GREENACRE HOLDINGS LIMITED

Transcription

1 REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, Your Directors submit their Report for the financial year ended 31st March, PERFORMANCE OF THE COMPANY During the year, your Company earned revenue of ` lakhs from its operations, with Total Revenue being ` lakhs. The Company continues to provide maintenance services for commercial office buildings. The Board of Directors of your Company ('the Board') is also exploring opportunities to grow the business further. The financial results of your Company, summarised, are as under : For the year ended For the year ended a. Profit Before Tax 1,33,37,353 1,05,04,445 b. Less : Tax Expense 29,78,177 18,42,593 c. Profit After Tax 1,03,59,176 86,61,852 d. Add : Profit brought forward from previous years (after adjustment under Schedule II of the Companies Act, 2013) 12,07,49,971 11,20,94,411 e. Balance carried forward to the following year 13,11,09,147 12,07,56, DIRECTORS AND KEY MANAGERIAL PERSONNEL (a) Changes in Directors and Key Managerial Personnel during the year During the year under review, Mr. Subhatosh Banerjee (DIN: ) and Ms. Anindita Guhamallick (DIN: ) were appointed by the Members at the Extraordinary General Meeting held on 16th March, 2015, as Independent Directors of the Company under Section 149 of the Companies Act, 2013 ('the Act'), for a period of three years with effect from the said date. Approval of the Members was also taken for appointment of Mr. Ravi Varma as the Manager of the Company for a period of two years with effect from 29th September, Mr. Varma was also appointed as the Company Secretary of the Company with effect from the said date. Ms. Komal Pansari resigned as the Manager and Company Secretary of the Company with effect from close of work on 31st August, The Board during the year appointed Mr. Monojit Seth as the Chief Financial Officer of the Company with effect from 1st January, (b) Retirement by rotation In accordance with the provisions of Section 152(6) of the Act, Mr. Saradindu Dutta (DIN: ), Director, will retire by rotation at the ensuing Annual General Meeting ('AGM') of the Company and, being eligible, offers himself for re-election. Your Board has recommended his re-election. (c) Declaration of Independence by Independent Directors The Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, (d) Attributes, qualifications and appointment of Directors The Nomination and Remuneration Committee of the Board adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors, and to the extent applicable in respect of Non-Independent Directors. All the Non-Executive Directors of the Company, other than Independent Directors, are executives of ITC Limited, the ultimate Holding Company, who fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election. (e) Remuneration Policy (f) The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure 1 to this Report. Board evaluation The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required under Section 134(3)(p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. Reports of functioning of Committees were placed by the respective Committee Chairman before the Board. The Directors expressed their satisfaction with the quality, quantity and timeliness of flow of information between the management and the Board. 4. NUMBER OF BOARD MEETINGS During the year ended 31st March, 2015, five meetings of the Board were held. 5. BOARD COMMITTEES The two Board Committees of the Company and their composition are as follows: Audit Committee Mr. R. Tandon (Chairman) Mr. S. Banerjee Ms. A. Guhamallick Nomination and Remuneration Committee Mr. A. Nayak (Chairman) Mr. S. Banerjee Ms. A. Guhamallick Mr. R. Tandon 6. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Act, your Directors confirm having : - i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any; ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; iv) prepared the Annual Accounts on a going concern basis; and v) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES The Company does not have any subsidiary, associate or joint venture. 8. PARTICULARS OF EMPLOYEES None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, RISK MANAGEMENT The Company's risk management framework is designed to bring robustness to the risk management processes within the Company and addresses risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The responsibility for management of risks vests with the Managers responsible for the day-to-day conduct of the affairs of the Company. The Internal Audit Department of ITC Limited, the ultimate Holding Company, periodically carries out risk focused audits with the objective of identifying areas where risk management processes could be strengthened. Annual update is provided to the Audit Committee on the effectiveness of the Company's risk management systems and policies. During the year under review, the Risk Management Policy of the Company was approved by the Board. 10. INTERNAL FINANCIAL CONTROLS Your Company has in place adequate internal financial controls with respect to the financial statements, commensurate with its size and scale of operations. The Internal Audit Department of ITC Limited evaluates the adequacy and efficacy of such internal financial controls. The Audit Committee provides guidance on internal controls, reviews internal audit findings and ensures that internal audit recommendations are implemented. During the year, no reportable material weakness in the design or operation of the internal financial controls in the Company was observed. Nonetheless your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis. 11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS During the year ended 31st March, 2015, the Company has neither given any loan or guarantee nor has made any investment under Section 186 of the Act. 12. RELATED PARTY TRANSACTIONS During the year ended 31st March, 2015, the Company has not entered into any contract or arrangement with its related parties which is not on arm's length basis. The details in Form No. AOC-2 of a material transaction between the Company and its related party are enclosed under Annexure 2 to this Report. 13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals impacting the going concern status of the Company and its future operations. 14. EXTRACT OF ANNUAL RETURN The details forming part of the extract of Annual Return in Form No. MGT-9 are enclosed under Annexure 3 to this Report. 15. AUDITORS The Company's Auditors, Messrs. A. F. Ferguson & Co., Chartered Accountants ('AFF'), were appointed with your approval at the Twenty-Eighth AGM to hold such office till the conclusion of the Thirty-Third AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of AFF from the conclusion of the ensuing AGM till the conclusion of the Thirtieth AGM. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of AFF for the financial year Appropriate resolution in respect of the above is appearing in the Notice convening the ensuing AGM of the Company. 16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorption. There has been no foreign exchange earnings or outflow during the year under review. On behalf of the Board R. TANDON Chairman Dated: 28th April, 2015 A. NAYAK Director 23

2 Annexure 1 to the Report of the Board of Directors for the financial year ended 31st March, 2015 Remuneration Policy GREENACRE HOLDINGS LIMITED The Company's Remuneration Strategy is designed to attract and retain quality talent that gives its business a competitive advantage and enables the Company to achieve its objectives. The Company's Remuneration Strategy, whilst focusing on remuneration and related aspects of performance management, is aligned with and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow. The Compensation approach endeavours to align each employee with the Company's goals. POLICY It is the Company's Policy: 1. To ensure that its Remuneration practices support and encourage meritocracy. 2. To ensure that Remuneration is market-led and takes into account the competitive context of the Company's business. 3. To leverage Remuneration as an effective instrument to enhance performance and therefore to link the remuneration to both individual and collective performance outcomes. 4. To adopt a comprehensive approach to Remuneration in order to support a superior quality of personal and work life, in a manner so as to judiciously balance short term with long term priorities. 5. To design Remuneration practices such that they reinforce the Company's values and culture and to implement them in a manner that complies with all relevant regulatory requirements. Remuneration of Key Managerial Personnel (KMP) 1. Remuneration of KMP is determined and recommended by the Nomination and Remuneration Committee and approved by the Board. Remuneration of the Managing Director / Wholetime Director / Manager is also subject to the approval of the shareholders. 2. Remuneration is reviewed and revised periodically, when such a revision is warranted by the market. 3. Apart from fixed elements of remuneration and benefits, the KMP are also eligible for Variable Pay / Performance Bonus which is linked to their individual performance. 4. Remuneration of KMP on deputation from the Holding Company / ultimate Holding Company / subsidiary / fellow subsidiary / associate companies, is aligned to the Remuneration Policy of that Company. Remuneration of Independent Directors Independent Directors are entitled to sitting fees for attending meetings of the Board and Board Committees, the quantum of which is determined by the Board within the limits prescribed under the Companies Act, 2013 and the Rules thereunder. The expenses of the Independent Directors for attending meetings of the Board and Board Committees and General Meetings are also borne by the Company. Remuneration of employees other than KMP 1. Remuneration of employees other than KMP is approved by the Board. 2. Remuneration is reviewed and revised periodically, when such a revision is warranted by the market. The quantum of revision is linked to market trends, the competitive context of the Company's business, as well as the track record of the individual employee. 3. Variable Pay is based on the performance rating of the individual employee. Annexure 2 to the Report of the Board of Directors for the financial year ended 31st March, 2015 FORM NO. AOC-2 [Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm's length basis a) Name(s) of the related party and nature of relationship b) Nature of contracts / arrangements / transactions c) Duration of the contracts / arrangements / transactions d) Salient terms of the contracts or arrangements or transactions including the value, if any e) Justification for entering into such contracts or arrangements or transactions f) Date(s) of approval by the Board g) Amount paid as advances, if any h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 NIL 2. Details of material contracts or arrangements or transactions at arm's length basis a) Name(s) of the related party and nature of relationship ITC Limited (ITC), ultimate Holding Company b) Nature of contracts / arrangements / transactions Maintenance of ITC Centre, Kolkata and various other properties owned by ITC c) Duration of the contracts / arrangements / transactions Maintenance of ITC Centre - 1st August, 2014 to 31st July, 2015 Maintenance of other properties - 1st April, 2014 to 31st March, 2015 d) Salient terms of the contracts or arrangements or Value of the transaction during the year - ` 2,52,02,451/- transactions including the value, if any e) Date(s) of approval by the Board, if any f) Amount paid as advances, if any Nil On behalf of the Board Dated: 28th April, 2015 R. TANDON Chairman A. NAYAK Director 24

3 Annexure 3 to the Report of the Board of Directors FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2015 GREENACRE HOLDINGS LIMITED [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS i) CIN : U55202WB1986PLC ii) Registration Date : 2nd June, 1986 iii) Name of the Company : Greenacre Holdings Limited iv) Category / Sub-Category of the Company : Unlisted Public Company limited by shares v) Address of the Registered office and contact details : ITC Centre 37 J. L. Nehru Road Kolkata Phone: / 9900 Fax: ID : GreenacreHoldings.Limited@itc.in vi) Whether listed company : No vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A. II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the Company shall be stated :- Sl. No. Name and Description of main products / services NIC Code of the % to total turnover product / service of the Company 1. Providing maintenance services for commercial office buildings % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No. Name and Address of the Company CIN / GLN Holding / Subsidiary / % of shares held in Applicable Associate the Company Section 1. Russell Credit Limited U65993WB1994PLC Holding company % 2(46) Virginia House 37 J. L. Nehru Road Kolkata ITC Limited L16005WB1910PLC Ultimate Holding 2(46) Virginia House company 37 Jawaharlal Nehru Road Kolkata IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Shareholding: Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares A. Promoters (1) Indian a) Individual/HUF N.A. b) Central Govt. N.A. c) State Govt.(s) N.A. d) Bodies Corp. 4,20,60,166 4,20,60, ,20,60,166 4,20,60, Nil e) Banks / FI N.A. f) Any Other N.A. Sub-total (A)(1) 4,20,60,166 4,20,60, ,20,60,166 4,20,60, Nil (2) Foreign a) NRIs - Individuals N.A. b) Other - Individuals N.A. c) Bodies Corp. N.A. d) Banks / FI N.A. e) Any Other N.A. Sub-total (A)(2) N.A. Total shareholding of Promoter (A) = (A)(1)+(A)(2) 4,20,60,166 4,20,60, ,20,60,166 4,20,60, Nil B. Public Shareholding 1. Institutions a) Mutual Funds N.A. b) Banks / FI N.A. c) Central Govt. N.A. d) State Govt.(s) N.A. e) Venture Capital Funds N.A. f) Insurance Companies N.A. g) FIIs N.A. h) Foreign Venture Capital Funds N.A. i) Others (specify) N.A. Sub-total (B)(1) N.A. 25

4 IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (Contd.) Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares 2. Non-Institutions a) Bodies Corp. i) Indian N.A. ii) Overseas N.A. b) Individuals i) Individual shareholders holding N.A. nominal share capital upto Rs. 1 lakh ii) Individual shareholders N.A. holding nominal share capital in excess of Rs. 1 lakh c) Others (specify) N.A. Sub-total (B)(2) N.A. Total Public Shareholding (B)=(B)(1) + (B)(2) N.A. C. Shares held by Custodian for GDRs & ADRs N.A. Grand Total (A+B+C) 4,20,60,166 4,20,60, ,20,60,166 4,20,60, Nil (ii) Shareholding of Promoters: Sl. Shareholder's Shareholding at the Shareholding at the % No. Name beginning of the year end of the year change in shareholding during the year No. of % of total % of Shares No. of % of total % of Shares Shares Shares of the pledged / Shares Shares of the pledged / Company encumbered Company encumbered to total Shares to total Shares 1. Russell Credit Limited 4,20,60, Nil 4,20,60, Nil Nil (iii) Change in Promoters' Shareholding (please specify, if there is no change): Sl. Shareholding at the Cumulative Shareholding No. beginning of the year during the year At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year At the end of the year No. of Shares % of total Shares of the Company No. of Shares No change during the year % of total Shares of the Company (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): NOT APPLICABLE (v) Shareholding of Directors and Key Managerial Personnel: None of the Directors and Key Managerial Personnel hold any share in the Company. V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment : NIL VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Wholetime Directors and/or Manager: (Amount in `) Sl. Particulars of Remuneration R. Varma (Manager & Company Secretary) No. (refer note 1) 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, ,20,979 (b) Value of perquisites under Section 17(2) of the Income-tax Act, ,406 (c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, Stock Option 3. Sweat Equity 4. Commission - as % of profit - others, specify 5. Others, please specify Total Amount (A) 3,28,385 Ceiling as per the Act 42,00,000 per annum (refer note 2) Note 1: Mr. R. Varma has been appointed as the Manager and Company Secretary of the Company with effect from 29th September, Note 2: Ceiling as per Part II of Schedule V to the Companies Act, 2013 has been disclosed, considering that the profits of the Company for the financial year ended 31st March, 2015 are inadequate. 26

5 B. Remuneration to other Directors: (Amount in `) Sl. Name of the Directors Particulars of Remuneration Total Amount No. Fee for attending Commission Others, Board and Board please specify Committee meetings 1. Independent Directors S. Banerjee 40,000 Nil Nil 40,000 A. Guhamallick 40,000 40,000 Total Amount (B)(1) 80,000 80, Other Non-Executive Directors R. Tandon Nil Nil Nil Nil Saradindu Dutta A. Nayak Total Amount (B)(2) Nil Total Amount (B) = (B)(1) + (B)(2) 80,000 Total Managerial Remuneration (A + B) 4,08,385 Overall ceiling as per the Act 42,00,000 per annum (refer note) Note: Ceiling as per Part II of Schedule V to the Companies Act, 2013 has been disclosed, considering that the profits of the Company for the financial year ended 31st March, 2015 are inadequate. C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD: (Amount in `) Sl. Particulars of Remuneration M. Seth (Chief Financial Officer) No. (refer note) 1. Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, ,93,875 (b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, Stock Option 3. Sweat Equity 4. Commission - as % of profit - others, specify 5. Others, please specify Total Amount 4,93,875 Note: Mr. M. Seth has been appointed as the Chief Financial Officer of the Company with effect from 1st January, VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES against the Company, Directors and other Officers in Default under the Companies Act, 2013 : None Dated: 28th April, 2015 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF GREENACRE HOLDINGS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of GREENACRE HOLDINGS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility R. TANDON Chairman A. NAYAK Director Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. 27

6 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143 (3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, (e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act. (f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 11 to the financial statements; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. For A. F. FERGUSON & CO. Chartered Accountants (Firm s Registration No W) Ketan Vora Partner MUMBAI, 28th April, 2015 (Membership No ) ANNEXURE TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) Having regard to the nature of the Company's business / activities / results during the year, clauses (ii), (v), (vi), (ix) and (xi) of paragraph 3 of the Order are not applicable to the Company. In respect of the other clauses, we report as under: (i) In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification. (ii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, (iii) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed any major weakness in such internal control system. (iv) According to the information and explanations given to us, in respect of statutory dues: (a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Incometax, Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. (b) There are no dues of Income-tax, Service Tax and Cess which have not been deposited as on 31st March, 2015 on account of disputes. (c) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder. (v) The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. (vi) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks and financial institutions. (vii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no significant fraud on the Company has been noticed or reported during the year. For A.F.FERGUSON & CO. Chartered Accountants (Firm's Registration No W) Ketan Vora Partner MUMBAI, 28th April, 2015 (Membership No ) 28

7 BALANCE SHEET AS AT 31ST MARCH, 2015 Note EQUITY AND LIABILITIES Shareholders' funds Share capital 1 42,06,01,660 42,06,01,660 Reserves and surplus 2 14,48,80,125 56,54,81,785 13,45,27,241 55,51,28,901 Non-current liabilities Other Long term liabilities 3 2,80,11,000 2,80,11,000 Long-term provisions 4 12,99,664 2,93,10,664 14,57,145 2,94,68,145 Current liabilities Other current liabilities 5 1,02,21,504 1,07,01,179 Short-term provisions 6 4,63,066 1,06,84,570 2,59,972 1,09,61,151 TOTAL 60,54,77,019 59,55,58,197 ASSETS Non-current assets Fixed assets 7 Tangible assets 43,05,37,073 43,07,19,600 Non-current investments 8 6,63,26,700 6,63,26,700 Deferred tax assets 9 5,59,936 5,35,300 Long-term loans and advances 10 36,33,832 51,85,371 Other non-current assets 11 1,23,71,911 51,34,29,452 1,23,71,911 51,51,38,882 Current assets Current investments 12 9,06,87,143 7,92,01,761 Cash and bank balances 13 11,87,177 9,74,670 Short-term loans and advances 14 1,73,247 9,20,47,567 2,42,884 8,04,19,315 TOTAL 60,54,77,019 59,55,58,197 The accompanying notes 1 to 21 are an integral part of the Financial Statements. In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants KETAN VORA Partner Mumbai, 28th April, 2015 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015 Note For the year ended For the year ended Revenue from operations 15 2,52,02,451 2,47,48,139 Other income 16 98,78,933 83,23,529 Total Revenue 3,50,81,384 3,30,71,668 Expenses On behalf of the Board A. NAYAK Director R. TANDON Chairman M. SETH Chief Financial Officer R. VARMA Manager & Company Secretary Kolkata, 28th April, 2015 Maintenance and service expense 83,56,497 72,24,798 Employee benefits expense 17 1,04,21,157 1,04,86,860 Depreciation expense 1,73,422 1,81,744 Other expenses 18 27,92,955 46,73,821 Total Expenses 2,17,44,031 2,25,67,223 Profit before tax 1,33,37,353 1,05,04,445 Tax expense: Current tax 19 30,00,000 18,00,000 Deferred tax 19 (21,823) 42,593 Profit for the year 1,03,59,176 86,61,852 Earnings per share (Face Value ` each) 20(i) ` 0.25 ` 0.21 (Basic and Diluted) The accompanying notes 1 to 21 are an integral part of the Financial Statements. In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants KETAN VORA Partner Mumbai, 28th April, 2015 On behalf of the Board A. NAYAK Director R. TANDON Chairman M. SETH Chief Financial Officer R. VARMA Manager & Company Secretary Kolkata, 28th April,

8 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015 For the year ended For the year ended A. Cash Flow from Operating Activities PROFIT BEFORE TAX 1,33,37,353 1,05,04,445 ADJUSTMENTS FOR: Depreciation Expense 1,73,422 1,81,744 Interest Income (76,960) Dividend Income from Current Investments (32,24,122) (50,20,493) Net gain on sale of Current Investments (30,57,851) (53,036) (61,85,511) (48,91,785) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 71,51,842 56,12,660 ADJUSTMENTS FOR: Loans and Advances and Other Assets 1,38,137 4,31,873 Other Liabilities and Provisions (4,34,062) 4,39,753 (2,95,925) 8,71,626 CASH GENERATED FROM OPERATIONS 68,55,917 64,84,286 Income Tax Paid (14,82,711) (29,00,783) NET CASH FROM OPERATING ACTIVITIES 53,73,206 35,83,503 B. Cash Flow from Investing Activities Purchase of Current Investments (76,27,53,124) (40,29,55,493) Sale of Current Investments 75,43,25,593 39,43,55,911 Interest Received 76,960 Loans Given (34,250) (1,23,050) Dividend Income from Current Investments Received 32,24,122 50,20,493 NET CASH USED IN INVESTING ACTIVITIES (51,60,699) (37,02,139) C. Cash Flow from Financing Activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 2,12,507 (1,18,636) OPENING CASH AND CASH EQUIVALENTS 9,74,670 10,93,306 CLOSING CASH AND CASH EQUIVALENTS 11,87,177 9,74,670 Notes: 1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard - 3 "Cash Flow Statements." 2. CASH AND CASH EQUIVALENTS : Cash and Cash Equivalents as above 11,87,177 9,74,670 Cash and bank balances (Note 13) 11,87,177 9,74,670 The accompanying notes 1 to 21 are an integral part of the Financial Statements. In terms of our report attached For A. F. Ferguson & Co. Chartered Accountants KETAN VORA Partner Mumbai, 28th April, 2015 On behalf of the Board A. NAYAK Director R. TANDON Chairman M. SETH Chief Financial Officer R. VARMA Manager & Company Secretary Kolkata, 28th April, 2015 NOTES TO THE FINANCIAL STATEMENTS 31st March, st March, 2014 (No. of Shares) (No. of Shares) 1. Share capital Authorised Equity shares of ` each 5,00,00,000 50,00,00,000 5,00,00,000 50,00,00,000 Issued and Subscribed Equity shares of ` each, fully paid 4,20,60,166 42,06,01,660 4,20,60,166 42,06,01,660 A) Reconciliation of number of Equity Shares outstanding At the beginning and at the end of the year 4,20,60,166 42,06,01,660 4,20,60,166 42,06,01,660 B) Shareholders holding more than 5% of the Equity Share in the Company 31st March, st March, 2014 (No. of Shares) (%) (No. of Shares) (%) Russell Credit Limited - the Holding Company 4,20,60, ,20,60, C) Rights, preferences and restrictions attached to the Equity Shares The Equity Shares of the Company, having par value of ` per share, rank pari passu in all respects including voting rights and entitlement to dividend. 30

9 NOTES TO THE FINANCIAL STATEMENTS (Contd.) 2. Reserves and surplus General Reserve At the beginning and at the end of the year 1,37,70,978 1,37,70,978 Surplus in Statement of Profit and Loss At the beginning of the year 12,07,56,263 11,20,94,411 Less : Depreciation on transition to Schedule II of the Companies Act, 2013 on Tangible Fixed Assets (Net off Deferred Tax ` 2,813/-) [Refer Note 20(vi)] 6,292 Add: Profit for the year 1,03,59,176 86,61,852 At the end of the year 13,11,09,147 12,07,56,263 TOTAL 14,48,80,125 13,45,27, Other Long term liabilities Security deposits 2,80,11,000 2,80,11,000 [includes deposits from ITC Limited, the Ultimate Holding Company ` 2,24,00,000/- ( ` 2,24,00,000/-)] TOTAL 2,80,11,000 2,80,11, Long-term provisions Provision for employee benefits Provision for compensated absences 12,99,664 14,57,145 TOTAL 12,99,664 14,57, Other current liabilities Other Payables Statutory liabilities 99,146 2,64,363 Progress payments and advance received against projects 1,00,00,000 1,00,00,000 Liabilities for expenses 1,22,358 4,36,816 TOTAL 1,02,21,504 1,07,01, Short-term provisions Current portion of long-term employee benefits Provision for gratuity 2,30,598 Provision for compensated absences 2,32,468 2,59,972 TOTAL 4,63,066 2,59, Fixed Assets Gross Block Depreciation Net Book Value Particulars Upto On Upto Transition Adjustment recorded On Upto 31st March, Additions Withdrawals & 31st March, Additions Withdrawals & 31st March, 31st March, For the year Withdrawals & 31st March, against surplus balance in For the year Withdrawals & 31st March, 31st March, 31st March, 31st March, 2013 adjustments 2014 adjustments adjustments 2014 Statement of Profit & Loss adjustments Tangible assets Land Freehold 42,28,08,227 42,28,08,227 42,28,08,227 42,28,08,227 42,28,08,227 42,28,08,227 Buildings Freehold 1,10,04,119 1,10,04,119 1,10,04,119 29,29,165 1,79,367 31,08,532 1,71,920 32,80,452 77,23,667 78,95,587 80,74,954 Plant and Equipment 57,783 57,783 57,783 39,620 2,377 41,997 9,105 1,502 52,604 5,179 15,786 18,163 TOTAL 43,38,70,129 43,38,70,129 43,38,70,129 29,68,785 1,81,744 31,50,529 9,105 1,73,422 33,33,056 43,05,37,073 43,07,19,600 43,09,01,344 (Amounts in ` ) The above includes following assets given on operating lease, which are not non-cancellable and are usually renewable by mutual consent on mutually agreeable terms: 31st March, st March, 2014 Particulars Gross Block Accumulated Net Block Depreciation Gross Block Accumulated Net Block Depreciation Depreciation charge Depreciation charge for the year for the year Buildings (#) 1,10,04,119 32,80,452 77,23,667 1,71,920 1,10,04,119 31,08,532 78,95,587 1,79,367 TOTAL 1,10,04,119 32,80,452 77,23,667 1,71,920 1,10,04,119 31,08,532 78,95,587 1,79,367 (#) The lease rental of ` 25,20,000/- ( ` 22,50,000/-) is included in Lease Rental income under Other income (Note 16) 31

10 NOTES TO THE FINANCIAL STATEMENTS (Contd.) 8 Non-current investments (at cost unless stated otherwise) Long term TRADE INVESTMENTS (Unquoted) INVESTMENTS IN EQUITY INSTRUMENTS Classic Infrastructure & Development Limited 6,63,26,700 6,63,26,700 16,50,000 Equity Shares of ` each, fully paid up TOTAL 6,63,26,700 6,63,26, Deferred tax assets On fiscal allowances on fixed assets 15,253 10,851 On employees' separation and retirement etc. 5,44,683 5,24,449 TOTAL 5,59,936 5,35, Long-term loans and advances Unsecured, considered good Security deposits 1,55,000 1,55,000 Project advances 32,90,278 32,90,278 Advance Tax (net of provisions) 1,88,554 17,05,843 Advances to employees 34,250 TOTAL 36,33,832 51,85, Other non-current assets Unsecured, considered good Payments towards land / project development (*) 1,23,71,911 1,23,71,911 TOTAL 1,23,71,911 1,23,71,911 (*) Suit for partition of land is pending. The Company does not foresee any financial impact of the suit. 12. Current investments (at lower of cost and fair value) Investment in Mutual Funds (Unquoted) Birla Sun Life Floating Rate Fund - Long Term 3,37,87,143 3,13,59,027 2,01,946 (2014-3,13,438) units of ` each Franklin India Treasury Management Account - Super Institutional Plan 3,96,00,000 18,996 ( Nil) units of ` each HDFC Liquid Fund 1,73,00,000 6,27,792 ( Nil) units of ` each ICICI Prudential Money Market Fund 3,98,01,297 Nil (2014-3,97,498) units of ` each Reliance Liquidity Fund 80,41,437 Nil (2014-8,037) units of ` each TOTAL 9,06,87,143 7,92,01, Cash and bank balances Cash and cash Balances with Banks Current accounts 11,67,177 6,92,276 Cheques on hand 2,75,630 Cash on hand 20,000 6,764 TOTAL 11,87,177 Cash and cash equivalents include cash on hand, cheques on hand and cash at bank. 14. Short-term loans and advances Unsecured, considered good Advances to employees 34,250 88,800 Prepaid expenses 1,26,637 1,06,165 Advance towards gratuity fund 19,873 Balances with Statutory authorities Service tax credit receivable 12,360 28,046 TOTAL 1,73,247 2,42,884 For the year ended For the year ended 15. Revenue from operations Sale of services 2,52,02,451 2,47,48,139 TOTAL 2,52,02,451 2,47,48,139 For the year ended For the year ended 16. Other income Dividend income from current investments 32,24,122 50,20,493 Lease Rental income 35,20,000 32,50,000 Net Gain on sale of current investments 30,57,851 53,036 Interest on income tax refund 76,960 TOTAL 98,78,933 83,23,529 For the year ended For the year ended 17. Employee benefits expense Salaries and wages 86,39,637 89,99,915 Contribution to provident and other funds 12,60,561 8,95,322 Staff welfare expenses 5,20,959 5,91,623 TOTAL 1,04,21,157 1,04,86,860 For the year ended For the year ended 18. Other expenses Rates and taxes 54,406 45,796 Insurance 3,696 3,297 Travelling and conveyance 16,608 10,655 Professional/Legal fees 24,36,405 43,86,761 Auditors' remuneration and expenses* Audit fees 1,00,000 90,000 Tax audit fees 50,000 50,000 Fees for other services 12,000 12,000 Reimbursement of expenses 126 3,149 Directors' sitting fees 80,000 Communication expenses 4,551 6,744 Miscellaneous expenses 35,163 65,419 TOTAL 27,92,955 46,73,821 * Excluding taxes. For the year ended For the year ended 19. Tax expense Current tax Income tax for the year 30,00,000 18,00,000 30,00,000 18,00,000 Deferred tax for the year (21,823) 42,593 (21,823) 42,593 TOTAL 29,78,177 18,42, Additional notes to the Financial Statements i. Earnings per share Earnings per share has been computed as under : (a) Profit for the year 1,03,59,176 86,61,852 (b) Weighted average number of Equity shares outstanding 4,20,60,166 4,20,60,166 (c) Earnings per share on profit for the year (Face Value - ` per share) - Basic and Diluted [(a)/(b)] ` 0.25 ` 0.21 ii. Segment Reporting The Company operates in a single business segment namely property maintenance and in a single geographical segment in India. iii. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at 31st March, This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. iv. Related Party Disclosures: a) Relationship: Ultimate Holding Company :- ITC Limited Holding Company :- Russell Credit Limited Fellow Subsidiary Company :- Landbase India Limited Employee Trusts where there is significant influence: Greenacre Holdings Limited Provident Fund Greenacre Holdings Limited Gratuity Fund Key Management Personnel Mr. R. Tandon Non - Executive Chairman Mr. S. Banerjee Independent Director (w.e.f ) Mr. S. Dutta Non - Executive Director Ms. A. Guhamallick Independent Director (w.e.f ) Mr. A. Nayak Non - Executive Director Mr. M. Seth Chief Financial Officer (CFO) (w.e.f ) Mr. R. Varma Manager and Company Secretary (w.e.f ) Ms. K. Pansari Manager and Company Secretary (till ) 32

11 NOTES TO THE FINANCIAL STATEMENTS (Contd.) GREENACRE HOLDINGS LIMITED (b) DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDING BALANCES AS AT RELATED PARTY TRANSACTION SUMMARY Ultimate Holding Company Fellow Subsidiary Company (Amount in `) Employee Trusts Key Management Personnel Rent Received 24,40,000 24,40, Purchase of Services 40, Sale of Services 2,52,02,451 2,47,48, Expenses Recovered 3,43,288 2,83, Expenses Reimbursed - 1,500 25,648 Landbase India Limited 22, Remuneration of Managers on Deputation Reimbursed (For CFO) 4,93, Contribution to Greenacre Holdings Limited Provident Fund 5,27,703 5,27, Contribution to Greenacre Holdings Limited Gratuity Fund 4,82,387 55, Remuneration to Key Management Personnel Ms. Anjali Prasad 19,38,324 Ms. Komal Pansari 2,45,229 2,28,100 Mr. Ravi Varma 3,46, Directors' Sitting Fees: Mr. S. Banerjee 40,000 Ms. A. Guhamallick 40, Deposits Received during the year 4,00, Balances as at 31st March i) Deposits Taken 2,24,00,000 2,24,00,000 ii) Payable Directors' Sitting Fees: Mr. S. Banerjee 10,000 Ms. A. Guhamallick 10,000 v. Defined Benefit Plans / Long Term Compensated Absences - As per Actuarial Valuations as at 31st March, 2015 and recognised in the financial statements in respect of Employee Benefit Schemes: I. Components of Employer Expenses For the year ended For the year ended Gratuity Leave Gratuity Leave Encashment Encashment Funded Unfunded Funded Unfunded 1. Current Service Cost 1,86,444 97,396 2,07,653 1,14, Interest Cost 1,60,018 1,13,066 2,16,540 1,59, Expected Return on Plan Assets (1,75,716) (2,58,833) 4. Curtailment Cost/(Credit) 5. Settlement Cost/(Credit) 6. Past Service Cost 7. Actuarial Losses/(Gains) 5,62,112 1,20,961 2,02,024 72, Total expense recognised in the Statement of Profit and Loss 7,32,858 3,31,423 3,67,384 3,45,832 The Gratuity expenses have been recognized in "Contribution to provident and other funds" and Leave Encashment in "Salaries and wages" under Note 17. II. Actual Returns 2,43,174 2,21,225 III. Net Asset/(Liability) recognised in Balance Sheet 1 Present Value of Defined Benefit Obligation (22,46,244) (15,32,132) (24,99,091) (17,17,117) 2 Fair Value of Plan Assets 20,15,646 25,18,964 3 Status [Surplus/(Deficit)] (2,30,598) (15,32,132) 19,873 (17,17,117) 4 Unrecognised Past Service Cost 5 Net Asset / (Liability) recognised in Balance Sheet (2,30,598) (15,32,132) 19,873 (17,17,117) IV. Change in Defined Benefit Obligation (DBO) 1 Present Value of DBO at the beginning of the year 24,99,091 17,17,117 29,01,509 21,62,678 2 Current Service Cost 1,86,444 97,396 2,07,653 1,14,197 3 Interest Cost 1,60,018 1,13,066 2,16,540 1,59,028 4 Curtailment Cost/(Credit) 5 Settlement Cost/(Credit) 6 Plan Amendments 7 Past Service Cost 8 Actuarial (Gains)/Losses 2,69,365 1,20,961 1,64,415 72,607 9 Benefits Paid (8,68,674) (5,16,408) (9,91,026) (7,91,393) 10 Present Value of DBO at the end of the year 22,46,244 15,32,132 24,99,091 17,17,117 V. Best Estimate of Employer's Expected Contribution for the next year 4,80,000 VI. Change in Fair Value of Assets 1 Plan Assets at the beginning of the year 25,18,964 32,32,883 2 Acquisition Adjustment 3 Expected Return on Plan Assets 1,75,716 2,58,833 4 Actuarial Gains/(Losses) (2,92,747) (37,609) 5 Actual Company Contributions 4,82,387 55,883 6 Benefits Paid (8,68,674) (9,91,026) 7 Plan Assets at the end of the year 20,15,646 25,18,964 33

12 NOTES TO THE FINANCIAL STATEMENTS (Contd.) VII. Actuarial Assumptions 34 For the year ended For the year ended Gratuity Leave Gratuity Leave Encashment Encashment Funded Unfunded Funded Unfunded 1 Discount Rate (%) Expected Return on Plan Assets (%) The estimates of future salary increases, considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market. VIII. Major Category of Plan Assets as a % of the Total Plan Assets 1 Government Securities/Special Deposit with RBI 2 High Quality Corporate Bonds 3 Insurance Companies* 100% 100% 4 Mutual Funds 5 Cash and Cash Equivalents 6 Term Deposits 21. Significant Accounting Policies IT IS CORPORATE POLICY Convention To prepare financial statements in accordance with applicable Accounting Standards in India. A summary of important accounting policies is set out below. The financial statements have also been prepared in accordance with relevant presentational requirements of the Companies Act, Basis of Accounting To prepare financial statements in accordance with the historical cost convention. All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria as set out in Schedule III to the Companies Act, 2013 based on the nature of services and the time between the acquisition of assets for processing and their realization in cash and cash equivalents. Fixed Assets To state Fixed Assets at cost of acquisition inclusive of inward freight, duties and taxes and incidental expenses related to acquisition. Expenses capitalized also include borrowing costs, if any. To charge off as revenue expenditure, all upgradation/enhancements unless they bring similar significant additional benefits. Depreciation To calculate depreciation on Fixed Assets, on 'Straight Line' basis over the useful lives specified in Schedule II to the Companies Act, Investments To state Current Investments at lower of cost and fair value; and Long Term Investments at cost. Where applicable, provision is made to recognise a decline, other than temporary, in valuation of Long Term Investments. Revenue Recognition To recognize revenue at the time of rendering of services net of taxes recovered from customers. Investment Income To account for Income from Investments on an accrual basis, inclusive of related tax deducted at source. To account for Income from Dividends when the right to receive such dividends is established. * In the absence of detailed information regarding plan assets which is funded with Insurance Company, the composition of each major category of plan assets, the percentage or amount for each category to the fair value of plan assets have not been disclosed. IX. Basis used to determine the Expected Rate of Return on Plan Assets The expected rate of return on plan assets is based on expectation of the average long term rate of return expected to prevail over the estimated term of the obligation on the type of the investments assumed to be held by Life Insurance Corporation of India (LIC), since the fund is managed by LIC. X. Net Asset / (Liability) recognised in Balance Sheet (including experience adjustment) For the year ended For the year ended For the year ended For the year ended For the year ended 31st March, st March, st March, 2011 Gratuity Leave Gratuity Leave Gratuity Leave Gratuity Leave Gratuity Leave Encashment Encashment Encashment Encashment Encashment Funded Unfunded Funded Unfunded Funded Unfunded Funded Unfunded Funded Unfunded Present Value of Defined Benefit Obligation 22,46,244 15,32,132 24,99,091 17,17,117 29,01,509 21,62,678 28,42,884 20,49,819 27,27,984 19,41,994 Fair Value of Plan Assets 20,15,646 25,18,964 32,32,884 29,73,180 23,58,462 Status [Surplus/ (Deficit)] (2,30,598) (15,32,132) 19,873 (17,17,117) 3,31,375 (21,62,678) 1,30,296 (20,49,819) (3,69,522) (19,41,994) Experience Adjustment of Plan Assets [Gain / (Loss)] (3,21,088) (2,66,267) (3,684) (8,203) (61,732) Experience Adjustment of Obligation [(Gain) / Loss] 77,294 (25,137) 4,63,285 2,15,253 (1,40,706) (69,488) (1,07,738) (66,852) 6,41,666 (4,49,894) - Amounts towards Defined Contribution Plans have been recognized under 'Contribution to provident and other funds' in Note 17 - ` 5,27,703/- ( ` 5,27,938/-) vi. Pursuant to the enactment of the Companies Act, 2013 (the Act ), the Company has, effective 1st April 2014, reviewed and revised the estimated useful lives of its fixed assets in accordance with the provisions of Schedule II of the Act. In respect of assets, whose useful life is exhausted as at 1st April, 2014, the related carrying amount aggregating to ` 6,292 (net of deferred tax of ` 2,813) has been adjusted against opening balance of Surplus in the Statement of Profit and Loss. The consequential impact on the depreciation charged to the Statement of Profit and Loss during the year on account of the aforesaid change in useful lives is not material. vii. Previous Year s figures have been regrouped / re-classified, where necessary to correspond with the current year s classification/disclosure. Method of Accounting - Projects To recognize revenue on projects using percentage of completion method of accounting, if work completed can be reasonably estimated. Employee Benefits To make regular monthly contributions to Provident Fund which are in the nature of defined contribution schemes and such paid/payable amounts are charged against revenue. To administer such funds through duly constituted and approved independent trusts. To determine the liabilities towards gratuity and employee leave encashment by an independent actuarial valuation as per the requirements of Accounting Standard-15 on "Employee Benefits". To determine actuarial gains or losses and to recognise such gains or losses immediately in the Statement of Profit and Loss as income or expense. Lease Rentals To accrue Rentals in respect of leased properties in the Statement of Profit and Loss. Taxes on Income To provide Current tax as the amount of tax payable in respect of taxable income for the period, measured using the applicable tax rates and tax laws. To provide Deferred tax on timing differences between taxable income and accounting income subject to consideration of prudence, measured using the tax rates and tax laws that have been enacted or substantially enacted by the Balance Sheet date. Not to recognize Deferred tax assets on unabsorbed depreciation and carry forward of losses unless there is virtual certainty that there will be sufficient future taxable income available to realise such assets. A. NAYAK Director R. TANDON Chairman M. SETH Chief Financial Officer R. VARMA Manager & Company Secretary Kolkata, 28th April, 2015 On behalf of the Board