Notes to Accounts of Rossell India Ltd.

Mar 31, 2025

43. SEGMENT INFORMATION

43.1 Post demerger of the Rossell Techsys Division, the Company has now identified only one operating segment viz. Cultivation, Manufacture and Sale of Tea, In terms of paragraph 5 of Ind AS 108, as the Chief Executive Officer, who is Company''s Chief Operating Decision Maker, regularly reviews its operating results. In view of this, Segment Reporting is not applicable to the Company.

43.2 Georaphical Information

The Company is domiciled in India. It sells its tea both in India as well as outside India. Thus, revenue from external customers as recognised (i) attributed to the customers in India and (ii) attributed to all foreign customers based on their location is given below:

45. BUSINESS RESTRUCTURING

45.1 By a Scheme of Amalgamation between BMG Enterprises Limited (Transferor Company) and Rossell India Limited (Transferee Company) approved by the Hon''ble National Company Law Tribunal, Kolkata Bench by an order dated 2nd August, 2024, which became effective and operational on and from 13th August, 2024, the Transferor Company stands amalgamated with the Transferee Company with all its Properties, Assets, Liabilities and Obligations from the Appointed Date viz. 1st July, 2022. Accordingly, as on the Appointed Date, Net Assets of '' 356.17 lakhs have been taken over by the Transferee Company with corresponding increase in Reserves. In terms of the Scheme, 2,47,31,795 Equity Shares of the Transferee Company held by the Transferor Company were cancelled on 21st September, 2024 and the same number of Equity Shares were issued and allotted to the shareholders of the Transferor Company in the same proportion, in which they were holding the Equity shares therein.

45.2 By another Scheme of Arrangement between Rossell India Limited (Demerged Company) and Rossell Techsys Limited (Resulting Company) approved by the Hon''ble National Company Law Tribunal, Kolkata Bench by an order dated 25th April, 2024, which became effective and operational on and from 30th August, 2024, Rossell Techsys Division of the Demerged Company (Demerged Undertaking) got transferred and vest with all its Properties, Assets, Liabilities and Obligations in the Resulting Company from the Appointed Date viz. 1st April, 2023. Thus, Demerged Undertaking is now an integral part of the Resulting Company from 1st April, 2023. Accordingly, as on the Appointed Date, Net Assets of '' 11,901.91 lakhs were transferred to the Resulting Company with corresponding reduction in Reserves. In terms of the said Scheme, the entire Equity Share Capital of the Resulting Company held by the Demerged Company, amounting to '' 1.00 lakh stood cancelled without any further act or deed on and from 25th September, 2024 and treated as Exceptional Item in these accounts.

45.3 In view of the above, the Opening Balance Sheet as on 1st April, 2023 and the Audited Financial Statements of the Company for the year ended 31st March, 2024 have been restated to incorporate the effects of business restructuring and make them comparable with the corresponding amounts in the financial statements for the current year.

46. EMPLOYEE BENEFIT OBLIGATION Defined Contribution Plans

The Company operates defined contribution scheme for payment of pension for certain eligible employees. Under the scheme, contributions are made by the Company, based on current salaries, to the recognized Superannuation Fund maintained by the Company. The Company is also contributing to the Governments administered Provident Funds in respect of all the qualifying employees.

An amount of '' 906.67 lakhs (2024 - '' 839.06 Lakhs) has been charged to the Statement of Profit and Loss on account of defined contribution schemes.

Defined Benefit Plans

The Company also operates defined benefit scheme in respect of gratuity benefit towards its employees. This schemes offer specified benefits to the employees on retirement, death, disability or cessation of employment. The liability arising for the Defined Benefit Scheme is determined in accordance with the advice of independent, professionally qualified actuary, using the Projected Unit Credit (PUC) actuarial method as at year end. The Company makes regular contribution for this Employee Benefit Plan to a recognized Gratuity Fund. This Fund is administered through approved Trust, which operate in accordance with the Trust Deed and Rules.

Method used for sensitivity analysis:

The sensitivity results above determine their individual impact on the Plan''s end of year Defined Benefit Obligation. In reality, the Plan is subject to multiple external experience items which may move the Defined Benefit Obligation in similar or opposite directions, while the Plan''s sensitivity to such changes can vary over time.

D. Risk Management

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

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

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

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

47. Financial risk management objectives

The Company''s business activities expose it to certain financial risks - market risk, liquidity risk and credit risk. In order to minimize those risks, the Company has risk management policies and procedures in place as approved by the Risk Management Committee of the Board of Directors of the Company after due evaluation of key risks facing the business of the Company:

a) Market Risk

The Company''s business of Cultivation, Manufacture and Sale of Tea is primarily agricultural in nature. Moreover, the sale price of Tea is largely determined by the market forces of demand and supply. Thus, adverse weather conditions and uncertain tea market expose it to the risk that the fair value or future cash flows may adversely fluctuate. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to various market risks. Other Market risks are as under:

i. Foreign Currency Risk

The Company undertakes significant transactions denominated in foreign currency with its customers in relation to Exports of Tea. This results in wide exposure to exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and restatement risks arising from recognized assets and liabilities, which are not in the Company''s functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, Euro, British Pound Sterling, etc.

The Company, as Risk Management Policy, hedges its exposure in foreign exchange whenever considered appropriate based on their perception about such market and reviews periodically its exposure therein to ensure that results from fluctuating currency exchange rate are appropriately managed.

The impact of sensitivity analysis (10% appreciation / depreciation of the foreign currency with respect to functional currency) arising on account of above outstanding foreign currency denominated assets and liabilities would be '' 1.58 Lakhs (31st March, 2024- '' 14.81 Lakhs; 1st April, 2023 - '' Nil).

ii. Interest Rate Risk

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

The Company is exposed to interest rate volatilities primarily with respect to its borrowings from banks. Such volatilities primarily arise due to changes in the Lending Rates of Banks, which in turn are linked with Repo Rates as announced by RBI from time to time as well as other economic parameters of the Country. The Company manages such risk by operating with Banks having strong fundaments with comparatively lower Lending Rates in the Market.

Interest rate sensitivity

Since the significant amount of borrowings of the Company are short term or medium term in nature, the possible volatility in the interest rate is minimal.

b) Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty, including seasonality, in meeting its obligations due to shortage of liquid assets.

The Company mitigates its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle, ensuring optimal movements of its inventories and avoid blockage of working capital in non-productive current assets.

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

The Company has its policy to limit its exposure to credit risk arising from outstanding receivables. Management regularly assesses the credit quality of its customers'' based on which, the terms of payment are decided. Credit limits are set for each customer, which are reviewed at periodic intervals. The credit risk of the Company is low as the Company sells a significant volume of its Teas through the auction system which is on cash and carry basis. The exports are made mostly to worldwide reputed Corporates like Taylors of Harrogate, Ahmad Tea FZ - LLC, Ahmed Mohamed Saleh Baeshen & Co., Thompson Lloyd & Ewart Ltd. etc., and otherwise backed by letter of credit or on advance basis.

Fair value hierarchy

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

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

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

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

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

There were no transfers between Level 1, Level 2 and Level 3 during the year.

The following table presents the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis.

50. Quarterly returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.

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

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

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

54. The Company has not traded or invested in Crypto currency or Virtual Currency during the Financial Year.

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

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

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

57. The Company does not have any Core Investment Company (CIC) as part of the group in India.

60. Previous Years'' figures have been regrouped / rearranged wherever considered appropriate to make them comparable with this year.

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Mar 31, 2024

3.14 Provisions and Contingent Liabilities

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking in to account the risks and uncertainties surrounding the obligation.

Contingent liabilities are possible obligations whose existence will only be confirmed by future events not wholly within the control of the Company or present obligations where it is not probable that an outflow of resources will be required or the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.

3.15 Operating Segments

In terms of Ind AS 108, Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) viz. the Chief Executive Officer (Executive Chairman) of the Company. The Chief Operating Decision Maker is responsible for allocating resources and assessing performance of the operating segments, which are engaged in separate business activities from which it earns revenue and incur expenses. For each of the segments discreet Financial Results are available.

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

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

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

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

The Company''s business activities expose it to certain financial risks - market risk, liquidity risk and credit risk. In order to minimize those risks, the Company has risk management policies and procedures in place as approved by the Risk Management Committee of the Board of Directors of the Company after due evaluation of key risks facing the business of the Company:

a) Market Risk

The Company''s business of Cultivation, Manufacture and Sale of Tea is primarily agricultural in nature and subject to vagaries of nature. Moreover, the sale price of Tea is largely determined by the market forces of demand and supply. Thus, adverse weather conditions and uncertain tea market expose it to the risk that the fair value or future cash flows may adversely fluctuate. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to various market risks. Other Market risks are as under:

i. Foreign Currency Risk

The Company undertakes significant transactions denominated in foreign currency with its customers in relation to Exports by Rossell Tea Division and 100% EOU of Rossell Techsys Division. This results in wide exposure to exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognized assets and liabilities, which are not in the Company''s functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, Euro, British Pound Sterling etc.

The Company, as Risk Management Policy, hedges its exposure in foreign exchange whenever considered appropriate based on their perception about such market and reviews periodically its exposure therein to ensure that results from fluctuating currency exchange rate are appropriately managed.

ii. Interest Rate Risk

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

The Company is exposed to interest rate volatilities primarily with respect to its borrowings from Banks. Such volatilities primarily arise due to changes in the Lending rates of Banks, which in turn are linked with Repo Rates as announced by RBI from time to time as well as other economic parameters of the Country. The Company manages such risk by operating with Banks having strong fundaments with comparatively lower Lending Rates in the Market.

Interest rate sensitivity

Since the significant amount of borrowings of the Company are short term in nature, the possible volatility in the interest rate is minimal.

b) Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty, including seasonality, in meeting its obligations due to shortage of liquid assets.

The Company mitigates its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle, ensuring optimal movements of its inventories and avoid blockage of working capital in non-productive current assets.

The remaining contractual maturities of significant financial liabilities payable within one year (other than borrowings from the Banks) as at 31st March, 2024 and 31st March, 2023 are as under:

c) Credit Risk

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

The Company has its policy to limit its exposure to credit risk arising from outstanding receivables. Management regularly assesses the credit quality of its customer''s based on which, the terms of payment are decided. Credit limits are set for each customer, which are reviewed at periodic intervals. The credit risk of the Company is low as the Company sells a significant volume of its Teas through the auction system which is on cash and carry basis. The exports are made mostly to worldwide reputed Corporates like Boeing, Lockheed Martin, Taylors of Harrogate etc., and otherwise backed by letter of credit or on advance basis.

In terms of our Report of even date

For Khandelwal Ray & Co., H. M. Gupta Rahul Bhatnagar

Chartered Accountants Executive Chairman Director

Registration No. 302035E DIN: 00065973 DIN: 07268064

Place: Delhi Place: Noida, UP

Pinaki Sarkar N. K. Khurana D. M. Parikh

Partner Director (Finance) and Vice President (Finance)

Membership No.051449 Company Secretary PAN: AAFPP7379G

M. No.: FCS 2173 Place: Delhi

Place: Kolkata Place: Kolkata

Date: 29th May, 2024 Date: 29th May, 2024

51. Business Restructuring

The Board of Directors at their Meeting held on 12th July, 2022 approved the Scheme of Amalgamation between BMG Enterprises Limited ("the Transferor Company") and Rossell India Limited ("the Transferee Company'') and their respective shareholders under the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (''the Scheme''). The Appointed Date set out in the Scheme is 1st July, 2022 or such other date as the Hon''ble National Company Law Tribunal ("NCLT") may approve. After receiving the No Objection / Observation Letters for the Scheme from the Stock Exchanges as well as the approval from the Shareholders and Creditors, the petition for approval of the Scheme is pending final disposal before NCLT. The Company has not incurred any expenses for this Scheme as all the expenses in this regard are being borne by the Transferor Company, in terms of the said Scheme.

The Board of Directors of the Company at their Meeting held on 16th December, 2022 approved the Scheme of Arrangement between Rossell India Limited ("the Demerged Company'') and Rossell Techsys Limited ("the Resulting Company'') and their respective shareholders under the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 involving demerger of Rossell Techsys Division from the Demerged Company into the Resulting Company. The Appointed Date set out in the Scheme is 1st April, 2023 or such other date as the Hon''ble National Company Law Tribunal ("NCLT") may approve. After receiving the No Objection / Observation Letters for the Scheme from the Stock Exchanges as well as the approval from the Shareholders and Creditors, the petition for approval of the Schemes was moved before NCLT, who has already pronounced their final order recently. However, the same is still not being effective pending receipt of Certified Copy from NCLT and filing thereof with the concerned Registrar of Companies.

52. Preferential Allotment of Shares

52.1 The Board of Directors by adopting a Resolution by Circulation on 27th June, 2022 allotted 10,00,000 0.01% Compulsorily Convertible Preference Shares (CCPS) (Instruments entirely Equity in nature) of '' 10 each at an issue price of '' 156 per CCPS including Securities Premium of '' 146 per CCPS aggregating to '' 1,560 Lakhs on preferential basis (for cash consideration) after obtaining the required regulatory approvals to BMG Enterprises Ltd., the Holding Company. (Allottee)

52.2 Subsequently, the Board of Directors at its Meeting held on 16th December, 2022 approved the conversion of aforesaid CCPS of '' 10 each into 10,00,000 Equity Shares of '' 2 each pursuant to the option exercised by the Allottee as per the Terms of the Preferential Issue. The difference in face value of '' 8 per Share aggregating to '' 80 Lakhs was treated as further Securities Premium received on such issue and allotment of Equity Shares.

52.3 The funds raised from the issue and allotment of the said CCPS have been fully utilised for meeting long term fund requirements and other general corporate purposes of the Company.

53. Quarterly returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.

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Mar 31, 2023

3.14 Provisions and Contingent Liabilities

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking in to account the risks and uncertainties surrounding the obligation.

Contingent liabilities are possible obligations whose existence will only be confirmed by future events not wholly within the control of the Company or present obligations where it is not probable that an outflow of resources will be required or the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.

3.15 Operating Segments

In terms of Ind AS 108, Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) viz. the Chief Executive officer (Executive Chairman) of the Company. The Chief Operating Decision Maker is responsible for allocating resources and assessing performance of the operating segments, which are engaged in separate business activities from which it earns revenue and incur expenses. For each of the segments discreet Financial Results are available.

In terms of our Report of even date

For Khandelwal Ray & Co., H. M. Gupta Rahul Bhatnagar

Chartered Accountants Executive Chairman Director

Registration No. 302035E DIN: 00065973 DIN: 07268064

Place: Delhi Place: Noida, UP

Pinaki Sarkar N. K. Khurana

Partner Director (Finance) and

Membership No.051449 Company Secretary

M. No.: FCS 2173

Place: Kolkata Place: Kolkata

Date: 27th May, 2023 Date: 27th May, 2023

The Company''s business of Cultivation, Manufacture and Sale of Tea is primarily agricultural in nature. Moreover, the sale price of Tea is largely determined by the market forces of demand and supply. Thus, adverse weather conditions and uncertain tea market expose it to the risk that the fair value or future cash flows may adversely fluctuate. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to various market risks. Other Market risks are as under:

i. Foreign Currency Risk

The Company undertakes significant transactions denominated in foreign currency with its customers in relation to Exports by Rossell Tea Division and 100% EOU of Rossell Techsys Division. This results in wide exposure to exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognized assets and liabilities, which are not in the Company''s functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, Euro and British Pound Sterling etc.

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

The Company is exposed to interest rate volatilities primarily with respect to its borrowings from banks. Such volatilities primarily arise due to changes in the Lending rates of Banks, which in turn are linked with Repo Rates as announced by RBI from time to time as well as other economic parameters of the Country. The Company manages such risk by operating with Banks having strong fundaments with comparatively lower Lending Rates in the Market.

Interest rate sensitivity

Since the significant amount of borrowings of the Company are short term in nature, the possible volatility in the interest rate is minimal.

b) Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty, including seasonality, in meeting its obligations due to shortage of liquid assets.

The Company mitigates its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle, ensuring optimal movements of its inventories and avoid blockage of working capital in non-productive current assets.

Fair value hierarchy

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

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

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

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

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

The Board of Directors of the Company at their Meeting held on 12th July, 2022 approved the Scheme of Amalgamation between BMG Enterprises Limited ("the Transferor Company") and Rossell India Limited ("the Transferee Company'') and their respective shareholders under the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (''the Scheme''). The Appointed Date set out in the Scheme is 1st July, 2022 or such other date as the Hon''ble National Company Law Tribunal ("NCLT") or any other competent authority may approve. The Stock Exchanges have recently issued their No Objection/ Observation Letters for this Scheme and the required application to NCLT is in the process of being filed. The Scheme shall be effective post receipt of necessary approvals by shareholders and creditors of the Companies, NCLT and such other statutory and regulatory approvals as may be required.

The Board of Directors of the Company at their Meeting held on 16th December, 2022 approved the Scheme of Arrangement between Rossell India Limited ("the Demerged Company'') and Rossell Techsys Limited ("the Resulting Company'') and their respective shareholders under the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 involving demerger of Rossell Techsys Division from the Demerged Company into the Resulting Company and cancellation and reduction of existing share capital of Resulting Company. The Appointed Date set out in the Scheme is 1st April, 2023 or such other date as the Hon''ble National Company Law Tribunal ("NCLT") or any other competent authority may approve. The Stock Exchanges have recently issued their No Objection/ Observation Letters for this Scheme and the required application to NCLT is in the process of being filed. The Scheme shall be effective post receipt of necessary approvals by shareholders and creditors of the Companies, NCLT and such other statutory and regulatory approvals as may be required.

52.1 The Board of Directors by adopting a Resolution by Circulation on 27th June, 2022 allotted 10,00,000 0.01% Compulsorily Convertible Preference Shares (CCPS) (Instruments entirely Equity in nature) of '' 10 each at an issue price of '' 156 per CCPS including Securities Premium of '' 146 per CCPS aggregating to '' 1,560 Lakhs on preferential basis (for cash consideration) after obtaining the required regulatory approvals to BMG Enterprises Ltd., the Holding Company. (Allottee)

52.2 Subsequently, the Board of Directors at its Meeting held on 16th December, 2022 approved the conversion of aforesaid CCPS of Rs.10 each into 10,00,000 Equity Shares of '' 2 each pursuant to the option exercised by the Allottee as per the Terms of the Preferential Issue. The difference in face value of '' 8 per Share aggregating to '' 80 Lakhs was treated as further Securities Premium received on such issue and allotment of Equity Shares

52.3 The funds raised from the issue and allotment of the said CCPS have been fully utilised for meeting long term fund requirements and other general corporate purposes of the Company.

53. Quarterly returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.

In terms of our Report of even date

For Khandelwal Ray & Co., H. M. Gupta Rahul Bhatnagar

Chartered Accountants Executive Chairman Director

Registration No. 302035E DIN: 00065973 DIN: 07268064

Place: Delhi Place: Noida, UP

Pinaki Sarkar N. K. Khurana

Partner Director (Finance) and

Membership No.051449 Company Secretary

M. No.: FCS 2173

Place: Kolkata Place: Kolkata

Date: 27th May, 2023 Date: 27th May, 2023

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Mar 31, 2022

41.	CONTINGENT LIABILITIES AND COMMITMENTS''
(i)	Estimated amount of Contingent Liabilities not provided for
a.	Claims against the Company not acknowledged as Debts	51.62	51.62
b.	Bank Guarantees outstanding	65.61	67.22
(ii)	Commitments
	Estimated amount of contracts to be executed on Capital Account and not provided for (net of Advances)	205.99	104.13

D. Risk Management

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

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

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

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

The Company''s business activities expose it to certain financial risks - market risk, liquidity risk and credit risk. In order to minimize those risks, the Company has risk management policies and procedures in place as approved by the Audit Committee of the Board of Directors of the Company after due evaluation of key risks facing the business of the Company:

a) Market Risk

The Company''s business of Cultivation, Manufacture and Sale of Tea is primarily agricultural in nature. Moreover, the sale price of Tea is largely determined by the market forces of demand and supply. Thus, adverse weather conditions and uncertain tea market expose it to the risk that the fair value or future cash flows may adversely fluctuate. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to various market risks. Other Market risks are as under:

i. Foreign Currency Risk

The Company undertakes significant transactions denominated in foreign currency with its customers in relation to Exports by Rossell Tea Division and 100% EOU of Rossell Techsys Division as well as dealing with Foreign OEMs in relation to Aerotech Services Division. This results in wide exposure to exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement risks arising from recognized assets and liabilities, which are not in the Company''s functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, Euro and British Pound Sterling etc.

The Company as Risk Management Policy, hedges its exposure in foreign exchange whenever considered appropriate based on the their perception about such market and reviews periodically its exposure therein to ensure that results from fluctuating currency exchange rate are appropriately managed.

The impact of sensitivity analysis (10% appreciation / depreciation of the foreign currency with respect to functional currency) arising on account of above outstanding foreign currency denominated assets and liabilities would be '' 27.86 Lakhs (31st March, 2021 - '' 399.08 Lakhs).

ii. Interest Rate Risk

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

The Company is exposed to interest rate volatilities primarily with respect to its borrowings from banks. Such volatilities primarily arise due to changes in Marginal Cost of Lending rates of Banks as well as other economic parameters of the Country. The Company manages such risk by operating with Banks having strong fundaments with comparatively lower Marginal Cost of Lending Rates in the Market.

Interest rate sensitivity

Since the significant amount of borrowings of the Company are short term in nature, the possible volatility in the interest rate is minimal.

b) Liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty, including seasonality, in meeting its obligations due to shortage of liquid assets.

The Company mitigates its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle, ensuring optimal movements of its inventories and avoid blockage of working capital in non-productive current assets.

c) Credit Risk

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

The Company has its policies to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of its customer''s based on which, the terms of payment are decided. Credit limits are set for each customer which are reviewed at periodic intervals. The credit risk of the Company is low as the Company sells a significant volume of its Teas through the auction system which is on cash and carry basis. The exports are made mostly to worldwide reputed Corporates like Boeing, Starbucks, and Taylors of Harrogate etc., and otherwise backed by letter or credit or on advance basis.

48. Fair Value measurements Fair value hierarchy

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

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

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

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

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

There were no transfers between Level 1, Level 2 and Level 3 during the year.

50. Sale/Disposal of Tea Estate

The Company sold/disposed off Bokakhat Tea Estate w.e.f. 1st April, 2021 to Dhansiri Tea Pvt. Ltd. as a going concern. Extraordinary item for the year ended 31st March 2022 represents the profit on sale of Assets pertaining to Bokakhat Tea Estate.

51. Monthly/Quarterly returns or statements of current assets filed by the Company with banks are generally in agreement with the books of accounts and there is no material discrepancies.

52. Impact of Pandemic COVID 19

The Company has considered the possible after effects of COVID 19 in this Financial Results and based on related estimates and assumption, no material adjustment is required in the carrying value of any current and non-current assets of the Company.

55. No funds has been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entity identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

56. General

Previous Years'' figures have been regrouped / rearranged wherever considered appropriate to make them comparable with this year.

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Mar 31, 2018

1. EMPLOYEE BENEFIT OBLIGATION Defined Contribution Plans

The Company operates defined contribution scheme for payment of pension for certain eligible employees. Under the scheme, contributions are made by the Company, based on current salaries, to the recognized Superannuation Fund maintained by the Company. The Company is also contributing to the Governments administered Provident Funds in respect of all the qualifying employees.

An amount of Rs, 736.65 lakhs (2017 - Rs, 666.66 Lakhs) has been charged to the Statement of Profit and Loss on account of defined contribution schemes.

Defined Benefit Plans

The Company also operates defined benefit scheme in respect of gratuity benefit towards its employees. This schemes offer specified benefits to the employees on retirement, death, disability or cessation of employment. The liability arising for the Defined Benefit Scheme is determined in accordance with the advice of independent, professionally qualified actuary, using the Projected Unit Credit (PUC) actuarial method as at year end. The Company makes regular contribution for this Employee Benefit Plan to a recognized Gratuity Fund. This Fund is administered through approved Trust, which operate in accordance with the Trust Deed and Rules.

Gratuity - Funded

2. FINANCIAL RISK MANAGEMENT OBJECTIVES

The Company''s business activities expose it to certain financial risks - market risk, liquidity risk and credit risk. In order to minimize those risks, the Company has risk management policies and procedures in place as approved by the Risk Management Committee of the Board of Directors of the Company after due evaluation of key risks facing the business of the Company:

a) Market Risk

The Company''s business of Cultivation, Manufacture and Sale of Tea is primarily agricultural in nature. Moreover, the sale price of Tea is largely determined by the market forces of demand and supply. Thus, adverse weather conditions and uncertain tea market expose it to the risk that the fair value or future cash flows may adversely fluctuate. The Company closely monitors the changes in market conditions and select the sales strategies to mitigate its exposure to various market risks. Other Market risks are as under:

i. Foreign Currency Risk

The Company undertakes significant transactions denominated in foreign currency with its customers in relation to Exports by Rossell Tea Division and 100% EOU of Rossell Techsys Division as well as dealing with Foreign OEMs in relation to Aerotech Services Division. This results in wide exposure to exchange rate fluctuations. Such exchange rate risk primarily arises from transactions made in foreign exchange and reinstatement of risks arising from recognized assets and liabilities, which are not in the Company''s functional currency (Indian Rupees). A significant portion of these transactions are in US Dollar, Euro and British Pound Sterling etc.

The Company, as Risk Management Policy, hedges its exposure in foreign exchange whenever considered appropriate based on their perception about such market and reviews periodically its exposure therein to ensure that results from fluctuating currency exchange rate are appropriately managed.

The impact of sensitivity analysis (10% appreciation / depreciation of the foreign currency with respect to functional currency) arising on account of above outstanding foreign currency denominated assets and liabilities would be '' 77.70 lakhs.

ii. Interest Rate Risk

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

The Company is exposed to interest rate volatilities primarily with respect to its borrowings from banks as well as by way of inter corporate deposit. Such volatilities primarily arise due to changes in Marginal Cost of Lending rates of Banks as well as other economic parameters of the Country. The Company manages such risk by operating with Banks having strong fundaments and comparatively lower Marginal Cost of Lending Rates in the Market.

Interest rate sensitivity

Since the significant amount of borrowings of the Company are short term in nature, the possible volatility in the interest rate is minimal.

b) liquidity Risk

Liquidity risk is the risk that the Company may encounter difficulty, including seasonality, in meeting its obligations due to shortage of liquid assets.

The Company mitigates its liquidity risks by ensuring timely collections of its trade receivables, close monitoring of its credit cycle, ensuring optimal movements of its inventories and avoid blockage of working capital in non-productive current assets.

c) Credit Risk

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

The Company has its policies to limit its exposure to credit risk arising from outstanding receivables. Management regularly assess the credit quality of its customer''s based on which, the terms of payment are decided. Credit limits are set for each customer which are reviewed at periodic intervals. The credit risk of the Company is low as the Company sells a significant volume of its Teas through the auction system which is on cash and carry basis. The exports are made mostly to worldwide reputed Corporates like Boeing, Starbucks, and Taylors of Harrogate etc., and otherwise backed by letter of credit or on advance basis.

The Company has no expected credit loss as on 31st March, 2018 and thus no provision has been made by the Company in respect thereof.

3. FAIR VALUE MEASUREMENTS Fair value hierarchy

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

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

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

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

The management consider that the carrying amounts of financial assets (other than those measured at fair values) and liabilities recognized in the financial statements approximate their fair value as on 31st March, 2018, 31st March, 2017 and 1st April, 2016.

There were no transfers between Level 1, Level 2 and Level 3 during the year.

Notes to the Reconciliations

1. Under Previous GAAP, Stock of Black Tea was valued at the lower of cost and net realizable value. Cost comprised of all cost of purchase/ production of green leaf, cost of conversion and other costs in bringing the Stock to its present location. Under Ind AS, while there is no change in the cost of conversion and other costs, the green leaf imputed in Stock of Black Tea has been taken at fair value at the time of harvest, less cost to sell.

2. Under Previous GAAP, stock of Green Leaf harvested was not recognized and corresponding production of Black Tea was being adjusted. Under Ind AS, stock of harvested Green leaf is measured and valued at its fair price at the point of harvest less cost to sell and is classified as Stock of Raw Materials.

3. Under Previous GAAP, Biological Assets (unharnessed Green Leaf on Tea Bushes) was not required to be recognized. Under Ind AS these have been recognized at fair value less cost to sell and change in fair value has been recognized in the Statement of Profit and Loss.

4. The Company had its own Internally Generated Brand by one of its Division and expenses incurred thereon were capitalized under the head Brand and Trademarks as an Intangible Asset under Previous GAAP. Under Ind AS, these expenses are chargeable to the Statement of Profit and Loss. The effect of derecognition of Brand is given effect on the date of transition to Ind AS.

5. Under Previous GAAP, Mark to Market Losses in respect of Foreign Exchange Derivative Contracts were not required to be recognized. However, as a prudent accounting practice adopted by the Company, the exchange losses on the reporting date were provided for as part of Finance Cost. Under Ind AS, all Derivative Contracts are stated at fair value. Accordingly, M2M loss has been provided for as on the reporting date.

6. Under Previous GAAP, Replanting Subsidy was recognized as Income in the year of receipt and taken in Statement of Profit and Loss. Under Ind AS, such Government Grant is treated as Deferred Income and credited to the Statement of Profit and Loss on Straight Line Basis over the useful life of the Replanted Section(s) for which it was sanctioned.

7. Under Previous GAAP, investment in Equity instruments were classified as Long Term Investment based on intended holding period and reliability, These were carried at Cost less provision for permanent diminution of value. Under Ind AS, these investments (other than Equity instruments of Associates, Subsidiary and Joint Ventures) are required to be measured at fair value and changes in such fair value routed through Statement of Profit and Loss.

8. In keeping with the requirement of Ind AS 41, expenses incurred on uprooting, replanting and maintenance of young tea are being capitalized as Capital work-in-progress- Bearer Plants. Bearer Plants, thus being self-created assets, interest incurred on the general borrowings, attributable to such creation, qualify for capitalization in accordance with Ind AS 23. Under previous GAAP, there was no such capitalization of this nature was contemplated.

9. Under Ind AS remeasurements i.e. actuarial gains and losses and the return on plan assets greater/ less than the discount rate are recognized in Other Comprehensive Income instead of Statement of Profit and Loss. Under Previous GAAP, these remeasurements were a charge in the Statement of Profit and Loss.

Note:

Adjustment of Rs, 3.25 Lakhs in Cash and cash equivalent is due to regrouping of Deposit with Bank under Lien with State''s VAT authorities as Security Deposit under Other Financial Assets.

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Mar 31, 2017

1. The Conveyance Deed in the name of the Company for Kharikatia T.E., District Jorhat, Assam is yet to be executed, as the required Sale and Purchase permission from the Office of the Deputy Commissioner, Jorhat, Assam is yet to be obtained.

2. SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2017 :

3. Business Segments: In terms of AS-17, Segment Reporting, the Company has following Business Segments as Primary

Segment for disclosure.

A. Cultivation, Manufacture and Sale of Tea

B. Aviation, Products and Services

C. Hospitality Rs. in lakhs

4. RELATED PARTY TRANSACTIONS FOR THE YEAR ENDED ON 31ST MARCH 2017

The following are the Related Party transaction undertaken by the Company during the Financial Year ended 31st March 2017, in terms of AS-18 - Related Party Disclosures issued by the Institute of Chartered Accountants of India:

Name of the Related Party and nature of relationship:

Enterprises where Control Exists	- CAE Rossell India Ltd.
	Subsidary Company (Fully Owned)
Key Managerial Personnel	- Mr.H.M.Gupta,Executive Chairman
	Mr.C.S.Bedi, Managing Director
	Mr. N K Khurana, Chief Financial Officer
	-cum-Company Secretary
Relatives of Key Managerial Personnel	- Mr. R M Gupta
	Mrs. Vinita Gupta
	Ms. Samara Gupta
	Mrs. Sonia Bedi
Holding Company	- BMG Enterprises Ltd.
Enterprises over which the Key Managerial	- BMG Investments Private Ltd
Personnel or their relatives have signficant influence	- Harvin Estates Private Ltd
	- BMG Foundation
Associate Company	- R V Enterprizes Pte. Ltd, Singapore (Joint Venture)

5 The Company has only one subsidiary company as on 31st March, 2017, namely, CAE Rossell India Limited (Extent of interest - 100%).

6 The Company also has a Joint Venture (Extent of interest -26%) at Singapore, namely RV Enterprizes Pte. Ltd., Singapore. In terms of Sec. 183 (3) of the Companies Act, 2013 read with AS-27, Financial Reporting of Interests in Joint Ventures, Financial Statement of the Joint Venture has also been included in the Consolidated Financial Statement of the Group.

7. The required information in Form AOC I - Statement containing salient features of the Financial Statement of Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March, 2017.

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

8. Defined Benefits Plans

In compliance with AS-15, Employee Benefits, an Actuarial Valuation was carried out in respect of Defined Benefit Scheme namely Gratuity as on 31st March, 2017. Thus, the amount recognized in the financial statements in respect of this Scheme as per Actuarial Valuation as on 31st March, 2017 is as under:

VII Basis used to determine the Expected Rate of Return on Plan Assets

The expected rate of return on plan assets is based on the actuarial expectation of the average long term rate of return expected on investment of the fund with the Trustees, assuming that these are generally held to maturity, along with the estimated incremental investments to be made during the year.

9. Information as per Accounting Standard- AS-4 Contingencies and Event Occurring after Balance Sheet Date: The Board of Directors have recommended, in their Meeting held on 25th May, 2017, a dividend of Rs. 0.20 per Equity Share of Rs. 2 each (10%) out of the General Reserve (Note B), in terms of Second Proviso to Section 123(1) of the Companies Act, 2013 read with Rule 3 of Companies (Declaration and Payment of Dividend) Rules, 2014. Total amount of Dividend, thus payable works out to Rs. 73.39 lakhs, with Dividend Distribution Tax thereon amounting to Rs. 14.94 lakhs.

10. Previous year''s figures have been rearranged wherever necessary.

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Mar 31, 2016

1. The Conveyance Deeds in the name of the Company for Kharikatia T.E., District Jorhat, Assam is yet to be executed, as the required Sale and Purchase permission from the Office of the Deputy Commissioner, Jorhat, Assam is yet to be obtained.

2. RELATED PARTY TRANSACTIONS FOR THE YEAR ENDED ON 31ST MARCH 2016

The following are the Related Party Transactions undertaken by the Company during the year ended 31st March 2016, in terms of AS-18, Related Party Disclosures issued by the Institute of Chartered Accountants of India:

Name of the Related Party and nature of relationship:

Enterprises where Control Exists - CAE Rossell India Ltd.

Subsidary Company (Fully Owned)

Key Management Personnel - Mr.H.M.Gupta,Executive Chairman

Mr.C.S.Bedi, Managing Director

Mr. N K Khurana, Chief Financial Officer

-cum-Company Secretary

Relatives of Key Managerial Personnel - Mr. R M Gupta

Mrs. Vinita Gupta Ms. Samara Gupta Mrs. Sonia Bedi

Holding Company - BMG Enterprises Ltd.

Enterprises over which the Key Management - BMG Investments Private Ltd

Personnel or their relatives have signficant influence - Harvin Estates Private Ltd

- BMG Foundation

Associate Company - R V Enterprizes Pte. Ltd, Singapore (Joint Venture)

3. The Company has only one subsidiary company as on 31st March, 2016, namely, CAE Rossell India Limited (Extent of interest - 100%).

4. The Company also has a Joint Venture (Extent of interest -26%) at Singapore, namely RV Enterprizes Pte. Ltd., Singapore. In terms of Sec. 183 (3) of the Companies Act, 2013 read with AS-27, Financial Reporting of Interests in Joint Ventures, Financial Statement of the Joint Venture has also been included in the Consolidated Financial Statement of the Group.

5. The required information in Form AOC I - Statement containing salient features of the Financial Statement of Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March, 2016 :

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Mar 31, 2015

A. All the above Equity Shares rank pari passu in all respect for voting rights and distribution of dividend as well as to receive the remaining assets of the Company in the event of liquidation after distribution of all preferential amounts.

Notes :

1. Current Maturities of these loans - Rs. 990 Lakhs ( Note H)

2. These loans are secured on pari passu basis by hypothecation of Moveable Assets and Deposit of Title Deeds in respect of Namsang and Kharikatia Tea Estates of the Company with an intention to create Equitable Mortgage, which would be formalized upon receipt of statutory approvals/ completion of required legal formatlities. (Note T-2.1). The loan from one of the Banks is additionally secured by hypothecation of tea crops and book debts in respect of Kharikatia T.E.

2. These loans are repayable in equated quarterly installments up to a 6 year period from the date of respective disbursement and will be fully liquidated by the Financial Year 2018-2019.

3. The Company has entered into Cross Currency Swap Transactions and opted to swap these loans from Indian Rupees in to US Dollars. The Contracts for such transactions outstanding as on 31st March, 2015 are as under:

In view of upward revision of Indian Rupees and U.S.Dollar Exchange Rates since entering in to the above transactions, the Company has provided for the likely loss on the above outstanding U.S. Dollar based on the year end exchange rates. Total provision on this account as on 31st March 2015 amounts to Rs. 420 56 lakhs (Schedule E and I)

B DEFERRED TAX LIABILITY/ ASSET (NET)

As per the Accounting Standard AS-22 - Accounting for taxes on Income, an amount of Rs. 223.00 lakhs was recognised as Deferred Tax Liability as on 31st March, 2014. During the year, a review with respect to the carrying amount of Deferred Tax Liabilty was done and the same was revised to Rs. 175.84 lakhs as on 31st March, 2015, net of adjustment with General Reserve amounting to Rs. 51.64 lakhs. Thus, an amount of Rs. 4.48 lakhs has been shown as Deferred Tax Adjustment in the Profit and Loss Statement for the year ended 31st March, 2015. The components of Deferred Tax Liability are as under :

The above loans are secured on pari passu basis by hypothecation of tea crops and moveable assets of all the Tea Estates of the Company. These are also collaterally secured by Equitable Mortgage by way of second charge on Namsang and Kharikatia Tea Estates and Equitable Mortgage by way of first charge on pari passu basis on Dikom, Nokhroy, Bokakhat and Romai Tea Estates.

C contingent liabilities and commitments

(i) Estimated amount of Contingent Liabilities not provided for :

a. Claims against the Company not acknowledged as Debt

Income Tax 182.37 76.46

Clean Energy Cess 7.19 7.19

Intererest on PF arrears for pre-acqusition period 75.43 —

b. Guarantees Bank Guarantees outstanding 62.27 10.49

(ii) Commitments

Estimated amount of Contracts remaining to be executed on Capital 118.17 42.58

Account and not provided for (net of advance)

5. SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2015 :

1. Business Segments : In terms of AS-17, Segment Reporting, the Company has following Business Segments as Primary

Segment for disclosure.

A. Cultivation, Manufacture and Sale of Tea

B. Aviation, Products and Services

C. Hospitality

4 Significant Accounting Policies and Other Notes to the Financial Statement for the Year ended 31st March, 2015

5. RELATED PARTY TRANSACTIONS FOR THE YEAR ENDED 31ST MARCH, 2015:

The following are the Related Party transaction undertaken by the Company during the period ended 31st March 2015, in terms of AS-18, Related Party Disclosures issued by the Institute of Chartered Accountants of India:

Name of the Related Party and nature of relationship:

Enterprises where Control Exists :

CAE Rossell India Ltd.

Subsidary Company (Fully Owned)

Key Management Personnel :

Mr. H.M.Gupta,Executive Chairman

Mr. C.S.Bedi, Managing Director

Mr. N K Khurana, Chief Financial Officer-cum-Company Secretary

Relatives of Key Managerial Personnel :

Mrs. Vinita Gupta

Mr. R M Gupta

Ms. Samara Gupta

Mrs. Sonia Bedi

Mrs. Sharda Khurana

Holding Company :

BMG Enterprises Ltd

Enterprises over which the Key Management :

BMG Investments Private Ltd

Personnel or their relatives have signficant influence :

Harvin Estates Private Ltd

BMG Foundation

6.1 The Company has only one subsidiary company as on 31st March, 2015, namely, CAE Rossell India Limited (Extent of interest - 100%).

6.2 The Company also has a Joint Venture (Extent of interest -26%) at Singapore, namely R.V. Enterprizes Pte. Ltd., Singapore. In terms of Sec. 183 (3) of the Companies Act, 2013 read with AS-27, Financial Reporting of Interests in Joint Ventures, Financial Statement of the Joint Venture has also been included in the Consolidated Financial Statement of the Group.

6.3 The required information in Form AOC I - Statement containing salient features of the Financial Statement of Subsidiaries/ Associate Companies/ Joint Ventures as on 31st March, 2015.

1. Name of subsidiaries which are yet to commence operation - The above subsidiary is yet to commence any operations.

2. Names of subsidiaries which have been liquidated or sold during the year - None.

a) Names of associates or joint ventures, which are yet to commence operations — Not Applicable

b) Names of associates or joint ventures, which have been liquidated or sold during the year — Not Applicable

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Mar 31, 2014

1 Current Maturities of these loans - Rs 990 Lakhs

2 These loans are secured on pari passu basis by hypothecation of Moveable Assets and Deposit of Title Deeds in respect of Namsang and Kharikatia Tea Estates of the Company pending creation of Equitable Mortgage, which would be formalized upon receipt of statutory approvals. The loan from one of the Banks is additionally secured by hypothecation of tea crops and book debts in respect of Kharikatia T.E.

3 These loans are repayable in equated quarterly installments up to a 6 year period from the date of respective disbursement and will be fully liquidated by the Financial Year 2018-2019.

4 The Company has entered into Cross Currency Swap Transactions and opted to swap these loans from Indian Rupees in to US Dollars. The Contracts for such transactions outstanding as on 31st March, 2014.

DEFERRED TAX LIABILITY (NET)

As per the Accounting Standard AS-22 - Accounting for taxes on Income, an amount of Rs 40.00 lakhs was recognised as Deferred Tax Liability as on 31st March, 2013. During the year, a review with respect to the carrying amount of Deferred Tax Liability was done and the same was revised upward to Rs 223.00 lakhs as on 31st March, 2014. Thus, an amount of Rs 183.00 lakhs has been shown as Deferred Tax Adjustment in the Profit and Loss Statement for the year ended 31st March, 2014. The components of Deferred Tax Liability.

Remark :

The above loans are secured on pari passu basis by hypothecation of tea crops and moveable assets of all the Tea Estates of the Company, save and except that of Namsang Tea Estate. These are also collaterally secured by Equitable Mortgage by way of second charge on Kharikatia Tea Estate for one of the Banks and Equitable Mortgage by way of first charge on pari passu basis on Dikom, Nokhroy, Bokakhat and Romai Tea Estates for other Banks.

5 CONTINGENT LIABILITIES AND COMMITMENTS (i) Estimated amount of Contingent Liabilities not provided for:

(a) Claims against the Company not acknowledged as Debt

Income Tax 76.46 210.63 Clean Energy Cess 7.19 - (b) Guarantees Bank Guarantees outstanding 10.49 3.25

(ii) Commitments

Estimated amount of Contracts remaining to be executed on Capital Account and not provided for (net of advance) 42.58 170.31 6 The Conveyance Deeds in respect of Namsang T.E., District Dibrugarh, Assam and Kharikatia T.E., District Jorhat, Assam are in the process of execution in the name of the Company.

7 segment Information for the year ended 31st march, 2014

1. Business segments: In terms of AS-17- Segment Reporting , the Company has following Business Segments as Primary Segment for disclosure.

A. Cultivation, Manufacture and Sale of Tea

B. Aviation, Products and Services

8 The Company has only one subsidiary company as on 31st March, 2014, namely, CAE Rossell India Limited (Extent of interest - 100%). Accordingly, the Consolidated Financial Statement for the year ended 31st March, 2014 has been prepared separately in accordance with Accounting Standard AS-21 containing the required information for the aforesaid subsidiary in terms of General Circular No. 2 / 2011 issued by the Government of India, Ministry of Corporate Affairs under ref no. 5/12/2007-CL-III. As required in the said General Circular, the Board of Directors of the Company has by a resolution adopted on 16th May, 2014 (a) given their consent for not attaching the annual accounts of the aforesaid subsidiary in respect of their Financial Year 2013-2014 with these financial statements and (b) have undertaken on behalf of the Company that the annual accounts of the subsidiary company and the related detailed information shall be made available to the shareholders of the Company and that of subsidiary company seeking such information at any point of time. The annual accounts of this subsidiary company shall be kept for inspection by any shareholders at the registered office of the Company at Kolkata.

I. Basis used to determine the Expected Rate of Return on Plan Assets

The expected rate of return on plan assets is based on the actuarial expectation of the average long term rate of return expected on investment of the fund with the Trustees, assuming that these are generally held to maturity, along with the estimated incremental investments to be made during the year.

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Mar 31, 2012

1. Related Party Transactions for the year ended 31st March, 2012

The following are the Related Party transaction undertaken by the Company during the year ended 31st March, 2012, in terms of AS-18 - Related Party Disclosures issued by the Institute of Chartered Accountants of India :

2. The Company has only one subsidiary company as on 31st March, 2012, namely, Rossell Aviation Private Limited (Extent of interest - 100%). During the year, on and from 29th June, 2011, Sigma Microsystems Private Limited (Extent of interest - 56.25%) ceased to be a subsidiary of the Company consequent upon divestment of entire shareholdings held therein.

Accordingly, the Consolidated Financial Statement for the year ended 31st March, 2012 has been prepared separately in accordance with Accounting Standard AS-21 containing the required information for the aforesaid subsidiary in terms of General Circular No. 2/2011 issued by the Government of India, Ministry of Corporate Affairs under ref no. 5/12/2007-CL-III . As required in the said General Circular, the Board of Directors of the Company has by a resolution adopted on 17th May, 2012 (a) given their consent for not attaching the annual accounts of the aforesaid subsidiary in respect of their Financial Year 2011-2012 with these financial statements and (b) have undertaken on behalf of the Company that the annual accounts of the subsidiary company and the related detailed information shall be made available to the shareholders of the Company and that of subsidiary company seeking such information at any point of time. The annual accounts of this subsidiary company shall be kept for inspection by any shareholders at the registered office of the Company at Kolkata.

3. Defined Benefits Plans

In compliance with AS-15 (Revised) - Employee Benefits issued by the Institute of Chartered Accountants of India, an Actuarial Valuations were carried out in respect of Defined Benefit Schemes namely Pension, Gratuity and Leave Encashment as on 31st March, 2012. Thus, the amount recognised in the financial statements in respect of these Schemes as per Actuarial Valuation as on March 31, 2012 are as under:

I Basis used to determine the Expected Rate of Return on Plan Assets

The expected rate of return on plan assets is based on the actuarial expectation of the average long term rate of return expected on investment of the fund with the Trustees, assuming that these are generally held to maturity, along with the estimated incremental investments to be made during the year.

4. Micro and Medium Scale business entities :

On the basis of information available with the Company, there are no Micro, Small and Medium Enterprises, within the meaning of Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2012.

5. Previous year's figures have been rearranged wherever necessary.

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Mar 31, 2011

1.1. The name of the Company has been changed to ROSSELL INDIA LIMITED with effect from 19th April, 2011.

1.2. Each Equity Shares of the Company having nominal value of Rs.10 each was sub-divided into 5 Equity Shares of Rs.2 each on and from 22nd January, 2011.

2.1 Estimated amount of contracts remaining to be executed on Capital Account and not provided (net of advance) for Rs. 4,25,54,000 ( 2010 - Rs.2,42,52,000).

2.2 Estimated amount of Contingent Liabilities not provided for in respect of (a) West Bengal Sales Tax and Central Sales Tax (West Bengal) – Nil (2010- 15,75,867) (b) Central Sales Tax (Assam) – Rs. 4,74,78,644 (2010- Rs. 4,74,78,644) (c) Income Tax Rs. Nil (2010-18,25,850) (d) Land Revenue, Local Rates and Surcharge payable in respect of Bokakhat T.E. – Rs. 18,48,584 ( 2010- Nil).

2.3 The Company has provided a Corporate Guarantee to HDFC Bank Limited, Kolkata for securing the Non Fund Based Working Capital facilities to Sigma Microsystems Private Limited, Subsidiary Company to the extent of Rs.90,00,000 (2010- Rs. 90,00,000).

3.1 Inter Corporate Deposits include paid to Sigma Microsystems Private Limited, Subsidiary Company Rs. 2,47,10,000 (2010 – Rs.2,58,00,000) and interest receivable thereon Rs. 18,14,353 (2010- Rs. 6,46,834).

3.2 Deposits include the balances with (a) NABARD deposited under the Tea Development Account Scheme, 1990 Rs.3,73,06,345 (2010- Rs.3,86,15,445) (b) Assam Financial Corporation under Plantation Development Fund Scheme, 1994 Rs. 2,12,01,000 (2010 - Rs. 1,000)

3.3 Miscellaneous Expenses include Audit Fees payable to Cost Auditors, M/s Shome & Banerjee, Cost Accountants appointed for the Financial Year 2010-2011 as per approval letter no. 52/197/ CAB/2006 dated 7th July, 2010 Rs. 71,695 (2009-2010 Rs. 71,695). The Cost Audit Report for the Financial Year 2009-2010 was due for filing on 27th September, 2010 and the same was uploaded with MCA on 21st September, 2010.

3.4 Rates and Taxes include arrear consent fee paid to Pollution Control Board, Assam under Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1984 Rs. 8,79,045 ( 2010- Rs. 7,78,900) pursuant to demands raised during the year in respect of Tea Estates in Assam.

4. The Company has the following subsidiary companies as on 31st March, 2011: (a) Sigma Microsystems Private Limited (Extent of interest – 56.25%) and (b) Rossell Aviation Private Limited (Extent of interest – 100%). Accordingly, the Consolidated Financial Statement has been prepared separately in accordance with Accounting Standard AS-21 containing the required information for each of the aforesaid subsidiaries in terms of General Circular No. 2/2011 issued by the Government of India, Ministry of Corporate Affairs under Ref No. 5/12/2007-CL-III . As required in the said General Circular, the Board of Directors of the Company has by a Resolution adopted on 18th May, 2011 (a) given their consent for not attaching the annual accounts of the aforesaid two subsidiaries in respect of their Financial Year 2010-2011 with these financial statements and (b) have undertaken on behalf of the Company that the annual accounts of the subsidiaries companies and the related detailed information shall be made available to the shareholders of the Company and that of subsidiary companies seeking such information at any point of time. The annual accounts of these subsidiary companies shall be kept for inspection by any shareholders at the Registered Office of the Company at Kolkata as well as at the Registered Office of the subsidiary companies concerned.

VII Basis used to determine the Expected Rate of Return on Plan Assets

The expected rate of return on plan assets is based on the actuarial expectation of the average long term rate of return expected on investment of the fund with the Trustees, assuming that these are generally held to maturity, along with the estimated incremental investments to be made during the year.

5. Micro and Medium Scale business entities :

On the basis of information available with the Company, there are no Micro, Small and Medium Enterprises, within the meaning of Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2011.

6. Previous years figures have been rearranged wherever necessary.

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Mar 31, 2010

1.1. Estimated amount of contracts remaining to be executed on Capital Account and not provided (net of advance) for Rs.2,42,52,000 (2009 - Rs.2,34,34,000).

1.2 Estimated amount of Contingent Liabilities not provided for in respect of (a) West Bengal Sales Tax and Central Sales Tax (West Bengal) - Rs.15,75,867 (2009-15,75,867) (b) Central Sales Tax (Assam) - Rs. 4,74,78,644 (2009- Nil) (c) Income Tax Rs.18,25,850 (2009-Nil).

1.3 The Company provided, during the year, a Corporate Guarantee to HDFC Bank Limited, Kolkata for securing the Non Fund Based Working Capital facilities to Sigma Microsystems Private Limited, Subsidiary Company to the extent of Rs.90,00,000.

2.1 Inter Corporate Deposits include paid to Sigma Microsystems Private Limited, Subsidiary Company Rs. 2,58,00,000 (2009 - Rs.90,10,000) and interest receivable thereon Rs. 6,46,834 (2009- Rs. 4,06,878).

2.2 Advances recoverable in cash or in kind include dues from Rossell Aviation Private Limited, Subsidiary Company - Nil (2009 - Rs. 56,535)

2.3 Deposits include the balances with (a) NABARD deposited under the Tea Development Account Scheme, 1990 Rs. 3,86,15,445 (2009- Rs. 1,31,47,945) (b) Assam Financial Corporation under Plantation Development Fund Scheme, 1994 Rs.1,000 ( 2009- Nil)

3. Miscellaneous Expenses include Audit Fees payable to Cost Auditors Rs. 71,695 (2008-2009 Rs. 56,180)

3.1 Miscellaneous Expenses also include contribution to Indian National Congress, a Political Party within the meaning of 293A of the Companies Act, 1956- Nil (2008-2009 - Rs.25,00,000)

3.2 Rent includes arrear Land Revenue and Surcharge paid/payable in respect of Tea Estates in Assam Rs.25,47,151 ( 2009- Nil) pursuant to demand raised in this year.

4. Vankesh Avionics Technologies Division - Manufacturing, Design and Development of Avionics, Aviation and Electronic Equipments.

5. The following are the Related Party transactions undertaken by the Company during this accounting period in terms of AS-18 - Related Party Disclosures issued by the Institute of Chartered Accountants of India:

a) Name of related party and nature of relationship:

Enterprises where Control Exists - Sigma Microsystems Private Limited, Subsidiary Company

Rossell Aviation Private Limited,

Subsidiary Company (Fully Owned)

Key Management Personnel - Mr. H.M. Gupta, Executive Chairman

Mr. C.S.Bedi, Managing Director Holding Company - BMG Enterprises Ltd.

Enterprises over which the Key Management Personnel or their relatives have significant influence - BMG Investments Private Limited

Harvin Estates Private Limited

6. A new Division namely Vankesh Avionics Technologies Division was created on and from 1st October, 2008 for taking up the business of manufacturing, design and development of avionics, aviations and electronic equipments. Thus, these accounts include the working results of this new Division for the full year and therefore, the current years figures are not comparable with those of the previous year:

7. Micro and Medium Scale business entities

On the basis of information available with the Company, there are no Micro, Small and Medium Enterprises, within the meaning of Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2010.

8.Previous years figures have been rearranged wherever necessary.