High Court, Kolkata. The company disputes the claim of the party and as the matter is sub-judice no provision for interest has been made.

6 In view of the amendment made in the Union Budget 2003 with retrospective effect, the Company is liable to refund excise duty amounting to Rs. 49,238,160/- received/ receivable in terms of notification no.32/99 dated 8^th July, 1999 issued by the Central Government, on account of Badarpur unit in Assam. The Company had challenged the amendment in Hon’ble High Court at Guwahati and subsequently the matter was transferred to Hon’ble Supreme Court of India. The Hon’ble Supreme Court vide its order dated 19^th September, 2005 has confirmed such retrospective amendment made by the Central Government through its Budget Notification. However, the company was of the view that the amendment was not applicable to it and a clarification / modification petition to that effect was filed and admitted by the Hon’ble Supreme Court. On 31^st October, 2007, the Central Excise Department had passed a fresh adjudication order confirming the demand and in 2008 the company has appealed before the Appellate Tribunal which was brought to the notice of the Hon’ble Supreme Court. The Hon’ble Supreme Court disposed off the petition on 25^th March, 2008 with a direction that appeal shall be decided by appellate authority on merits and in accordance with law. The appeal filed before the Tribunal was disposed off without relief. The Company moved to Hon’ble High court at Guwahati but failed to get any relief against the order dated 19.04.2012, the company has again filled the appeal before the Hon’ble Supreme Court of India. The Hon’ble Supreme Court of India vide order dated 07.02.2014 set aside the order of the Hon’ble High court at Guwahati and requested to deal with the questions of law set aside in its previous order. In terms of this the hon’ble High Court at Guwahati vide its order dated 19.11.2014 remanded the matter to CESTAT at Kolkata for consideration of the matter in accordance of law. The said appeal filed before the CESTAT at Kolkata is allowed vide order dated 03.08.2016 and SCN dated 28.08.2001 and dated 10.09.2001 were set aside.

Further to this the company has accounted for during financial year 2000-01 a sum of Rs. 40,493,280/- as excise duty refund receivable (Badarpur) and a sum of ‘ 21,548,160/- towards excise duty payable (Badarpur) in terms of the above mentioned notification. The reversal effect of the same is given in the books of Account during this year and the balancing figure of Rs, 18,945,120/- has been charged to profit & loss account. The same has been shown as exceptional item in the Statement of Profit & Loss account.

7 The company has during the year under review paid total entry tax due along with upto financial year 2016-17 liability of Rs Rs. 4,56,199/- without waiting for the out come of appeal before the Calcutta High court against the entry tax imposed by state government on the import of input from other states for ease of business.

8 In 2015 a group of minority shareholders had filed a suit against the company in the court of Learned Fourth Civil Judge (Junior Division) at Sealdah, West Bengal and Learned third Civil Judge at Barasat, West Bengal. Since the matter is sub judice in the court, any disclosures given at this moment would be prejudicial to the interest of the company and that of the stakeholders.

9. The Company has adopted Indian Accounting Standard (Ind AS), prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules thereunder, with effect from April 01, 2017, with the transition date of April 01, 2016.

10 The figures of previous year have been reclassified and regrouped wherever considered necessary. The accompanying notes 1 to 43 are an integral part of the Financial Statements

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Mar 31, 2016

1. Rights, preferences & restrictions to shares & restrictions on distribution of dividend and repayment of capital

The Company has Issued only data of equity shares, each shareholder a t g*# for one vote per share. Dividend proposed (If any) by frx> Board of Directors, i* subject to the approval of shareholders, except in case of intern dividend. In the event of Liquidation. the shareholders of Ordinary Shares are eligible to receive the remaining assets of the Company after distribution of an the preferential amounts, n proportion to their shareholding.

2. In the opinion of the Board the current assets, loans and advances are not less than the stated value if realized in ordinary course of business. The provisions for all known liabilities are adequate. There are no contingent liabilities except stated, as Informed by the management

3. The Business of the company falls under a single segment i.e. Manufacturing of Cigarette and Smoking Mixture. In view of the general classification notified by Central Government in exercise of powers conferred u/s 129 of Companies Act. 2013 for companies operating in single segment, the disclosure requirement as per Accounting Standard - 17 on "Segment Reporting'' are not applicable to the company, The company''s business Is mainly concentrated In similar geographical, political and economical conditions; hence disclosure for geographical segment is also not required.

4. In terms of confirmation of sale of assets of New Tobacco Co. Ltd. (In Liquidation) In favour of the Company vide order dated 19''" April, 2006 of Calcutta High Court.. Conveyance deed of Siliguri Property is yet to be executed for transfer of title In favour of the Company.

5. A suit has been filed against tho company in the year 1999 for recovery of Rs.20,000,000/- along with interest which is still pending before the Hon''ble High Court, Kolkata. The company disputes the claim of the party and as the matter is sub-judice no provision for interest has been made.

6. In view of the amendment made in the Union Budget 2003 with retrospective effect, the Company is liable to refund excise duty amounting to Rs.49,238,160/- received/ receivable in terms of notification no,32/99 dated 8^r July, 1999 issued by the Central Government, on account of Badarpur unit in Assam and interest thereon amounting to Rs. 13,51,65,973 (PY Rs 12,56,93,128/-) up to 31“ March, 2016. The Company had challenged the amendment in Hon''ble High Court at Guwahati and subsequently the matter was transferred to Hon''ble Supreme Court of India, The Hon''ble Supreme Court vide its order dated 19^,r September, 2005 has confirmed such retrospective amendment made by the Central Government through its Budget Notification. However, the company was of the view that the amendment was not applicable to it and a clarification / modification petition to that effect was filed and admitted by the Hon''ble Supreme Court. On 31October, 2007, the Central Excise Department had passed a fresh adjudication order confirming the demand and the company has appealed before the Appellate Tnbunal which was brought to the notice of the Hon’ble Supreme Court. The Hon''ble Supreme Court disposed off the petition on 25''^h March, 2008 with a direction that appeal shall be decided by appellate authority on merits and in accordance with law. The appeal filed before the Tribunal was disposed of! without relief. The Company moved to Hon''ble High court at Guwahati but failed to get any relief against the order dated 19.04.2012, the company has again filled the appeal before the Hon''ble Supreme Court of India. The Hon''ble Supreme Court of India vide order dated 07.02.2014 set aside the order of the Hon''ble High court at Guwahati and requested to deal with the questions of law set aside in its previous order. In terms of this the Hon''ble I Ugh Court at Guwahati vide its order dated 19.11,2014 remanded the matter to CESTAT at Kolkata for consideration of the matter in accordance of law The said appeal is still pending to be decided. The company is confident to get the full relief as the entire benefit was passed on to the consumer and as such the company does not accept any further liability and no provision is considered necessary based on the expert legal advice. Further to this the company has accounted for during financial year 2000-01 a sum of Rs. 40,493,280/- as excise duty refund receivable (Badarpur) and Rs.21,648,160/- towards excise duty payable (Badarpur) In terms of the above mentioned notification.

7. The company has during the year under review has filed an appeal before the Calcutta High court against the entry tax imposed by state government on the import of input from other states and accordingly not paid the entry tax to the tune of Rs.2,16,626 (P.Y. Rs, 24,757/-) till the date of financial statements. But the same has been provided for in the financial statements,

8. Contingent Liability in previous year includes Assessed VAT of Rs 110.24 lakhs for the Financial Year 2011-12. Company has preferred appeal before the appellate authority against this order. This demand of VAT is due to wrong treatment of the VAT deducted at source by the government contracted from the transferee company at the time of demerger in 2010*11 and wrongly deposited in the name of the company. The said appeal is decided in favour of Company.

9. In the preceding financial year a group of minority shareholders had filed a suit against the company in the court of Learned Fourth Civil Judge (Junior Division) at Sealdah, West Bengal. Since the matter is subjudice In the court, any disclosures given at this moment would be prejudicial to the interest of the company and that of the stakeholders.

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Mar 31, 2015

A. Rights, preferences & restrictions to shares & restrictions on distribution of dividend and repayment of capital

The Company has issued only class of equity shares having p ar v alue of 10/- per share . Each shareholder is eligible for one vote per share. Dividend proposed (if any) by the Board of Directors, is subject to the approval of shareholders, except in case of interim dividend. In the event of Liquidation, the shareholders of Ordinary Shares are elig ible to rec eive th e re maining assets of the Company after distribution of all the preferential amounts, in proportion to their shareholding.

2.1. In the opinion of the Board the current assets, loans and advances are not less than the stated value if realised in ordinary course of business. The provisions for all known liabilities are adequate. There are no contingent liabilities except stated, as informed by the management.

2.2. The Business of the company falls under a single segment i.e. Manufacturing of Cigarette and Smoking Mixture. In view of the general classification notified by Central Government in exercise of powers conferred u/s 129 of Companies Act, 2013 for companies operating in single segment, the disclosure requirement as per Accounting Standard - 17 on "Segment Reporting" are not applicable to the company. The company's business is mainly concentrated in similar geographical, political and economical conditions; hence disclosure for geographical segment is also not required.

* Detail of assets does not include value of part of a building given on lease since its separate value could not be ascertained from whole block.

2.3. Post Employment Benefits

a) Defined Contribution Plans: The Company has recognised an expense of Rs.24,29,349/- (Previous Year Rs. 25,04,661/-) towards the defined contribution plans.

b) Defined Benefit Plans: As per actuarial valuation as on March 31,2015 and recognised in the financial statements in respect of employee benefit schemes:

The Estimates of future salary increases, considered in actuarial valuation takes account 5 of inflation, seniority, promotion and other relevant factors such as supply and demand in employment market.

Discount rate is based upon the market yields available on Government Bonds at the 6 accounting date with a term that matches with that of liabilities

2.4. Related party disclosures:-

In terms of Accounting Standard-18 on "Related Party Disclosures", related party disclosures are as ^^^^^under:

(i) Other related parties with whom the company had transactions:-

Note: - (i) Previous year figures have been given in brackets.

(ii) As the liability of gratuity and compensated absence are provided on actuarial basis for the company as a whole, the amount pertaining to the directors are not ascertainable and therefore not included in the above

(iii) Related party relationships are identified by the company on the basis of available information.

2.5. In terms of confirmation of sale of assets of New Tobacco Co. Ltd. (In Liquidation) in favour of the Company vide order dated 19th April, 2006 of Calcutta High Court, the Joint Special Officers executed the deed and / or deeds of conveyance in respect of all the immovable properties except property at siliguri in favour of Company or its nominee and issued necessary sale certificates for plant & machineries and all assets and properties in favour of the Company. Conveyance deed of Siliguri Property is yet to be executed for transfer of title in favour of the Company.

2.6. During the year under review company has formed four wholly owned subsidiaries. In terms of strategic decision to unlock the land bank of the company some surplus land and buildings were got registered in the name of the two wholly owned subsidiaries. These surplus land and buildings are being used for construction of warehouses and godown to generate rental income.

2.7 A suit has been filed against the company in the year 1999 for recovery of Rs. 20,000,000/- along with interest which is still pending before the Hon'ble High Court, Kolkata. The company disputes the claim of the party and as the matter is sub-judice no provision for interest has been made.

2.8 In view of the amendment made in the Union Budget 2003 with retrospective effect, the Company is liable to refund excise duty amounting to Rs. 49,238,160/- received/ receivable in terms of notification no.32/99 dated 8th July, 1999 issued by the Central Government, on account of Badarpur unit in Assam and interest thereon amounting to Rs. 12,56,93,128 (PY Rs. 11,62,20,283/-) upto 31st March, 2015. The Company had challenged the amendment in Hon'ble High Court at Guwahati and subsequently the matter was transferred to Hon'ble Supreme Court of India. The Hon'ble Supreme Court vide its order dated 19th September, 2005 has confirmed such retrospective amendment made by the Central Government through its Budget Notification. However, the company was of the view that the amendment was not applicable to it and a clarification / modification petition to that effect was filed and admitted by the Hon'ble Supreme Court. On 31st October, 2007, the Central Excise Department had passed a fresh adjudication order confirming the demand and the company has appealed before the Appellate Tribunal which was brought to the notice of the Hon'ble Supreme Court. The Hon'ble Supreme Court disposed off the petition on 25th March, 2008 with a direction that appeal shall be decided by appellate authority on merits and in accordance with law. The appeal filed before the Tribunal was disposed off without relief. The Company moved to Hon'ble High court at Guwahati but failed to get any relief against the order dated 19.04.2012, the company has again filled the appeal before the Hon'ble Supreme Court of India. The Hon'ble Supreme Court of India vide order dated 07.02.2014 set aside the order of the Hon'ble High court at Guwahati and requested to deal with the questions of law set aside in its previous order. In terms of this the hon'ble High Court at Guwahati vide its order dated 19.11.2014 remanded the matter to CESTAT at Kolkata for consideration of the matter in accordance of law. The company is confident to get the full relief as the entire benefit was passed on to the consumer and as such the company does not accept any further liability and no provision is considered necessary based on the expert legal advice. Further to this the company has accounted for during financial year 2000-01 a sum of Rs. 40,493,280/- as excise duty refund receivable (Badarpur) and Rs. 21,548,160/- towards excise duty payable (Badarpur) in terms of the above mentioned notification.

2.9 During the year it is decided to appeal before the Calcutta High court against the entry tax imposed by state government on the import of input from other states and accordingly not paid the entry tax to the tune of Rs. 24,757/- till 31st March 2015.

2.10 During the year under review, company has disposed a portion of surplus and vacant land and building appurtenant thereto with the purpose to unlock idle land bank of the company, for which approval from shareholders was obtained by way of Postal Ballot notice dated 14.11.2014. A group of shareholders have filed a suit against the company and its officers and have obtained an interim injunction which challenges the disposal contending the disposal at a value below the fair market value. The matter is sub-judice and the management states that the disposal is at fair market value and at terms and conditions with an aim to draw future benefit. The management further states that the transaction has not caused any financial loss to either the company or its shareholders and does not foresee any provision to be made for any future liability arising due to the above transaction.

2.11 Contingent Liability includes Assessed VAT of Rs. 110.24 lakhs for the Financial Year 2011-12. Company has preferred appeal before the appellate authority against this order. This demand of VAT is due to wrong treatment of the VAT deducted at source by the government contractee from the transferee company at the time of demerger in 2010-11 and wrongly deposited in the name of the company.

2.12 Contingent liabilities : ( Rs. in Lacs) Particulars As at 31.03.15 As at 31.03.14

a) Claims against the company not acknowledged as debt 144.54 144.54

b) Disputed Liabilities relating to Central Excise Demand 9006.02 8911.29

c) Disputed Liabilities rela ting to VAT 110.24 -

d) Disputed Liabilities relating to Entry Tax 0.25 -

2.13 During the year under review, the company has changed the method of providing depreciation on Fixed Assets from WDV to SLM. Pursuant to such change, Depreciation for current year is short by Rs. 31.73/- lacs. Further depreciation upto 31.03.14 has been charged in excess by Rs. 515.55 lacs.

2.14 During the year under review, Unpaid & Unclaimed Dividend for the financial year 2006-07 was due to be transferred to the credit of Investor Education & Protection Fund (IEPF). However, due to some technical errors the same was delayed and transferred before the signing of financial statements.

2.15 The figures of previous year have been reclassified and regrouped wherever considered necessary.

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Mar 31, 2014

1.1. The Company is in communication with its suppliers to ascertain the applicability of “The Micro, Small and Medium Enterprises Development Act, 2006". As at the date of this balance sheet the company has not received any communications from any of its suppliers regarding the applicability of the Act to them. This has been relied upon by the auditors.

1.2. In the opinion of the Board the current assets, loans and advances are not less than the stated value if realised in ordinary course of business. The provisions for all known liabilities are adequate. There are no contingent liabilities except stated, as informed by the management.

1.3. The Business of the company falls under a single segment i.e. Manufacturing of Cigarette and Smoking Mixture. In view of the general classification notified by Central Government in exercise of powers conferred u/s 211(3C) of Companies Act, 1956 for companies operating in single segment, the disclosure requirement as per Accounting Standard - 17 on “Segment Reporting" are not applicable to the company. The company''s business is mainly concentrated in similar geographical, political and economical conditions; hence disclosure for geographical segment is also not required.

a) Defined Contribution Plans: The Company has recognised an expense of Rs.34, 28,655/- (Previous Year Rs. 26, 81,672/-) towards the defined contribution plans.

b) Defined Benefit Plans: As per actuarial valuation as on March 31, 2014 and recognised in the financial statements in respect of employee benefit schemes:

1.4. Related party disclosures:-

In terms of Accounting Standard-18 on "Related Party Disclosures", related party disclosures are as under:

(i) Other related parties with whom the company had transactions:- (A) Key Management Personnel and their relatives:-

(B) Enterprises over which Key Management Personnel / major shareholders / their relatives have significant influence: -

1.5. The Hon''ble High Court, Kolkata has confirmed sale of assets of New Tobacco Co. Ltd. (In Liquidation) in favour of the Company vide its order dated 19th April, 2006 and directed the Joint Special Officers to execute the deed and / or deeds of conveyance in respect of immovable properties and to issue necessary sale certificates for plant & machineries and all assets and properties in favour of the Company. Conveyance deeds of properties were to be executed for transfer of title in favour of the Company and the same is in the process.

1.6. In view of the amendment made in the Union Budget 2003 with retrospective effect, the Company is liable to refund excise duty amounting to Rs. 49,238,160/- received/ receivable in terms of notification no.32/99 dated 8th July, 1999 issued by the Central Government, on account of Badarpur unit in Assam and interest thereon amounting to Rs 1,16,220,283/- (PY Rs.1,06,747,438/-) upto 31st March, 2014. The Company had challenged the amendment in Hon''ble High Court, Guwahati and subsequently the matter was transferred to Hon''ble Supreme Court of India. The Hon''ble Supreme Court vide its order dated 19th September, 2005 has confirmed such retrospective amendment made by the Central Government through its Budget Notification. However, the company was of the view that the amendment was not applicable to it and a clarification / modification petition to that effect was filed and admitted by the Hon''ble Supreme Court. On 31st October, 2007, the Central Excise Department had passed a fresh adjudication order confirming the demand and the company has appealed before the Appellate Tribunal which was brought to the notice of the Hon''ble Supreme Court. The Hon''ble Supreme Court disposed off the petition on 25th March, 2008 with a direction that appeal shall be decided by appellate authority on merits and in accordance with law. The appeal filed before the Tribunal was disposed off without relief. The Company moved to Hon''ble Guwahati High court and failed to get any relief. The company has again filled the appeal before the Hon''ble Supreme Court of India which set aside the impugned order and remanded the matter to the High Court with a request to deal with the questions of law.The company is confident to get the full relief as the entire benefit was passed on to the consumer and as such the company does not accept any further liability and no provision is considered necessary based on the expert legal advice. Further to this the company has accounted for during financial year 2000-01 a sum of Rs. 40,493,280/- as excise duty refund receivable (Badarpur) and Rs.21,548,160/- towards excise duty payable (Badarpur) in terms of the above mentioned notification.

1.7 A suit has been filed against the company in the year 1999 for recovery of Rs.20,000,000/- along with interest which is still pending before the Hon''ble High Court, Kolkata. The company disputes the claim of the party and as the matter is subjudice no provision for interest has been made.

1.8. Contingent liabilities :

As at 31st March,(Rs. in Lacs)

2014 2013

a) Interest claims against the company not acknowledged as debt 144.54 144.54

b) Disputed Liabilities relating to Central Excise

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Mar 31, 2013

A POST EMPLOYMENT BENEFITS

a) Defined Contribution Plans : The Company has recognised an expense of Rs. 2,681,672/- (Previous year Rs. 3,528,187/-) towards the defined contribution plans.

B RELATED PARTY DISCLOSURES

In terms of Accounting Standard-18 on "Related Party Disclosures", related party disclosures are as under: (i) Other related parties with whom the company had transactions:

The Hon''ble High Court, Calcutta has confirmed sale of assets of New Tobacco Co. Ltd. (In Liquidation) in favour of the Company vide its order dated 19th April, 2006 and directed the Joint Special Officers to execute the deed and/or deeds of conveyance in respect of immovable properties and to issue necessary sale certificates for plant & machineries and all assets and properties in favour of the Company. Conveyance deed of some properties is yet to be executed for transfer of title in favour of the Company.

In view of the amendment made in the Union Budget 2003 with retrospective effect, the Company is liable to refund excise duty amounting to Rs. 49,238,160/- received/receivable in terms of notification no. 32/99 dated 8th July, 1999 issued by the Central Government, on account of Badarpur unit in Assam and interest thereon amounting to Rs. 1,06,747,438/- upto 31st March, 2013. The Company had challenged the amendment in Hon''ble High Court, Guwahati and subsequently the matter was transferred to Hon''ble Supreme Court of India. The Hon''ble Supreme Court vide its order dated 19th September, 2005 has confirmed such retrospective amendment made by the Central Government through its Budget Notification. However, the company was of the view that the amendment was not applicable to it and a clarification/modification petition to that effect was filed and admitted by the Hon''ble Supreme Court. On 31st October, 2007, the Central Excise Department had passed a fresh adjudication order confirming the demand and the company has appealed before the Appellate Tribunal which was brought to the notice of the Hon''ble Supreme Court. The Hon''ble Supreme Court disposed off the petition on 25th March, 2008 with a direction that appeal shall be decided by appellate authority on merits and in accordance with law. The appeal filed before the Tribunal was disposed off without relief. The Company moved to Hon''ble Guwahati High Court and failed to get any relief. Now Company has filled the appeal before the Hon''ble Supreme Court of India. The Company is confident to get the full relief as the entire benefit was passed on to the consumer and as such the company does not accept any further liability and no provision is considered necessary based on the expert legal advice. Further to this the company has accounted for during financial year 2000-01 a sum of Rs. 40,493,280/- as excise duty refund receivable (Badarpur) and Rs. 21,548,160/- towards excise duty payable (Badarpur) in terms of the above mentioned notification.

A suit has been filed against the company in the year 1999 for recovery of Rs. 20,000,000/- along with interest which is still pending before the Hon''ble High Court, Calcutta. The company disputes the claim of the party and as the matter is subjudice no provision for interest has been made.

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Mar 31, 2012

A. The rights, preferences and restrictions attaching to shares and restrictions on distribution of dividend and repayment of capital

The Company has only class of equity shares having a par value of Rs10 per share. Each Shareholder is eligible for one vote. Dividend proposed (if any) by the Board of Directors, is subject to the approval of Shareholders, except in case of interim dividend.

1.1 The Company is in communication with its suppliers to ascertain the applicability of "The Micro, Small and Medium Enterprises Development Act, 2006". As at the date of this balance sheet the Company has not received any communications from any of its suppliers regarding the applicability of the Act to them. This has been relied upon by the auditors.

1.2 In the opinion of the Board the current assets, loans and advances are not less than the stated value if realized in ordinary course of business. The provisions for all known liabilities are adequate. There are no contingent liabilities except stated, as informed by the management.

1.3 The Business of the Company falls under a single segment i.e. Manufacturing of Cigarette and Smoking Mixture. In view of the general classification notified by Central Government in exercise of powers conferred u/s 211 (3C) of Companies Act, 1956 for companies operating in single segment, the disclosure requirement as per Accounting Standard - 17 on "Segment Reporting" are not applicable to the Company. The Company's business is mainly concentrated in similar geographical, political and economical conditions; hence disclosure for geographical segment is also not required.

1.4 Post Employment Benefits

a) Defined Contribution Plans: The Company has recognised an expense of Rs3,528,187/- (Previous Year Rs3,422,544/-) towards the defined contribution plans.

Note: -

i) Previous year figures have been given in brackets.

ii) As the liability of gratuity and compensated absence are provided on actuarial basis for the Company as a whole, the amount pertaining to the directors are not ascertainable and therefore not included in the above

iii) Related party relationships are identified by the Company on the basis of available information.

1.5 The Hon'ble High Court, Kolkata has confirmed sale of assets of New Tobacco Co. Ltd. (In Liquidation) in favour of the Company vide its order dated 19th April 2006 and directed the Joint Special Officers to execute the deed and / or deeds of conveyance in respect of immovable properties and to issue necessary sale certificates for plant & machineries and all assets and properties in favour of the Company. Conveyance deed of some properties is yet to be executed for transfer of title in favour of the Company since connected proceedings are pending before the Hon'ble High Court, Kolkata.

1.6 In view of the amendment made in the Union Budget 2003 with retrospective effect, the Company is liable to refund excise duty amounting to Rs 49,238,160/- received/ receivable in terms of notification no.32/99 dated 8th July 1999 issued by the Central Government, on account of Badarpur unit in Assam and interest thereon amounting to Rs 97,274,593/- upto 31 st March 2012. The Company had challenged the amendment in Hon'ble High Court, Guwahati and subsequently the matter was transferred to Hon'ble

Supreme Court of India. The Hon'ble Supreme Court vide its order dated 19th September 2005 has confirmed such retrospective amendment made by the Central Government through its Budget Notification. However, the Company was of the view that the amendment was not applicable to it and a clarification / modification petition to that effect was filed and admitted by the Hon'ble Supreme Court. On 31st October 2007, the Central Excise Department had passed a fresh adjudication order confirming the demand and the Company has appealed before the Appellate Tribunal which was brought to the notice of the Hon'ble Supreme Court. The Hon'ble Supreme Court disposed off the petition on 25th March 2008 with a direction that appeal shall be decided by appellate authority on merits and in accordance with law. The appeal filed before the Tribunal was disposed off without relief. The Company moved to Hon'ble Guwahati High court and failed to get any relief. Now company has filled the appeal before the Hon'ble Supreme Court of India. The Company is confident to get the full relief as the entire benefit was passed on to the consumer and as such the Company does not accept any further liability and no provision is considered necessary based on the expert legal advice. Further to this the Company has accounted for during financial year 2000-01 a sum of Rs40,493,280/- as excise duty refund receivable (Badarpur) and Rs21,548,160/- towards excise duty payable (Badarpur) in terms of the above mentioned notification.

1.7 A suit has been filed against the Company in the year 1999 for recovery of Rs20,000,000/- along with interest which is still pending before the Hon'ble High Court, Kolkata. The Company disputes the claim of the party and as the matter is subjudice no provision for interest has been made.

1.8 Contingent liabilities: (Amount in Rs) As at As at Particulars 31st March 2012 31st March 2011

a)Claims against the Company not acknowledged as debt 14,453,701 14,453,701

b)Disputed Liabilities relating to Central Excise Demand 872,183,000 862,710,000

1.9 The figures of previous year have been reclassified and regrouped wherever considered necessary.

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Mar 31, 2010

1. Scheme of Arrangement:- The Demerger Committee of the Company at its meeting held on 21.05.2010 adopted the Certified Copy of Order of the Honble High Court, Calcutta sanctioning the scheme of arrangement with M/s. RDB Realty & Infrastructure Limited (RDBRIL). The Certified copy of the order has been filed with the Registrar of the Company on 24.05.2010. In terms of the scheme the entire real estate undertaking of the company including all rights, title and interest stands transferred to and vested in RDBRIL without further act or deed w.e.f the Appointed Date 01.04.2009. Accordingly all assets & liabilities pertaining to the “Real Estate Undertaking” of the Company, as appearing in the books of accounts as on 01-04-2009 stands transferred to RDBRIL.

In Consideration of the Demerger, RDBRIL will issue and allot its shares to the shareholders of RDB Industries Limited in the ratio of one equity share of face value of Rs.10/- each fully paid up for every one equity shares of Rs.10/- each held by the shareholders of RDB Industries Limited.

Before demerger the Real Estate Undertaking of the company was classified as “Real Estate Division” under business segment for the purpose of Segment Reporting as per AS-17.

The initial disclosure about demerger of the Real Estate Undertaking was made to the concerned stock exchanges on the same day as outcome of the meeting of the Demerger Committee of the Company held on 9th June, 2009.

In accordance with the Scheme, with effect from the Appointed Date i.e. 01.04.2009 and upto and including Effective date, the Company shall be deemed to have been carrying on all business and activities relating to Real Estate Undertaking, and shall also stand possessed of the properties so to be vested in RDBRIL , for and on account of and in trust of RDBRIL. All profits or losses accruing to the Real Estate Undertaking shall be treated as the profits of RDBRIL.

Pursuant to the scheme of demerger and in view of para 11 of AS 21, the Consolidated Financial Statements are not prepared, because its control over RDB Realty & Infrastructure Limited, a wholly owned subsidiary company is intended to be temporary as the subsidiary shall cease to be a subsidiary of the Company on issue of shares (pending allotment), in the near future.

2. Related party disclosures:- In terms of Accounting Standard-18 on "Related Party Disclosures" related party disclosures are as under: (i) Enterprises where control exists (A) Subsidiaries:-

S.No. Name of Company

1 Bahubali Tie-Up Private Ltd.*

2 Baron Suppliers Private Ltd.*

3 Bhagwati Builders & Development Pvt. Ltd.*

4 Bhagwati Plasto Works Private Ltd.*

5 Headman Mercantile Private Ltd.*

6 Oswal Manufacturing Co. Private Ltd.*

7 Kasturi Tie-Up Private Ltd.*

8 Triton Commercial Private Ltd.*

9 Rathi Ess En Finance Co. Private Ltd.*

10 Raj Construction Projects Private Ltd.*

11 RD Devcon Pvt. Ltd.*

12 RDB Realty & Infrastructure Ltd.

(B) Partnership Firms:-

S.No Name of Company

1 Bindi Developers*



- Transfer to RDB Realty & Infrastructure Limited on demerger of Real Estate Undertaking w.e.f. 01/04/2009

(ii) Other related parties with whom the company had transactions:- (A) Key Management Personnel & their relatives:-

S.No. Name Designtion /Relationship

1 Sunder Lal Dugar Chairman & Managing Director (CMD)

2 Ravi Prakash Pincha Executive Director

(B) Enterprises over which Key Management Personnel/Major Shareholders/Their Relatives have Significant Influence: -

1 Electrical Manufacturing Co.Ltd.

2 Pyramid Sales Private Ltd.

3 RD Motors Private Ltd.

4 Sri S.L.Dugar Charitable Trust

3. The Honble High Court, Kolkata has confirmed sale of assets of New Tobacco Co. Ltd. (In Liquidation) in favour of the company vide its order dated 19th April, 2006 and directed the Joint Special Officers to execute the deed and/or deeds of conveyance in respect of immovable properties and to issue necessary sale certificates for plant & machineries and all assets and properties in favour of the Company. Conveyance deed of some properties is yet to be executed for transfer of title in favour of the Company since connected proceedings are pending before the Honble High Court, Kolkata.

4. In view of the amendment made in the Union Budget 2003 with retrospective effect, the company is liable to refund excise duty amounting to Rs. 68,183,280/- received/ receivable in terms of notifi -cation no.32/99 dated 8th July, 1999 issued by the Central Government, on account of Badarpur unit in Assam and interest thereon amounting to Rs.40,437,517/- upto 31st March,2006. The company has challenged the amendment in Honble High Court, Guwahati and subsequently the matter is transferred to Honble Supreme Court of India. The Honble Supreme Court vide its order dated 19th September, 2005 has confirmed such retrospective amendment made by the Central Government through its Budget Notification. However, the company is of the view that the amendment is not applicable to it and a clarification/modification petition to that effect was filed and admitted by the Honble Supreme Court. On 31st October, 2007, the Central Excise Department has passed a fresh adjudication order confirming the demand and the Company has appealed before the Appellate Tribunal which was brought to the notice of the Honble Supreme Court. The Honble Supreme Court disposed off the petition on 25th March, 2008 with a direction that appeal shall be decided by appellate authority on merits and in accordance with law. The appeal filed before the Tribunal is still pending. The Company is confident to get the full relief as the entire benefit was passed on to the consumer and as such the company does not accept any further liability and no provision is considered necessary based on the expert legal advice. Further to this the company has accounted for during financial year 2000-01 a sum of Rs. 40,493,280/- as excise duty refund receivable (Badarpur) and Rs.21,548,160/- towards excise duty payable (Badarpur) in terms of the above mentioned notification.

5. A suit has been filed against the company in the year 1999 for recovery of Rs.20,000,000/- along with interest which is still pending before the Honble High Court, Kolkata. The company disputes the claim of the party and as the matter is subjudice no provision for interest has been made.

6. The Company is in communication with its suppliers to ascertain the applicability of “The Micro, Small and Medium Enterprises Development Act, 2006". As on the date of this Balance Sheet the Company has not received any communications from any of its suppliers regarding the applicability of this Act to them.

7. Contingent Liabilities

a) Claims against the company not acknowledged as debts Rs. 14,453,701/- (Previous year Rs.14,453,701/-)

b) Disputed liabilities relating to Central Excise Demands Rs.921,837,000/- (Previous year Rs.913,702,000/-)

8. In the opinion of the Board the Current Assets, Loans and Advances are not less than the stated value if realised in ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary. There is no contingent liability except stated and informed by the Management.

9.Figures for the Previous Year are not comparable due to demerger of "Real Estate Undertaking" of the company with its wholly owned subsidiary company RDB Realty & Infrastructure Limited w.e.f. 01/04/2009 in terms of the scheme of arrangement as approved by the Honble High Court of Calcutta vide its order dated 12/04/2010 filed with the Registrar of Companies on 24/05/2010.

9.The figures of Previous Year have been recast and regrouped wherever considered necessary.