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RUSSELL CREDIT LIMITED

Russell Credit Limited 2 Greenacre Holdings Limited 30

ITC Infotech India Limited 54 ITC Infotech Limited 85 ITC Infotech (USA), Inc. 98 Indivate Inc. 104

Srinivasa Resorts Limited 107Fortune Park Hotels Limited 134Bay Islands Hotels Limited 157WelcomHotels Lanka Pvt. Ltd. 175

Landbase India Limited 180

Technico Agri Sciences Limited 208

Technico Pty Limited 239 Technico Technologies Inc. 248 Technico Asia Holdings Pty Limited 252 Technico Horticultural (Kunming) Company Limited 257

Surya Nepal Private Limited 266

Gold Flake Corporation Limited 282

ITC Investments & Holdings Limited 300 MRR Trading & Investment Company Limited 308

North East Nutrients Pvt. Ltd. 318

Wimco Limited 344

Prag Agro Farm Limited 368

Pavan Poplar Limited 381

S U B S I D I A R Y C O M P A N I E S

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REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

1. Your Directors submit their Report for the nancial year ended 31st March, 2017.

2. ECONOMIC ENVIRONMENT

The Indian economy is estimated to grow by 7.1% in real terms during 2016-17 as against a growth of 7.9% in 2015-16. Gross Value Added (GVA) growth (at basic prices) is expected at 6.7% in 2016-17, against 7.8% in 2015-16. Economic indicators such as credit off-take, capacity utilisation and investments continue to point to weakness in the broader economy, although in ation and Current Account De cit remained in the comfort zone aided, inter-alia, by low crude oil prices. The Governments commitment to contain the Fiscal De cit also helped maintain macro-economic stability.

Services sector growth slowed in 2016-17, especially post demonetisation from November 2016 onwards. While Industry growth gures indicated signs of recovery, other measures (e.g. IIP) continued to re ect muted growth. Agriculture growth was positively impacted by normal monsoon after 2 consecutive years of poor rainfall.

Sustained macro-economic stability, including decline in headline in ation, led to RBI continuing with its accommodative Monetary Policy to stimulate economic growth. The Central Bank cut Policy interest rates by 50 bps in the rst half of the nancial year, taking the aggregate cuts to 175 bps since January 2015. Further, to facilitate better transmission of interest rate cuts, the RBI, at the beginning of the nancial year, shifted its Monetary Policy stance to progressively reduce li uidity de cit in the Banking system and bring it to a position closer to neutrality. In response to liquidity measures from the RBI, market interest rates started to decline. However, the withdrawal of speci ed bank notes during the year resulted in signi cant increase in banking system liquidity and led to steep fall in market interest rates and bank deposit / lending rates.

However, bank credit growth continues to remain tepid despite fall in borrowing costs. This alongwith Central Governments commitment to scal prudence and continuation of monetary stimulus by Central Banks

in Europe and Japan are expected to push market interest rates further lower. However, trajectory of monsoon in 2017, rally in global commodity prices, persistence in core Consumer Price In ation which poses upside risks, volatility in currency markets and normalisation of monetary policy by global Central Banks can adversely in uence sentiment and cause market interest rates to remain range bound in nancial year 2017-18.

3. FINANCIAL PERFORMANCE

The overall performance of your Company has been satisfactory, despite decline in market interest rates. During the year, revenue from operations was lower by 21.54% to ` 4,627.64 lakhs (previous year: ` 5,898.34 lakhs). Income from debt market deployments by the Company was ` 2,597.81 lakhs (previous year: ` 3,655.03 lakhs), while revenue from equity market operations was 154.17 lakhs (previous year: 382.34 lakhs). Income from the Companys mutual fund distribution and leasing activities aggregated ` 907.27 lakhs during the year (previous year: ` 1,201.58 lakhs). Pro t Before Tax registered a decline of 25.37% to ` 4,860.95 lakhs while Net Pro t declined by 23.98% to ` 3,421.85 lakhs.

The nancial results of your Company, summarised, are as under:

For the year ended For the year ended 31st March, 2017 31st March, 2016 (` in lakhs) (` in lakhs)

a. Pro t Before Tax 4,860.95 6,513.09

Less : Tax Expense 1,439.10 2,011.87

b. Pro t After Tax 3,421.85 4,501.22

c. Add : Pro t brought forward 1,394.99 3,158.96 from previous years

d. Surplus available for Appropriation 4,816.84 7,660.18

e. Add : Adjustment pursuant to 81.66 the Scheme of Amalgamation [Refer Note 21(xi)(A) to the Financial Statements]

f. Less : Interim Dividend paid 4,525.35

g. Less : Income Tax on Interim Dividend 921.26

h. Less : Transferred to Special Reserve 684.37 900.24 under Section 45-IC of the Reserve Bank of India Act, 1934

i. Balance carried forward 4,132.47 1,394.99

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

During the year under review, there was no change in the composition of the Board of Directors (the Board) of your Company.

The present term of Mr. Sharad Jain, Manager and Company Secretary of the Company, will expire on 30th June, 2017. The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Tunal Kumar Ghosal as the Manager of the Company for a period of two years with effect from 1st July, 2017, in terms of the provisions of Sections 196 and 203 of the Companies Act, 2013 (the Act), subject to the approval of the Members of the Company. Appropriate resolution seeking your approval to Mr. Ghosals appointment as Manager is appearing in the Notice convening the ensuing Annual General Meeting (AGM) of the Company. Mr. Ghosal has also been appointed as the Company Secretary of the Company with effect from the said date.

(b) Declaration of Independence by Independent Directors

The Independent Directors of your Company have con rmed 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 uali cation of Directors) Rules, 2014.

(c)

As reported in earlier years, the attributes and quali cations of the Independent Directors provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and uali cation of Directors) Rules, 2014 were adopted by the Nomination and Remuneration Committee. The attributes and quali cations, as applicable, were also adopted in respect of the other Directors.

In terms of the Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, the Companys Policy for ascertaining t and proper criteria of Directors was approved by the Board. The Directors of the Company, other than the Independent Directors, are executives of ITC Limited, the Holding Company, and ful l the t and proper criteria for appointment as Directors. The Directors, other than the Independent Directors, are liable to retire by rotation and one-third of them retire every year and are eligible for re-election.

In accordance with the provisions of Section 152(6) of the Act, Mr. Supratim Dutta (DIN: 01804345), Director, will retire by rotation at the ensuing AGM of the Company, and being eligible, offers himself for re-election. Your Board has recommended his re-election.

(d) 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, as in the previous year, was based on criteria approved by the Nomination and Remuneration Committee. The Committee Chairmen placed before the Board, reports on functioning of respective Board Committees during the year.

(e)

Only the Independent Directors of the Company are paid sitting fees of ` 20,000/- and ` 10,000/-, respectively, for attending meetings of the Board and Committees thereof.

The Directors did not have any pecuniary relationship or transaction with the Company.

(f)

The Remuneration Policy of the Company for the Directors, Key Managerial Personnel and other employees, as approved by the Board, is enclosed as to this Report.

5. BOARD AND BOARD COMMITTEES

The ve Board Committees of the Company and their present composition is as follows:

Mr. R. Tandon (Chairman) Mr. B. B. Chatterjee (Chairman) Mr. P. Chatterjee Mr. P. Chatterjee Ms. A. Guhamallick Ms. A. Guhamallick Mr. R. Tandon

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Mr. R. Tandon (Chairman) Mr. R. Tandon (Chairman) Mr. B. B. Chatterjee Mr. B. B. Chatterjee Mr. P. Chatterjee Mr. Saradindu Dutta

Mr. R. Tandon (Chairman) Mr. Saradindu Dutta Mr. Supratim Dutta

During the year ended 31st March, 2017, the following meetings of the Board and Board Committees were held :

Board

6 27th April, 20163rd May, 201616th May, 201631st August, 201628th December, 201616th March, 2017

Audit Committee 5 3rd May, 201616th May, 201631st August, 201628th December, 201616th March, 2017

Nomination and Remuneration Committee

1 3rd May, 2016

CSR Committee 2 3rd May, 201616th March, 2017

Asset Liability Management Committee

2 31st August, 201616th March, 2017

Risk Management Committee 2 31st August, 201616th March, 2017

The attendance of Directors of the Company at the Board and Board Committee meetings held during the year is given below:

Sl. No. Board Audit

and CSR Asset Liability Risk

Manage

1. Mr. R. Tandon 6 5 1 2 2 2

2. Mr. B. B. Chatterjee 6 N.A. 1 2 2 N.A.

3. Mr. P. Chatterjee 5 4 1 2 N.A. N.A.

4. Mr. Saradindu Dutta 5 N.A. N.A. N.A. 1 1

5. Mr. Supratim Dutta 6 N.A. N.A. N.A. N.A. 2

6. Ms. A. Guhamallick 6 5 1 N.A. N.A. N.A.

6. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors con rm 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 nancial year and of the pro t of the Company for that period;

iii) taken proper and suf cient care for the 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 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. NBFC REGULATIONS

The disclosures as required under the Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, are provided in the Notes to the Financial Statements of the Company and the Schedule required in terms of Para 18 of the aforesaid Directions is appended to the Balance Sheet.

8. SUBSIDIARY AND ASSOCIATES

The statement in Form No. AOC-1 containing the salient features of the nancial statements of the Companys subsidiary and associates is attached

to the Financial Statements of the Company.

The Company, being an intermediate wholly owned subsidiary, is not required to prepare Consolidated Financial Statements. However, brief details of the performance and nancial position of the Companys subsidiary and associates are given below:

(` in lakhs)

(` in lakhs)

(` in lakhs)

(` in lakhs)

Greenacre Holdings Limited 634.42 490.23 225.38 162.84

International Travel House Limited 20,573.72 20,004.49 1,117.24 960.63

Divya Management Limited 52.26 41.62 20.50 15.14

Antrang Finance Limited 29.75 30.66 9.33 10.36

Russell Investments Limited 372.19 321.54 278.47 224.78

Maharaja Heritage Resorts Limited 349.23 372.85 (76.57) (45.50)

9. HUMAN RESOURCES

Human Resources Development (HRD) practices in your Company are aligned with those of ITC Limited and are guided by the principles of relevance, consistency and fairness. A productive workplace has been and remains a key requirement for successful business performance of your Company. The Company believes that HRD strategies and practices will continue to provide competitive advantage to the Company. In addition to the Key Managerial Personnel, the Company had nine employees as on 31st March, 2017.

The details of top ten employees of the Company in terms of remuneration drawn, as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in

to this Report.

10. RISK MANAGEMENT

The Companys risk management framework, designed to bring robustness to the risk management processes in the Company, addresses risks intrinsic to operations, nancials and compliances arising out of the overall strategy of the Company.

Management of risks vest with the executive management which is responsible for the day-to-day conduct of the affairs of the Company, within the overall framework approved by the Board. The Internal Auditor of the Company, the Internal Audit Department of ITC Limited, periodically carries out risk focused audits with the objective of identifying areas where risk management processes could be strengthened. The Risk Management Committee of the Board constituted in terms of the Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 periodically reviews the risk management framework of the Company, with the objective of addressing the existing and emerging challenges in a dynamic business environment. The Audit Committee and the Board annually review the effectiveness of the Companys risk management systems and policies.

11. INTERNAL CONTROL SYSTEMS

Your Company has in place adequate internal control systems with respect to its operations, compliances as also internal nancial controls with respect to the nancial statements, commensurate with its size and scale of operations. The Internal Auditor periodically evaluates the adequacy and effectiveness of internal control systems in the Company. The Audit Committee which provides guidance on internal controls, also reviews internal audit ndings and implementation of internal audit recommendations.

During the year, the internal nancial controls in the Company with respect to the nancial statements were tested and no material weakness in the design or operation of such controls was observed. Nonetheless, your Company recognises that any internal nancial 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.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR Activities of the Company in terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as to this Report.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The requirements of Section 186 of the Act relating to loans, guarantees and investments are not applicable to the Company.

14. RELATED PARTY TRANSACTIONS

The Policy on dealing with Related Party Transactions of the Company, as approved by the Board, is enclosed as to this Report.

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The details of material related party transactions of the Company in the prescribed Form No. AOC-2 are enclosed under to this Report.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no signi cant or material orders were passed by the Regulators / Courts / Tribunals impacting the going concern status of the Company and its future operations.

16. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the prescribed Form No. MGT-9 is enclosed as to this Report.

17. AUDITORS

(a) Statutory Auditors

The Companys Statutory Auditors, Messrs. A. F. Ferguson & Co., Chartered Accountants (AFF), were appointed at the Twentieth AGM to hold such of ce till the conclusion of the Twenty-Fifth AGM. On the recommendation of the Audit Committee and pursuant to Section 139 of the Act, your Board has recommended for the rati cation of the Members, appointment of AFF from the conclusion of the ensuing AGM till the conclusion of the Twenty-Fourth AGM. On the recommendation of the Audit Committee and pursuant to

Section 142 of the Act, the Board has also recommended for the approval of the Members, remuneration of AFF for the nancial year 2017-18. Appropriate resolution in respect of the above is appearing in the Notice convening the ensuing AGM of the Company.

(b) Secretarial Auditor

Your Board appointed Messrs. Anjan Kumar Roy & Co., Company Secretaries, to conduct secretarial audit of the Company for the nancial year ended 31st March, 2017. The Report of Messrs. Anjan

Kumar Roy & Co. in terms of Section 204 of the Act is enclosed as to this Report.

18. 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.

During the year under review, there has been no foreign exchange earnings or out ow.

On behalf of the Board

R. Tandon Chairman

Dated : 3rd May, 2017 Saradindu Dutta Director

The Companys 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 Companys 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 Companys goals.

POLICY

It is the Companys 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 Companys 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 Companys values and culture and to implement them in a manner that complies with all relevant regulatory requirements.

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 xed elements of remuneration and bene ts, 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 / subsidiary / fellow subsidiary / associate companies, is aligned to the Remuneration Policy of that company.

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. Independent Directors are also entitled to reimbursement of expenses for attending meetings of the Board and Board Committees and General Meetings.

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 Companys business, as well as the track record of the individual employee.

3. Variable Pay is based on the performance rating of the individual employee.

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6


[Section 135 of the Companies Act, 2013 read with the

Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. A brief outline of the Companys CSR Policy, including overview of projects or programs proposed to be undertaken

The Company, a wholly owned subsidiary of ITC Limited (ITC), discharges its corporate social responsibilities (CSR) by aligning itself with the CSR Policy of ITC.

The Company undertakes CSR activities:

as listed in Schedule VII to the Companies Act, 2013, in line with the CSR initiatives of ITC and as approved by the CSR Committee of the Company;

directly or through a registered trust or a registered society or a company established under Section 8 of the Companies Act, 2013.

The Company may collaborate with ITC or other companies for undertaking CSR activities.

2. Composition of the CSR Committee Mr. R. Tandon (Chairman)Mr. B. B. ChatterjeeMr. P. Chatterjee

3. Average net pro ts of the Company for last three nancial years ` 5,512.82 lakhs 4. Prescribed CSR expenditure (2% of the amount stated under 3 above) ` 110.26 lakhs5. Details of CSR spends during the

nancial year:a) Total amount to be spent for the nancial yearb) Amount unspent, if any

` 111 lakhsNil

c) Manner in which the amount spent during the nancial year is detailed below:

Sl. No.

CSR project or activity

Sector in which the project is covered

Projects or

(1) Local area or other

(2) Specify the State and district where projects or

undertaken

outlay (Budget) project or

wise(2) Overheads

upto the reporting period

Direct or through

agency

1. Contribution to ITC Rural Development Trust

Undertaking rural development projects [covered under Clause (x) of Schedule VII to the Companies Act, 2013]

N.A. ` 111 lakhs ` 111 lakhs ` 111 lakhs Implementing Agency ITC Rural Development Trust, Kolkata

The CSR Committee of the Board has con rmed that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.


R. Tandon Chairman CSR CommitteeDated : 3rd May, 2017 Saradindu Dutta Director

Policy on dealing with Related Party Transactions

1. The Company shall not enter into any contract or arrangement with a related party without the approval of the Audit Committee.

2. The Audit Committee may, in the interest of the conduct of affairs of the Company, grant omnibus approval for related party transactions that are repetitive in nature, provided that the aggregate value of transactions which can be approved by the Committee in a nancial year under the omnibus route shall not exceed 5% of the revenue of operations of the Company as per its last audited nancial statements, with the value of each such transaction not exceeding 1% of the revenue of operations.

3. While assessing a proposal for approval under the omnibus route, the Audit Committee to satisfy itself on the need for such approval and that the same is in the interest of the Company. For this purpose, the following shall be placed before the Audit Committee while seeking omnibus approval:

(a) The name(s) of the related party and the nature and duration of the transaction;

(b) The maximum amount that can be transacted;

(c) The indicative base price / current contracted price and the formula for variation in the price, if any; For this purpose, (i) price will mean the estimated money consideration under a contract of sale or purchase of goods or services, net of applicable taxes such as Sales Tax / Value Added Tax / Service Tax and (ii) the formula for variation of the price to be based on one of the globally accepted methods of establishing arms length pricing such as Comparable Uncontrolled Price (CUP), Cost Plus, Transaction Net Margin and Resale Price Method.

(d) Any other information relevant or important for the Audit Committee to take a decision on the proposed transaction.

4. The Audit Committee shall review, at least on a half-yearly basis, the details of related party transactions entered into by the Company pursuant to the omnibus approval; such omnibus approval to be valid for the nancial year.

5. Where the need for related party transactions cannot be foreseen and the details mentioned in (3) above are not available, the Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding ` 50 lakhs per transaction.

7


[Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

a) Name(s) of the related party and nature of relationship

NIL

b) Nature of contracts / arrangements / transactionsc) Duration of the contracts / arrangements / transactionsd) Salient terms of the contracts or arrangements or transactions including the value,

if anye) Justi cation for entering into such contracts or arrangements or transactionsf) Date(s) of approval by the Boardg) Amount paid as advances, if anyh) Date on which the special resolution was passed in general meeting as required

under rst proviso to Section 188

a) Name(s) of the related party and nature of relationship North East Nutrients Private Limited (NENPL), fellow subsidiary

b) Nature of contracts / arrangements / transactions Secured inter-corporate loan of ` 800 lakhs to NENPL

c) Duration of the contracts / arrangements / transactions Not exceeding one year from 21st January, 2016

d) Salient terms of the contracts or arrangements or transactions including the value, if any

Secured by hypothecation of NENPLs movable xed assets, inventory and receivables

Interest payable on quarterly basis 12% per annum

e) Date(s) of approval by the Board, if any The Board of Directors of the Company at the meeting held on 18th December, 2014 delegated the power to two Directors to grant inter-corporate loans to fellow Indian subsidiaries

f) Amount paid as advances, if any Nil


R. Tandon Chairman


6. Transactions of the following nature are not to be subjected to the omnibus approval mechanism:

(a) Transactions which are not in the ordinary course of business or not at arms length;

(b) Transactions exceeding the threshold limits speci ed in (2) above;

(c) Transactions which are not repetitive or not unforeseen in nature;

(d) Transactions in respect of sale or disposal of any undertaking of the Company.

7. As the term transaction has not been de ned in the Companies Act, 2013 and the Rules framed thereunder, it will mean a single transaction or a group of transactions under a single contract or arrangement in line with the de nition prescribed for listed companies under the SEBI Regulations.

8. In the event any contract or arrangement with a related party is not in the ordinary course of business or not at arms length, the Company shall comply with the provisions of the Companies Act, 2013 and the Rules framed thereunder and obtain approval of the Board and / or shareholders, as applicable, for such contract or arrangement.

9. The requisite details of (a) material related party transactions and (b) related party transactions which are not at arms length, shall be disclosed in the Annual Report in terms of the Companies Act, 2013 & the Rules framed thereunder and the RBI Regulations.

For this purpose, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a nancial year, exceeds 10% of the revenue of operations of the Company as per its last audited nancial statements.

8


EXTRACT OF ANNUAL RETURN

[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 : U65993WB1994PLC061684

ii) Registration Date : 1st February, 1994

iii) Name of the Company : Russell Credit Limited

iv) Category / Sub-Category of the Company : Unlisted Public Company limited by shares

v) Address of the Registered of ce and contact details : Virginia House37 J. L. Nehru RoadKolkata 700 071Phone: 033 2288 4086 / 6228 / 1946Fax: 033 2288 9980e-mail ID : RussellCredit.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. NIC Code of the product / service

1. Other nancial service activities:

Interest Income from Bonds

Interest Income from Loans

Net pro t on sale of stock-in-trade

64990

35.47%

20.93%

20.67%

2. Brokerage Income 66120 10.08%

III. PARTICULARS OF HOLDING, SUBSIDIARIES AND ASSOCIATE COMPANIES

Sl. No. CIN / GLN Holding / Subsidiary / Associate

% of shares held in Applicable Section

1. ITC LimitedVirginia House37 Jawaharlal Nehru RoadKolkata 700 071

L16005WB1910PLC001985 Holding company 100.00% 2(46)

2. Greenacre Holdings Limited ITC Centre37 J. L. Nehru RoadKolkata 700 071

U55202WB1986PLC049467 Subsidiary company 100.00% 2(87)

3. International Travel House LimitedTravel House, T-2Community CentreSheikh Sarai, Phase INew Delhi 110 017

L63040DL1981PLC011941 Associate company 45.36% 2(6)

4. Divya Management Limited8/2 Kiron Sankar Roy Road2nd oor, Room No. 28Kolkata 700 001

U51109WB1995PLC069518 Associate company 33.33% 2(6)

5. Antrang Finance Limited4 Ripon Street, 2nd FloorKolkata 700 016


6. Russell Investments Limited21 Prafulla Sarkar StreetKolkata 700 072


7. Maharaja Heritage Resorts Limited25, Community Centre, Basant Lok, Vasant ViharNew Delhi 110 057

U74899DL1995PLC099649 Associate company 25.00% 2(6)

9


IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i)

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

Physical Total % of Total

Shares

Physical Total % of Total Shares

(1) Indian

a) Individual/HUF N.A.

b) Central Govt. N.A.

c) State Govt.(s) N.A.

d) Bodies Corp. 67,28,76,577 67,28,76,577 100.00 67,28,76,577 67,28,76,577 100.00 Nil

e) Banks / FI N.A.

f) Any Other N.A.

67,28,76,577 67,28,76,577 100.00 67,28,76,577 67,28,76,577 100.00 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.

N.A.

Total shareholding of 67,28,76,577 67,28,76,577 100.00 67,28,76,577 67,28,76,577 100.00 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.

N.A.

(2)

a) Bodies Corp.

i) Indian N.A.

ii) Overseas N.A.

b) Individuals i) Individual shareholders holding nominal share capital upto ` 1 lakh ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

N.A.

N.A.

c) Others (specify) N.A.

N.A.

Total Public Shareholding N.A.

C. Shares held by Custodian for GDRs & ADRs

N.A.

67,28,76,577 67,28,76,577 100.00 67,28,76,577 67,28,76,577 100.00 Nil

(ii)

Sl. No. Shareholders Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding

during the year

No. of Shares % of total Shares of the

% of Shares pledged /

total Shares

No. of Shares % of total Shares of the

% of Shares pledged /

total Shares

1. ITC Limited 67,28,76,577 100.00 Nil 67,28,76,577 100.00 Nil Nil

10


(iii)

Sl. No.

Shareholding at the beginning of the yearNo. of Shares % of total Shares of No. of Shares % of total Shares of

At the beginning of the year

No change during the yearDate wise Increase / Decrease in Promoters Shareholding during the yearAt the end of the year

(iv) NOT APPLICABLE

(v) Shareholding of Directors and Key Managerial Personnel: None of the Directors and Key Managerial Personnel hold any share in the Company in their individual capacity.

V. INDEBTEDNESS

NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(` in lakhs)

Sl. No.

S. Jain

(refer Note)

1. Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 25.38

(b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 4.58

(c) Pro ts in lieu of salary under Section 17(3) of the Income-tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission - as % of pro t - others, specify

5. Others, please specify

29.96

Ceiling as per the Companies Act, 2013 (5 of the net pro ts of the Company computed in accordance with Section 198 of the said Act)

244.76

Note: Mr. S. Jain is on deputation from ITC Limited (ITC) and has been granted Stock Options by ITC under its Employee Stock Option Schemes at market price [within the meaning of the Securities and E change oard of India (Share ased Employee ene ts) Regulations, 2014]. Since such Options are not tradeable, no per uisite or bene t is immediately conferred upon him by such grant of Options, and accordingly the said grant has not been considered as remuneration.

(` in lakhs)

Sl. No.

Fee for attending Board and Board Committee meetings

Commission Independent Directors Meeting Fee

1. Independent Directors

P. Chatterjee 1.70 Nil 0.10 1.80

A. Guhamallick 1.80 0.10 1.90

3.50 0.20 3.70

2.

R. Tandon Nil Nil Nil Nil

B. B. Chatterjee

Saradindu Dutta

Supratim Dutta

Nil

3.70

33.66

Overall ceiling as per the Companies Act, 2013 (11 of the net pro ts of the Company computed in accordance with Section 198 of the said Act)

538.48

11


(` in lakhs)

Sl. No.

(refer Note)

1. Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 47.60

(b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 7.99

(c) Pro ts in lieu of salary under Section 17(3) of the Income-tax Act, 1961

2. Stock Option

3. Sweat Equity

4.

Commission - as % of pro t- others, specify

5. Others, please specify

55.59

Note: Mr. S. Suresh Kumar is on deputation from ITC Limited (ITC) and has been granted Stock Options by ITC under its Employee Stock Option Schemes at market price [within the meaning of the Securities and E change oard of India (Share ased Employee ene ts) Regulations, 2014]. Since such Options are not tradeable, no per uisite or bene t is immediately conferred upon him by such grant of Options, and accordingly the said grant has not been considered as remuneration.

Act, 2013 : None


R. Tandon Chairman


SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of

The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

Virginia House, 37, J.L. Nehru Road,Kolkata 700 071

1. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by (hereinafter called the Company) for the nancial year ended 31st March, 2017. Secretarial Audit was conducted in a

manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

2. On the basis of veri cation of the secretarial compliance and on the basis of secretarial audit of Companys books, papers, minute books, forms and returns led and other records maintained by the Company, as shown to us during the said audit and also based on the information provided by the Company, its of cers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion and to the best of our understanding, the Company has, during the audit period covering the nancial year ended on 31st March, 2017, complied with the statutory provisions listed hereunder and also that the Company has adequate Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

3.

(a) We have examined the secretarial compliance based on the books, papers, minute books, forms and returns led and other records maintained by the Company for the nancial year ended on 31st March, 2017 and as shown to us during our audit, according to the provisions of the following laws: (i) The Companies Act, 2013 (the Act) and the Rules made thereunder; (ii) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder, as applicable;(iii) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) viz. :-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) We have also examined the secretarial compliance based on the books, papers, forms and returns led and other records maintained by the Company for the nancial year ended on 31st March, 2017 according to the provisions of the following laws speci cally applicable to the Company and as shown to us during our audit:

(i) Systemically Important Non-Banking Financial (Non - Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 applicable till 31st August, 2016;

(ii) Non-Banking Financial Companies Corporate Governance (Reserve Bank) Directions, 2015, applicable till 31st August, 2016;(iii) Non- Banking Financial Company Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank)

Directions, 2016, with effect from 1st September, 2016;

(iv) Other RBI Regulations as applicable to Systemically Important Non-Deposit taking NBFCs.

12


(v) Reserve Bank of India and Securities and Exchange Board of India guidelines relating to Mutual Fund Advisor.

4. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India under Section 118 of the Companies Act, 2013.

5. On the basis of the audit as referred above and to the best of our knowledge, understanding and belief, we are of the view that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above in paragraph 3(a), 3(b) and paragraph 4 of this report.

6. We further report that,

a) The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors, in compliance with the applicable provisions of law. There has been no change in the composition of the Board of Directors of the Company during the period under review.

b) Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clari cations on the agenda items before the meeting and for meaningful participation at the meeting.

7. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

8. This Report is to be read with our letter of even date which is annexed as and forms an integral part of this Report.

For, ANJAN KUMAR ROY & CO.

ANJAN KUMAR ROY

Proprietor

Place : Kolkata FCS No. 5684

Date : 26/04/2017 CP. No. 4557

To,

Virginia House,

37, J.L. Nehru Road,

Kolkata 700 071

Our Secretarial Audit Report for the nancial year ended 31/03/2017 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The veri cation was done on test basis to ensure that correct facts are re ected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not veri ed the correctness and appropriateness of nancial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the veri cation of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the ef cacy or effectiveness with which the management has conducted the affairs of the Company.

For, ANJAN KUMAR ROY & CO.

ANJAN KUMAR ROY

Proprietor

Place : Kolkata FCS No. 5684

Date : 26/04/2017 CP. No. 4557

13


INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF RUSSELL CREDIT LIMITED

We have audited the accompanying nancial statements of RUSSELL CREDIT LIMITED (the Company), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Pro t and Loss and the Cash Flow Statement for the year then ended, and a summary of the signi cant accounting policies and other explanatory information.

The Companys 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 nancial statements that give a true and fair view of the nancial position, nancial performance and cash ows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act.

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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the nancial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these nancial statements based on our audit.

In conducting 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 of the nancial statements in accordance with the Standards on Auditing speci ed 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 nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the nancial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal nancial control relevant to the Companys preparation of the nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the nancial statements.

We believe that the audit evidence, obtained by us is suf cient and appropriate to provide a basis for our audit opinion on the nancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid nancial 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, 2017, and its pro t and its cash ows for the year ended on that date.

1. As required by Section 143 (3) of the Act, based on our audit we report, to the extent applicable 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 Pro t 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 nancial statements comply with the Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disquali ed as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal nancial controls over nancial reporting of the Company and the operating effectiveness

of such controls, refer to our separate Report in Annexure A. Our report expresses an unmodi ed opinion on the adequacy and operating effectiveness of the Companys internal nancial controls over nancial reporting.

g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 nancial position in its nancial statements in accordance with the generally accepted accounting practice - also refer Note 6 and Note 21(ii)(a) to the nancial 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.

iv. The Company has provided requisite disclosures in the nancial statements as regards its holding and dealings in Speci ed Bank Notes as de ned in the Noti cation S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management. Also refer Note 21 (v) to the nancial statements.

2. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure B a statement on the matters speci ed in paragraphs 3 and 4 of the Order.

For A. F. FERGUSON & CO Chartered Accountants

(Firms Registration No. 112066W)

Ketan VoraPlace: Kolkata PartnerDate: 3rd May, 2017 (Membership No. 100459)

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report of even date)Report on the Internal Financial Controls Over Financial Reporting

2013 (the Act)We have audited the internal nancial controls over nancial reporting of RUSSELL CREDIT LIMITED (the Company) as of 31st March, 2017 in conjunction with our audit of the nancial statements of the Company for the year ended on that date.

The Companys management is responsible for establishing and maintaining internal nancial controls based on the internal control over nancial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating effectively for ensuring the orderly

and ef cient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information, as required under the Companies Act, 2013.

Auditors ResponsibilityOur responsibility is to express an opinion on the Companys internal nancial controls over nancial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal nancial controls. Those Standards and the Guidance Note require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls over nancial reporting was established and maintained

and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls system over nancial reporting and their operating effectiveness. Our audit of

internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is suf cient and appropriate to provide a basis for our audit opinion on the

14


ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report of even date)(i) (a) The Company has maintained proper records showing full particulars,

including quantitative details and situation of property, plant and equipment.

(b) The property, plant and equipment were physically veri ed during the year by the management in accordance with a regular programme of veri cation which, in our opinion, provides for physical veri cation of all the property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such veri cation.

(c) With respect to immovable properties of acquired land and buildings that are freehold, according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed / court orders approving schemes of amalgamations provided to us, we report that, the title deeds, of such immovable properties are held in the name of the Company as at the balance sheet date.

(ii) The Company does not have any inventory and hence reporting under clause (ii) of the Order is not applicable.

(iii) The Company has not granted any loans, secured or unsecured, to companies, rms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. There are no unclaimed deposits under the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) Having regard to the nature of the Companys business / activities, reporting under clause (vi) of the Order is not applicable.

(vii) 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, Income-tax, Sales Tax, Service Tax, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. Customs Duty and Excise Duty are not applicable to the Company.

(b) Details of dues of Income-tax, Sales Tax, Service Tax and Value Added Tax which have not been deposited as on 31st March, 2017 on account of disputes are given below:

Nature of

Dues(` in

lakhs)

Period to which the

relatesis Pending

Various years

covering the period

Uttar Pradesh Value Added Tax erstwhile namely UP Trade Tax Act, 1948

Lease Tax

37.01 1996-97 to 1999-

2000

Joint Commissioner (A), Trade Tax, Kanpur

Income Tax Act, 1961 Income Tax

76.56 2001-02 Income Tax Appellate Tribunal, Mumbai

Tamil Nadu General Sales Tax Act & Central Sales Tax Act

Sales Tax

1.79 2003-04 Sales Tax Appellate Tribunal

Companys internal nancial controls system over nancial reporting.Meaning of Internal Financial Controls Over Financial ReportingA companys internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial control over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the nancial statements.

ReportingBecause of the inherent limitations of internal nancial controls over nancial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation of the internal nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal nancial controls system over nancial reporting and such internal nancial controls over nancial reporting were operating effectively as at 31st March, 2017, based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For A. F. FERGUSON & COChartered Accountants

(Firms Registration No. 112066W)Ketan Vora

Place: Kolkata PartnerDate: 3rd May, 2017 (Membership No. 100459)

Nature of

Dues(` in

lakhs)

Period to which the

relatesis Pending

Various years

covering the period


Sales Tax

19.24 2004-05 Commercial Tax Of cer


Sales Tax

24.25 2005-06 Commercial Tax Of cer

The Central Sales Tax Act Sales Tax

10.53 2005-06 Directorate of Commercial Taxes

Income Tax Act, 1961 Income Tax

19.50 2008-09 Income Tax Appellate Tribunal, Mumbai

Out of the total disputed dues aggregating ` 188.88 lakhs as above, ` 178.35 lakhs has been stayed for recovery by the relevant authorities.

(viii) The Company has not taken any loans or borrowings from nancial institutions, banks and government or has not issued any debentures. Hence reporting under clause (viii) of the Order is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its of cers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the nancial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and it has obtained the registration.

For A. F. FERGUSON & COChartered Accountants

(Firms Registration No. 112066W)

Ketan VoraPlace: Kolkata PartnerDate: 3rd May, 2017 (Membership No. 100459)

15


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017 For the year ended For the year ended Note 31st March, 2017 31st March, 2016 (` in lakhs) (` in lakhs)

Revenue from operations 16 4,627.64 5,898.34 Other income 17 1,339.07 1,165.28

Total Revenue 5,966.71 7,063.62

Employee bene ts expense 18 300.28 136.32

Depreciation expense 228.27 197.88

Other expenses 19 577.21 216.33

1,105.76 550.53

4,860.95 6,513.09

Current tax 20 1,600.07 2,015.00 Deferred tax 20 (160.97) (3.13)

3,421.85 4,501.22

Earnings per share (Face Value ` 10.00 each) 21(i) 0.53 0.70- Basic and Diluted (in `)

The accompanying notes 1 to 22 are an integral part of the Financial Statements.

In terms of our report attached

For A. F. Ferguson & Co. On behalf of the Board Chartered Accountants

KETAN VORA SARADINDU DUTTA Director R. TANDON ChairmanPartner S. SURESH KUMAR Chief inancial Of cer S. JAIN Manager & Company Secretary

Kolkata, 3rd May, 2017

BALANCE SHEET AS AT 31ST MARCH, 2017 As at As at Note 31st March, 2017 31st March, 2016 (` in lakhs) (` in lakhs) EQUITY AND LIABILITIES

Shareholders funds Share capital 1 64,647.88 64,647.88 Reserves and surplus 2 16,148.98 80,796.86 12,727.13 77,375.01

Deferred tax liabilities (Net) 3 90.35 Long-term provisions 4 47.21 47.21 42.68 133.03

Current liabilities Other current liabilities 5 191.99 55.66 Short-term provisions 6 117.85 309.84 81.24 136.90

TOTAL 81,153.91 77,644.94

ASSETS

Property, Plant and Equipment 7 Tangible assets 703.77 1,351.73 Non-current investments 8 16,965.77 16,965.77 Deferred tax asset (Net) 9 70.62 - Long-term loans and advances 10 4,875.48 22,615.64 6,645.15 24,962.65

Current assets Inventories 11 55,500.29 33,717.71 Trade receivables 12 1,072.66 1,495.61 Cash and bank balances 13 607.28 15,852.72 Short-term loans and advances 14 1,357.20 1,552.50 Other current assets 15 0.84 58,538.27 63.75 52,682.29

TOTAL 81,153.91 77,644.94




KETAN VORA SARADINDU DUTTA Director R. TANDON ChairmanPartner S. SURESH KUMAR Chief inancial Of cer S. JAIN Manager & Company Secretary

Kolkata, 3rd May, 2017

16


For the year ended For the year ended 31st March, 2017 31st March, 2016 (` in lakhs) (` in lakhs)

A. C

PROFIT BEFORE TAX 4,860.95 6,513.09 ADJUSTMENTS FOR: Depreciation expense 228.27 197.88 Interest income (3,923.78) (2,789.20) Dividend income from long-term investments (154.17) (298.41) Dividend income from equity market operations (9.73) Dividend income from mutual funds held as stock-in-trade (12.86) Gain on sale of long-term investments (7.49) Loss on disposal of property, plant and equipment 314.62 0.08 Provision on assets held for sale during the year 21.86 - Provision on standard assets created during the year 20.51 (3,513.20) (2,899.22)

1,347.75 3,613.87 ADJUSTMENTS FOR: Trade receivables 422.95 (1,111.84) Inventories (21,782.58) 12,106.11 Loans and advances 1,832.94 (7,545.37) Other liabilities and provisions 162.73 (45.88) (19,363.96) 3,403.02 CASH GENERATED FROM/(USED IN) OPERATIONS BEFORE INTEREST AND DIVIDEND (18,016.21) 7,016.89 Interest income other than deposits with banks 2,640.81 1,630.52 Dividend income from long-term investments 154.17 298.41 Dividend income from equity market operations 9.73 Dividend income from mutual funds held as stock-in-trade 12.86 2,794.98 1,951.52 CASH GENERATED FROM/(USED IN) OPERATIONS (15,221.23) 8,968.41 Income tax paid (1,453.28) (2,069.74) NET CASH GENERATED FROM/(USED IN) OPERATING ACTIVITIES (16,674.51) 6,898.67

Disposal of property, plant and equipment 105.06 - Purchase of Subsidiary - Wills Corporation Limited [Refer Note 21 (ix) (A)] (488.56) Purchase of Subsidiary - BFIL Finance Limited [Refer Note 21 (ix) (B)] - ... Sale of long-term investments 384.37 Redemption proceeds from xed deposit 15,782.74 - Investment in debentures of Subsidiary - BFIL Finance Limited [Refer Note 21(ix) (B)] (52.00) Investment in bank deposits (original maturity more than 3 months) (191.99) (2,548.48) Interest income from deposits with banks 1,324.02 1,207.51

NET CASH GENERATED FROM/(USED IN) INVESTING ACTIVITIES 17,019.83 (1,497.16)

Interim Dividend Paid (4,525.35) Income Tax on Interim Dividend Paid (921.26)

NET CASH USED IN FINANCING ACTIVITIES - (5,446.61)

NET INCREASE/(DECREASE)IN CASH AND CASH EQUIVALENTS 345.32 (45.10) OPENING CASH AND CASH EQUIVALENTS 69.97 43.49 CASH AND CASH EQUIVALENTS PURSUANT TO THE SCHEME OF 1.52 AMALGAMATION [Refer Note 2(I) below] CASH AND CASH EQUIVALENTS PURSUANT TO THE SCHEME OF 70.06 AMALGAMATION [Refer Note 2(II) below] CLOSING CASH AND CASH EQUIVALENTS 415.29 69.97

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. The following are non-cash transactions undertaken in 2015-16 : I. Wills Corporation Limited

(a) Pursuant to the Scheme of Amalgamation [Refer Note 21 (ix) (A)] the entire assets and liabilities of Wills Corporation Limited was transferred to and vested in the Company, from 1st April, 2015 at the values stated below :

(` in lakhs)

(i) Reserves & surplus 92.81 (ii) Other long-term liabilities 24.00 (iii) Long-term provisions 4.88 (iv) Other current liabilities 1.75 (v) Tangible assets 41.05 (vi) Long-term loans and advances 0.37 (vii) Cash and cash equivalents 1.52 (viii)Other bank balances 565.18 (ix) Other current assets 3.89

(b) As per the Scheme of Amalgamation, 48,85,626 Equity Shares of ` 10.00 each of Wills Corporation Limited acquired by the Company during the previous year, were cancelled.

II. BFIL Finance Limited

(a) Pursuant to the Scheme of Amalgamation [Refer Note 21 (ix) (B)] the entire assets and liabilities of BFIL Finance Limited was transferred to and vested in the Company, from 1st April, 2015 at the values stated below:

(` in lakhs)

(i) Trade payables (1.81)(ii) Other current liabilities (43.86)(iii) Short-term provisions (80.67)(iv) Long-term loans & advances 28.26(v) Inventories (vi) Cash and cash equivalents 70.06(vii) Other bank balances 169.09(viii)Other current assets 23.93

Net Assets 165.00

17


NOTES TO THE FINANCIAL STATEMENTS

As at 31st March, 2017

(No. of Shares)


(` in lakhs)


(No. of Shares)


(` in lakhs)1. Share capital

AuthorisedEquity Shares of ` 10.00 each 70,00,00,000 70,000.00 70,00,00,000 70,000.00 Issued and SubscribedEquity Shares of ` 10.00 each, fully paidEquity Shares of ` 10.00 each, ` 6.50 per share paid up

59,74,54,1777,54,22,400

59,745.42 4,902.46

59,74,54,1777,54,22,400

59,745.42 4,902.46

TOTAL 64,647.88 64,647.88

As at the beginning and at the end of the year (fully paid up) 59,74,54,177 59,745.42 59,74,54,177 59,745.42 As at the beginning and at the end of the year (partly paid up) 7,54,22,400 4,902.46 7,54,22,400 4,902.46

TOTAL 64,647.88 64,647.88


(No. of Shares)


%


(No. of Shares)


%Issued, Subscribed and Fully PaidupITC Limited Holding Company 59,74,54,177 100.00 59,74,54,177 100.00Issued, Subscribed but not Fully PaidupITC Limited Holding Company 7,54,22,400 100.00 7,54,22,400 100.00

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

In respect of the Equity Shares of the Company having par value of ` 10.00 per share, the voting rights and entitlement to dividend are in the same proportion as the capital paidup on such Equity Shares.


(` in lakhs)


(` in lakhs)2. Reserves and surplus

Capital Reserve At the beginning and at the end of the year

General Reserve At the beginning of the year Add: Pursuant to the Scheme of Amalgamation [Refer Note 21 (ix) (A)] At the end of the year

Special Reserve u/s 45IC of the Reserve Bank of India Act, 1934 At the beginning of the year Add: Transfer from Surplus in Statement of Pro t and Loss

At the end of the year

Surplus in Statement of Pro t and Loss At the beginning of the year Add: Pursuant to the Scheme of Amalgamation [Refer Note 21 (ix) (A)] Add: Pro t for the year

Less: Transfer to Special Reserve u/s 45IC of the Reserve Bank of India Act, 1934

Interim Dividend [Nil (2016 ` 0.70) per share] Income tax paid on Interim Dividend At the end of the year

TOTAL

235.94

10,808.53684.37

1,394.99

3,421.85

684.37

287.67

235.94

11,492.90

4,132.47

16,148.98

224.79 11.15

9,908.29 900.24

3,158.96 81.66

4,501.22 900.24

4,525.35

921.26

287.67

235.94

10,808.53

1,394.99

12,727.13

(b) As per the Scheme of Amalgamation, 2,00,00,000 Equity Shares of ` 10.00 each of BFIL Finance Limited acquired at ` 1.00, 15,00,000, 9% Unsecured Redeemable Non-Convertible Debentures of ` 100.00 each, fully paid, acquired at ` 52.00 lakhs Loan and advances (asset) acquired at ` 113.00 lakhs, by the Company during the previous year, were cancelled.

3. Since the Company is an investment company, purchase and sale of investments and investments in xed deposits have been considered as part of Cash Flow from Investing Activities and income earned on investments have been considered as part of Cash Flow from Operating Activities.

4. CASH AND CASH EQUIVALENTS: 2015-16 (` in lakhs) (` in lakhs)

Cash and Cash Equivalents as above 415.29 69.97 Other bank balances 191.99 15,782.75 Cash and bank balances (Note 13) 607.28 15,852.72




KETAN VORA SARADINDU DUTTA Director R. TANDON ChairmanPartner S. SURESH KUMAR Chief inancial Of cer S. JAIN Manager & Company SecretaryKolkata, 3rd May, 2017

18



(` in lakhs)


(` in lakhs)

Provision for employee bene ts Provision for compensated absences 12.15 9.20 Provision for gratuity 6.01 4.43 Others Contingent provision against standard assets 29.05 29.05 TOTAL 47.21 42.68


(` in lakhs)


(` in lakhs)5. Other current liabilities Security deposits from Holding Company 36.00 36.00 Liability for Share based payment to managers on deputation - payable to Holding Company 138.57 Other payables Statutory liabilities 6.41 3.99 Liabilities for expenses 11.01 15.67 TOTAL 191.99 55.66


(` in lakhs)


(` in lakhs)

Provision for litigation/disputes [Refer Note 21(x)] 81.24 81.24

Provision for tax (net of Advance Tax) 36.61

TOTAL 117.85 81.24

NOTES TO THE FINANCIAL STATEMENTS (Contd.)


(` in lakhs)


(` in lakhs)

Deferred tax liabilities On scal allowances on property, plant and equipment 95.07

95.07 Deferred tax assets

On employees separation and retirement etc. 4.72 4.72

TOTAL 90.35

(` in lakhs)

Gross Block Depreciation Net Book ValueParticulars As at

31st March, 2015

Additions - Pursuant to

the Scheme of Amalgamation

[Refer Note 21(ix)(A)]

Withdrawals and adjust-

ments

As at 31st

March, 2016

Additions Withdrawals and

adjustments

As at 31st March 2017

Upto 31st March,

2015

Pursuant to the Scheme of Amalgamation

[Refer Note 21(ix)(A)]

For the year ended on

31st March, 2016

On Withdrawals

and adjustments

Upto 31st March, 2016

For the year ended on

31st March, 2017

On Withdrawals

and adjustments

Upto 31st March,

2017

As at 31st

March, 2017

As at 31st

March, 2016

As at 31st March,

2015

Tangible assetsBuilding - Freehold - 57.15 - 57.15 - - 57.15 - 16.10 0.90 - 17.00 0.90 - 17.90 39.25 40.15 - Plant and Equipment 2,508.57 3.42 3.42 2,508.57 - 1,368.56 1,140.01 1,000.01 3.42 196.98 3.42 1,196.99 227.37 948.87 475.49 664.52 1,311.58 1,508.56 Of ce Equipment 1.60 - 1.60 - - - - 1.52 - - 1.52 - - - - - - 0.08 TOTAL 2,510.17 60.57 5.02 2,565.72 1,368.56 1,197.16 1,001.53 19.52 197.88 4.94 1,213.99 228.27 948.87 493.39 703.77 1,351.73 1,508.64

The above includes following assets given on operating leases, which are not noncancellable :

As at 31st March, 2017 As at 31st March, 2016

Gross Block Depreciation

Net Block Depreciation charge for the

year

Gross Block Accumulated Depreciation

Net Block Depreciation charge for

the year

Building Freehold * 57.15

17.90 39.25

0.90 57.15 17.00 40.15 0.90

Plant and Equipment * 1,139.75 475.39 664.36 227.35 2,508.31 1,196.92 1,311.39 196.97

TOTAL 1,196.90 493.29 703.61 228.25 2,565.46 1,213.92 1,351.54 197.87 * Note: The lease rental from these leased assets of ` 401.35 lakhs (2016 : ` 598.53 lakhs) is included in Lease and other rental income under Revenue from operations (Note 16).

19


NOTES TO THE FINANCIAL STATEMENTS (Contd.) As at As at 31st March, 2017 31st March, 2016 (` in lakhs) (` in lakhs)

8. Quoted Unquoted Quoted Unquoted

A. TRADE INVESTMENTS INVESTMENT IN EQUITY INSTRUMENTS In Subsidiaries Greenacre Holdings Limited 4,210.34 4,210.34 4,20,60,166 Equity Shares of ` 10.00 each, fully paid

In Associates Russell Investments Limited 427.57 427.57 42,75,437 Equity Shares of ` 10.00 each, fully paid

Divya Management Limited 693.07 693.07 41,82,915 Equity Shares of ` 10.00 each, fully paid

Antrang Finance Limited 439.56 439.56 43,24,634 Equity Shares of ` 10.00 each, fully paid

International Travel House Limited 2,121.58 2,121.58 36,26,633 Equity Shares of ` 10.00 each, fully paid

Maharaja Heritage Resorts Limited (a joint venture of the Holding Company) 90.00 90.00 90,000 Equity Shares of ` 100.00 each, fully paid

In Others Hotel Leelaventure Limited 1,592.77 1,592.77 50,27,565 Equity Shares of ` 2.00 each, fully paid EIH Limited 4,837.88 4,837.88 65,56,551 Equity Shares of ` 2.00 each, fully paid

B. OTHER INVESTMENTS INVESTMENT IN EQUITY INSTRUMENTS Lotus Court Limited

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