SUBSIDIARY COMPANIES - ITC Ltd

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SCHEDULES TO THE ACCOUNTS (Contd.) 198 I. Related party Disclosures Nature of relationship and name of the related parties: 1. Holding Company ITC Limited, India 2. Fellow Subsidiaries a) Srinivasa Resorts Limited, India b) Fortune Park Hotels Limited, India c) Bay Islands Hotels Limited, India d) Russell Credit Limited, India and its subsidiaries i. Greenacre Holdings Limited, India ii. Wimco Limited, India and its subsidiaries Pavan Poplar Limited, India Prag Agro Farm Limited, India iii. Technico Pty Limited, Australia and its subsidiaries Technico ISC Pty. Limited, Australia (deregistered on 03.11.2010) Technico Agri Sciences Limited, India Technico Technologies Inc., Canada Technico Asia Holdings Pty Limited, Australia and its subsidiary Technico Horticultural (Kunming) Co. Limited, China e) ITC Infotech India Limited, India and its subsidiaries i. ITC Infotech Limited, United Kingdom ii. ITC Infotech (USA), Inc., United States of America and its subsidiary Pyxis Solutions, LLC, United States of America Disclosure of transactions between the Company and related parties during the year and outstanding balances as on 16th July 2011: SURYA NEPAL PRIVATE LIMITED f) Wills Corporation Limited, India g) Gold Flake Corporation Limited, India h) Landbase India Limited, India i) BFIL Finance Limited, India and its subsidiary MRR Trading & Investment Company Limited, India j) King Maker Marketing, Inc., United States of America The above list does not include: a) ITC Global Holdings Pte. Limited, Singapore (under liquidation) and its subsidiaries i. Hup Hoon Traders Pte. Limited, Singapore (struck off w.e.f. 31.03.2011 by the Registrar of Companies, Signapore) ii. AOZT “Hup Hoon”, Moscow iii. Hup Hoon Impex SRL, Romania b) BFIL Securities Limited (a subsidiary of BFIL Finance Ltd.) which is under voluntary winding up proceedings. 3. Key Management Personnel: Y. C. Deveshwar Chairman & Non-Executive Director S. Puri Alternate Director to Mr Y C Deveshwar A. K. Mukerji Non-Executive Director B. B. Chatterjee Non-Executive Director K. N. Grant Non-Executive Director S. R. Pandey Non-Executive Director S. SJB Rana Non-Executive Director Saurya SJB Rana Alternate Director to Mr. S. SJB Rana S. Keshava Managing Director For the year ended For the year ended 32nd Asadh 2068 (16th July 2011) 32nd Asadh 2067 (16th July 2010) Holding Company Fellow Key Management Holding Company Fellow Key Management Subsidiaries Personnel Subsidiaries Personnel In NRs. In ` In NRs. In ` In NRs. In ` In NRs. In ` In NRs. In ` In NRs. In ` Sale of Goods/Services 15,62,97,542 9,76,85,964 2,23,496 139,685 9,63,46,535 6,02,16,584 59,820 37,388 Purchase of Goods/ Services 2,37,43,65,594 1,48,39,78,496 58,86,072 36,78,795 1,98,87,64,823 1,24,29,78,014 23,03,064 14,39,415 Payment to Managing Director 1,48,93,852 93,08,658 1,31,55,061 82,21,913 Sitting Fees/ Incidental Expenses to Other Directors 48,676 30,423 98,824 61,765 Machine Hire Charges 1,32,14,370 82,58,981 69,19,105 43,24,441 Rent Received 12,24,946 7,65,591 Dividend Payments 1,07,04,96,000 66,90,60,000 1,16,56,51,200 72,85,32,000 Expenses recovered 78,12,677 48,82,923 35,280 22,050 91,83,785 57,39,866 12,073 7,546 Expenses reimbursed 82,49,302 51,55,814 58,02,919 36,26,824 Advances Given 2,92,33,70,637 1,82,71,06,648 50,22,62,979 31,39,14,362 Issue of Bonus Share Balances as on 16th July — Debtors 2,29,11,909 1,43,19,943 3,82,29,509 2,38,93,443 — Advances/Other Receivables 1,84,54,29,165 1,15,33,93,228 50,46,56,336 31,54,10,210 — Creditors / Payables 16,06,57,760 10,04,11,100 13,61,82,247 8,51,13,904 J. Figures have been rounded off to the nearest rupee. K. Previous Year’s figures have been regrouped and/or rearranged wherever necessary. Subhraketan Mitra Sanjiv Keshava Saurya SJB Rana K N Grant Y C Deveshwar Head of Finance Managing Director Alternate Director Director Chairman S R Pandey A K Mukerji B B Chatterjee Nem Lal Amatya Partha Mitra Director Director Director Partner Partner N. Amatya & Co. Lovelock & Lewes Date: 3rd Aswin 2068 (20th September 2011) Chartered Accountants Chartered Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors King Maker Marketing, Inc. Paramus, New Jersey We have audited the accompanying balance sheets of King Maker Marketing, Inc. (”Company”) as of March 31, 2012 and 2011, and the related statements of income and retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of King Maker Marketing, Inc. KING MAKER MARKETING, INC. as of March 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information on page 199 is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. Albany, New York April 15, 2012 Bollam, Sheedy, Torani & Co. LLP BALANCE SHEETS March 31, 2012 March 31, 2012 March 31, 2011 March 31, 2011 ASSETS CURRENT ASSETS Cash and cash equivalents Restricted cash Accounts receivable Accounts receivable, other Inventory, net of reserve for write-off Due from related parties, net Prepaid expenses Income tax receivable Deferred income taxes $ 5,983,342 1,622,167 313,569 300,659 1,391,673 1,782 410,733 — 27,875 ` 304,402,524 82,527,746 15,952,823 15,296,027 70,801,364 90,659 20,896,041 — 1,418,141 $ 7,362,492 1,600,000 457,226 282,809 939,039 — 306,417 77,852 51,938 ` 328,330,331 71,352,000 20,389,994 12,611,867 41,876,444 — 13,664,666 3,471,810 2,316,175 10,051,800 511,385,325 11,077,773 494,013,288 PROPERTY AND EQUIPMENT, net 25,381 1,291,258 27,729 1,236,575 OTHER ASSETS 10,390 528,591 26,110 1,164,375 10,087,571 513,205,174 11,131,612 496,414,238 LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable 713,978 36,323,631 1,040,653 46,407,921 Income tax payable 260,712 13,263,723 — — Due to related parties, net — — 69,829 3,114,024 Accrued settlement charges 2,830,593 144,006,419 4,188,026 186,765,019 Accrued expenses and other 137,521 6,996,381 192,500 8,584,538 3,942,804 200,590,154 5,491,008 244,871,502 LONG-TERM LIABILITIES Deferred income taxes 117,129 5,958,938 91,993 4,102,428 COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S EQUITY Common stock, voting, no par value, 1,000 shares authorized; 204 shares issued and outstanding 4,080 181,948 4,080 181,948 Retained earnings 6,023,558 281,037,523 5,544,531 250,852,733 Foreign Exchange Translation Reserve — 25,436,611 — (3,594,373) 6,027,638 306,656,082 5,548,611 247,440,308 10,087,571 513,205,174 11,131,612 496,414,238 The accompanying Notes to Financial Statements are an integral part of these statements. STATEMENTS OF INCOME AND RETAINED EARNINGS For the year ended 31st March, 2012 $ For the year ended 31st March, 2012 ` For the year ended 31st March, 2011 $ For the year ended 31st March, 2011 ` SALES Revenues, net of customer returns 28,360,745 1,353,800,163 37,105,170 1,660,367,133 Less quick pay discounts (1,408,994) (67,258,329) (1,552,876) (69,487,319) Net sales 26,951,751 1,286,541,834 35,552,294 1,590,879,814 COST OF SALES 20,315,910 962,461,528 27,138,915 1,214,978,284 6,635,841 324,080,306 8,413,379 375,901,530 MSA SETTLEMENT CHARGES, NET 2,176,098 103,876,038 3,068,464 137,306,093 Gross profit 4,459,743 220,204,268 5,344,915 238,595,437 OPERATING EXPENSES 3,794,799 181,144,730 4,828,352 216,056,681 Income (loss) from operations OTHER 664,944 39,059,538 516,563 22,538,756 Business service income — — 360,000 16,109,100 Reserve for inventory write-off — — (74,400) (3,317,868) Loss on disposal of property and equipment (4,562) (217,767) (1,499) (67,077) Interest income 104,987 5,011,554 80,825 3,616,717 Other income 18,703 892,788 1,960 87,705 119,128 5,686,575 366,886 16,428,577 Income before provision for income taxes 784,072 44,746,113 883,449 38,967,333 PROVISION FOR INCOME TAXES 305,045 14,561,323 361,846 16,191,704 Net income 479,027 30,184,790 521,603 22,775,629 RETAINED EARNINGS, beginning of year 5,544,531 250,852,733 5,022,928 228,077,104 RETAINED EARNINGS, end of year 6,023,558 281,037,523 5,544,531 250,852,733 The accompanying Notes to Financial Statements are an integral part of these statements. 199
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SUBSIDIARY COMPANIES Russell Credit
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ANNEXURE TO THE REPORT OF THE DIREC
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6 RUSSELL CREDIT LIMITED BALANCE SH
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NOTES TO THE FINANCIAL STATEMENTS F
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ANNEXURE TO THE AUDITORS’ REPORT
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DIRECTORS’ REPORT TO THE MEMBERS
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to its bankers. The Company did not
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CASH FLOW STATEMENT FOR THE YEAR EN
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NOTES TO THE ACCOUNTS As at As at M
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NOTES TO THE ACCOUNTS 11. Fixed ass
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NOTES TO THE ACCOUNTS Year Ended Ye
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NOTES TO THE ACCOUNTS 26. Finance c
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NOTES TO THE ACCOUNTS 5. Transactio
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NOTES TO THE ACCOUNTS 43 - Signific
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DIRECTORS’ REPORT TO THE MEMBERS
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(vii) In our opinion, the Company h
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NOTES TO THE ACCOUNTS 1. Share capi
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23. Significant accounting policies
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of services. We have not observed a
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NOTES TO THE ACCOUNTS As at As at M
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NOTES TO THE ACCOUNTS 21. Segment i
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DIRECTORS’ REPORT FOR THE YEAR EN
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56 TECHNICO PTY LIMITED BALANCE SHE
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(c) Foreign currency translation Th
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60 TECHNICO PTY LIMITED NOTES TO AN
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NOTES TO AND FORMING PART OF FINANC
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NOTES TO AND FORMING PART OF FINANC
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BALANCE SHEET AS AT MARCH 31, 2012
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5. Liquidity Risk Liquidity risk is
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ANNEXURE TO THE REPORT OF DIRECTORS
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CASH FLOW STATEMENT FOR THE YEAR EN
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74 TECHNICO AGRI SCIENCES LIMITED N
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Notes to financial statements for t
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NOTES TO FINANCIAL STATEMENTS FOR T
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Notes to financial statements for t
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DIRECTORS’ REPORT FOR THE YEAR EN
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84 TECHNICO ASIA HOLDINGS PTY LIMIT
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Note 4: Trade and other payables 20
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BALANCE SHEET AS ON 31st DECEMBER 2
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INCOME AND PROFIT DISTRIBUTION STAT
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NOTES TO FINANCIAL STATEMENTS 1. Br
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NOTES TO FINANCIAL STATEMENTS (Cont
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ANNEXURE TO AUDITORS’ REPORT (con
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NOTES TO THE FINANCIAL STATEMENTS 1
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NOTES TO THE FINANCIAL STATEMENTS (
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14. The Board of Directors of the C
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BALANCE SHEET As at March 31, 2012
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22. There were no transactions nece
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STATEMENT OF PROFIT AND LOSS FOR TH
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NOTES TO THE ACCOUNTS (Contd.) For
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adequate accounting records in acco
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given to us, the Company has not gi
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NOTES TO THE FINANCIAL STATEMENTS N
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14 CASH AND BANK BALANCES Cash and
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128 ITC INFOTECH INDIA LIMITED IX.
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REPORT OF THE DIRECTORS Your Direct
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132 ITC INFOTECH LIMITED CASH FLOW
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Unaudited Unaudited 2012 2012 2011
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17. Reconciliation of movements in
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138 ITC INFOTECH (USA), INC. BALANC
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NOTES TO THE FINANCIAL STATEMENTS M
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NOTE F - INTANGIBLE ASSETS The Comp
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144 PYXIS SOLUTIONS, LLC. USA STATE
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