2 0 1 7
1
RUSSELL CREDIT LIMITED
Russell Credit Limited 2 Greenacre Holdings Limited 30
ITC Infotech India Limited 54 ITC Infotech Limited 85 ITCInfotech (USA), Inc. 98 Indivate Inc. 104
Srinivasa Resorts Limited 107Fortune Park Hotels Limited 134BayIslands Hotels Limited 157WelcomHotels Lanka Pvt. Ltd. 175
Landbase India Limited 180
Technico Agri Sciences Limited 208
Technico Pty Limited 239 Technico Technologies Inc. 248 TechnicoAsia 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
2
RUSSELL CREDIT LIMITED
REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION ANDANALYSIS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017
1. Your Directors submit their Report for the nancial year ended31st March, 2017.
2. ECONOMIC ENVIRONMENT
The Indian economy is estimated to grow by 7.1% in real termsduring 2016-17 as against a growth of 7.9% in 2015-16. Gross ValueAdded (GVA) growth (at basic prices) is expected at 6.7% in2016-17, against 7.8% in 2015-16. Economic indicators such ascredit off-take, capacity utilisation and investments continue topoint to weakness in the broader economy, although in ation andCurrent Account De cit remained in the comfort zone aided,inter-alia, by low crude oil prices. The Governments commitment tocontain the Fiscal De cit also helped maintain macro-economicstability.
Services sector growth slowed in 2016-17, especially postdemonetisation from November 2016 onwards. While Industry growthgures indicated signs of recovery, other measures (e.g. IIP)continued to re ect muted growth. Agriculture growth was positivelyimpacted by normal monsoon after 2 consecutive years of poorrainfall.
Sustained macro-economic stability, including decline inheadline in ation, led to RBI continuing with its accommodativeMonetary Policy to stimulate economic growth. The Central Bank cutPolicy interest rates by 50 bps in the rst half of the nancialyear, 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 MonetaryPolicy stance to progressively reduce li uidity de cit in theBanking system and bring it to a position closer to neutrality. Inresponse to liquidity measures from the RBI, market interest ratesstarted to decline. However, the withdrawal of speci ed bank notesduring the year resulted in signi cant increase in banking systemliquidity and led to steep fall in market interest rates and bankdeposit / lending rates.
However, bank credit growth continues to remain tepid despitefall in borrowing costs. This alongwith Central Governmentscommitment to scal prudence and continuation of monetary stimulusby Central Banks
in Europe and Japan are expected to push market interest ratesfurther lower. However, trajectory of monsoon in 2017, rally inglobal commodity prices, persistence in core Consumer Price Ination which poses upside risks, volatility in currency markets andnormalisation of monetary policy by global Central Banks canadversely in uence sentiment and cause market interest rates toremain 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, revenuefrom operations was lower by 21.54% to ` 4,627.64 lakhs (previousyear: ` 5,898.34 lakhs). Income from debt market deployments by theCompany 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 funddistribution and leasing activities aggregated ` 907.27 lakhsduring the year (previous year: ` 1,201.58 lakhs). Pro t Before Taxregistered a decline of 25.37% to ` 4,860.95 lakhs while Net Pro tdeclined by 23.98% to ` 3,421.85 lakhs.
The nancial results of your Company, summarised, are asunder:
For the year ended For the year ended 31st March, 2017 31stMarch, 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 previousyears
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 underSection 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 theyear
During the year under review, there was no change in thecomposition of the Board of Directors (the Board) of yourCompany.
The present term of Mr. Sharad Jain, Manager and CompanySecretary of the Company, will expire on 30th June, 2017. TheBoard, on the recommendation of the Nomination and RemunerationCommittee, appointed Mr. Tunal Kumar Ghosal as the Manager of theCompany for a period of two years with effect from 1st July, 2017,in terms of the provisions of Sections 196 and 203 of the CompaniesAct, 2013 (the Act), subject to the approval of the Members of theCompany. Appropriate resolution seeking your approval to Mr.Ghosals appointment as Manager is appearing in the Notice conveningthe ensuing Annual General Meeting (AGM) of the Company. Mr. Ghosalhas also been appointed as the Company Secretary of the Companywith effect from the said date.
(b) Declaration of Independence by Independent Directors
The Independent Directors of your Company have con rmed thatthey meet the criteria of Independence as prescribed under Section149(6) of the Act read with Rule 5 of the Companies (Appointmentand uali cation of Directors) Rules, 2014.
(c)
As reported in earlier years, the attributes and quali cationsof the Independent Directors provided in Section 149(6) of the Actand Rule 5 of the Companies (Appointment and uali cation ofDirectors) Rules, 2014 were adopted by the Nomination andRemuneration Committee. The attributes and quali cations, asapplicable, were also adopted in respect of the otherDirectors.
In terms of the Non-Banking Financial Company - SystemicallyImportant Non-Deposit taking Company and Deposit taking Company(Reserve Bank) Directions, 2016, the Companys Policy forascertaining t and proper criteria of Directors was approved by theBoard. The Directors of the Company, other than the IndependentDirectors, are executives of ITC Limited, the Holding Company, andful l the t and proper criteria for appointment as Directors. TheDirectors, other than the Independent Directors, are liable toretire by rotation and one-third of them retire every year and areeligible for re-election.
In accordance with the provisions of Section 152(6) of the Act,Mr. Supratim Dutta (DIN: 01804345), Director, will retire byrotation at the ensuing AGM of the Company, and being eligible,offers himself for re-election. Your Board has recommended hisre-election.
(d) Board evaluation
The Board carried out annual performance evaluation of its ownperformance and that of the individual Directors as alsofunctioning of the Board Committees, as required under Section134(3)(p) of the Act. The performance evaluation of the Board andindividual Directors, as in the previous year, was based oncriteria approved by the Nomination and Remuneration Committee. TheCommittee Chairmen placed before the Board, reports on functioningof respective Board Committees during the year.
(e)
Only the Independent Directors of the Company are paid sittingfees of ` 20,000/- and ` 10,000/-, respectively, for attendingmeetings of the Board and Committees thereof.
The Directors did not have any pecuniary relationship ortransaction with the Company.
(f)
The Remuneration Policy of the Company for the Directors, KeyManagerial 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 presentcomposition is as follows:
Mr. R. Tandon (Chairman) Mr. B. B. Chatterjee (Chairman) Mr. P.Chatterjee Mr. P. Chatterjee Ms. A. Guhamallick Ms. A. GuhamallickMr. R. Tandon
3
RUSSELL CREDIT LIMITED
Mr. R. Tandon (Chairman) Mr. R. Tandon (Chairman) Mr. B. B.Chatterjee Mr. B. B. Chatterjee Mr. P. Chatterjee Mr. SaradinduDutta
Mr. R. Tandon (Chairman) Mr. Saradindu Dutta Mr. SupratimDutta
During the year ended 31st March, 2017, the following meetingsof 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 andBoard 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 conrm having:
i) followed in the preparation of the Annual Accounts, theapplicable Accounting Standards with proper explanation relating tomaterial departures, if any;
ii) selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonableand prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the nancial year and of thepro t of the Company for that period;
iii) taken proper and suf cient care for the maintenance ofadequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and forpreventing 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 theprovisions of all applicable laws and that such systems areadequate and operating effectively.
7. NBFC REGULATIONS
The disclosures as required under the Non-Banking FinancialCompany - Systemically Important Non-Deposit taking Company andDeposit taking Company (Reserve Bank) Directions, 2016, areprovided in the Notes to the Financial Statements of the Companyand the Schedule required in terms of Para 18 of the aforesaidDirections is appended to the Balance Sheet.
8. SUBSIDIARY AND ASSOCIATES
The statement in Form No. AOC-1 containing the salient featuresof the nancial statements of the Companys subsidiary and associatesis attached
to the Financial Statements of the Company.
The Company, being an intermediate wholly owned subsidiary, isnot required to prepare Consolidated Financial Statements. However,brief details of the performance and nancial position of theCompanys 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 1,117.24960.63
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 arealigned with those of ITC Limited and are guided by the principlesof relevance, consistency and fairness. A productive workplace hasbeen and remains a key requirement for successful businessperformance of your Company. The Company believes that HRDstrategies and practices will continue to provide competitiveadvantage to the Company. In addition to the Key ManagerialPersonnel, the Company had nine employees as on 31st March,2017.
The details of top ten employees of the Company in terms ofremuneration 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 bringrobustness to the risk management processes in the Company,addresses risks intrinsic to operations, nancials and compliancesarising out of the overall strategy of the Company.
Management of risks vest with the executive management which isresponsible for the day-to-day conduct of the affairs of theCompany, within the overall framework approved by the Board. TheInternal Auditor of the Company, the Internal Audit Department ofITC Limited, periodically carries out risk focused audits with theobjective of identifying areas where risk management processescould be strengthened. The Risk Management Committee of the Boardconstituted in terms of the Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposittaking Company (Reserve Bank) Directions, 2016 periodically reviewsthe risk management framework of the Company, with the objective ofaddressing the existing and emerging challenges in a dynamicbusiness environment. The Audit Committee and the Board annuallyreview the effectiveness of the Companys risk management systemsand policies.
11. INTERNAL CONTROL SYSTEMS
Your Company has in place adequate internal control systems withrespect to its operations, compliances as also internal nancialcontrols with respect to the nancial statements, commensurate withits size and scale of operations. The Internal Auditor periodicallyevaluates the adequacy and effectiveness of internal controlsystems in the Company. The Audit Committee which provides guidanceon internal controls, also reviews internal audit ndings andimplementation of internal audit recommendations.
During the year, the internal nancial controls in the Companywith respect to the nancial statements were tested and no materialweakness in the design or operation of such controls was observed.Nonetheless, your Company recognises that any internal nancialcontrol framework, no matter how well designed, has inherentlimitations and accordingly, regular audit and review processesensure 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 ofSection 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules, 2014 is enclosed as to thisReport.
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 theCompany, as approved by the Board, is enclosed as to thisReport.
4
RUSSELL CREDIT LIMITED
The details of material related party transactions of theCompany in the prescribed Form No. AOC-2 are enclosed under to thisReport.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS / TRIBUNALS
During the year under review, no signi cant or material orderswere passed by the Regulators / Courts / Tribunals impacting thegoing 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 isenclosed 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 TwentiethAGM to hold such of ce till the conclusion of the Twenty-Fifth AGM.On the recommendation of the Audit Committee and pursuant toSection 139 of the Act, your Board has recommended for the ratication of the Members, appointment of AFF from the conclusion ofthe ensuing AGM till the conclusion of the Twenty-Fourth AGM. Onthe recommendation of the Audit Committee and pursuant to
Section 142 of the Act, the Board has also recommended for theapproval of the Members, remuneration of AFF for the nancial year2017-18. Appropriate resolution in respect of the above isappearing in the Notice convening the ensuing AGM of theCompany.
(b) Secretarial Auditor
Your Board appointed Messrs. Anjan Kumar Roy & Co., CompanySecretaries, to conduct secretarial audit of the Company for thenancial year ended 31st March, 2017. The Report of Messrs.Anjan
Kumar Roy & Co. in terms of Section 204 of the Act isenclosed as to this Report.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO
Considering the nature of business of your Company, no commentis required on conservation of energy and technologyabsorption.
During the year under review, there has been no foreign exchangeearnings 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 andretain quality talent that gives its business a competitiveadvantage and enables the Company to achieve its objectives.
The Companys Remuneration Strategy, whilst focusing onremuneration and related aspects of performance management, isaligned with and reinforces the employee value proposition of asuperior quality of work life, that includes an enabling workenvironment, an empowering and engaging work culture andopportunities to learn and grow.
The Compensation approach endeavours to align each employee withthe Companys goals.
POLICY
It is the Companys Policy:
1. To ensure that its Remuneration practices support andencourage meritocracy.
2. To ensure that Remuneration is market-led and takes intoaccount the competitive context of the Companys business.
3. To leverage Remuneration as an effective instrument toenhance performance and therefore to link the remuneration to bothindividual and collective performance outcomes.
4. To adopt a comprehensive approach to Remuneration in order tosupport a superior quality of personal and work life, in a mannerso as to judiciously balance short term with long termpriorities.
5. To design Remuneration practices such that they reinforce theCompanys values and culture and to implement them in a manner thatcomplies with all relevant regulatory requirements.
1. Remuneration of KMP is determined and recommended by theNomination 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 sucha revision is warranted by the market.
3. Apart from xed elements of remuneration and bene ts, the KMPare also eligible for Variable Pay / Performance Bonus which islinked to their individual performance.
4. Remuneration of KMP on deputation from the Holding Company /subsidiary / fellow subsidiary / associate companies, is aligned tothe Remuneration Policy of that company.
Independent Directors are entitled to sitting fees for attendingmeetings of the Board and Board Committees, the quantum of which isdetermined by the Board within the limits prescribed under theCompanies Act, 2013 and the Rules thereunder. Independent Directorsare also entitled to reimbursem*nt of expenses for attendingmeetings of the Board and Board Committees and GeneralMeetings.
1. Remuneration of employees other than KMP is approved by theBoard.
2. Remuneration is reviewed and revised periodically, when sucha revision is warranted by the market. The quantum of revision islinked to market trends, the competitive context of the Companysbusiness, as well as the track record of the individualemployee.
3. Variable Pay is based on the performance rating of theindividual employee.
5
RUSSELL CREDIT LIMITED
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Dat
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May
, 201
7 Sa
radi
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Dut
ta
Dire
ctor
6
RUSSELL CREDIT LIMITED
[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, includingoverview 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 aligningitself with the CSR Policy of ITC.
The Company undertakes CSR activities:
as listed in Schedule VII to the Companies Act, 2013, in linewith the CSR initiatives of ITC and as approved by the CSRCommittee of the Company;
directly or through a registered trust or a registered societyor a company established under Section 8 of the Companies Act,2013.
The Company may collaborate with ITC or other companies forundertaking 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 nancialyears ` 5,512.82 lakhs 4. Prescribed CSR expenditure (2% of theamount stated under 3 above) ` 110.26 lakhs5. Details of CSR spendsduring 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 isdetailed 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 ITCRural Development Trust, Kolkata
The CSR Committee of the Board has con rmed that theimplementation and monitoring of the CSR Policy is in compliancewith the CSR objectives and Policy of the Company.
On behalf of the Board
R. Tandon Chairman CSR CommitteeDated : 3rd May, 2017 SaradinduDutta Director
Policy on dealing with Related Party Transactions
1. The Company shall not enter into any contract or arrangementwith a related party without the approval of the AuditCommittee.
2. The Audit Committee may, in the interest of the conduct ofaffairs of the Company, grant omnibus approval for related partytransactions that are repetitive in nature, provided that theaggregate value of transactions which can be approved by theCommittee in a nancial year under the omnibus route shall notexceed 5% of the revenue of operations of the Company as per itslast audited nancial statements, with the value of each suchtransaction not exceeding 1% of the revenue of operations.
3. While assessing a proposal for approval under the omnibusroute, the Audit Committee to satisfy itself on the need for suchapproval and that the same is in the interest of the Company. Forthis purpose, the following shall be placed before the AuditCommittee while seeking omnibus approval:
(a) The name(s) of the related party and the nature and durationof the transaction;
(b) The maximum amount that can be transacted;
(c) The indicative base price / current contracted price and theformula for variation in the price, if any; For this purpose, (i)price will mean the estimated money consideration under a contractof sale or purchase of goods or services, net of applicable taxessuch as Sales Tax / Value Added Tax / Service Tax and (ii) theformula for variation of the price to be based on one of theglobally accepted methods of establishing arms length pricing suchas Comparable Uncontrolled Price (CUP), Cost Plus, Transaction NetMargin and Resale Price Method.
(d) Any other information relevant or important for the AuditCommittee to take a decision on the proposed transaction.
4. The Audit Committee shall review, at least on a half-yearlybasis, the details of related party transactions entered into bythe Company pursuant to the omnibus approval; such omnibus approvalto be valid for the nancial year.
5. Where the need for related party transactions cannot beforeseen and the details mentioned in (3) above are not available,the Audit Committee may grant omnibus approval for suchtransactions subject to their value not exceeding ` 50 lakhs pertransaction.
7
RUSSELL CREDIT LIMITED
[Pursuant to Section 134(3)(h) of the Companies Act, 2013 andRule 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) Durationof the contracts / arrangements / transactionsd) Salient terms ofthe contracts or arrangements or transactions including thevalue,
if anye) Justi cation for entering into such contracts orarrangements or transactionsf) Date(s) of approval by the Boardg)Amount paid as advances, if anyh) Date on which the specialresolution was passed in general meeting as required
under rst proviso to Section 188
a) Name(s) of the related party and nature of relationship NorthEast Nutrients Private Limited (NENPL), fellow subsidiary
b) Nature of contracts / arrangements / transactions Securedinter-corporate loan of ` 800 lakhs to NENPL
c) Duration of the contracts / arrangements / transactions Notexceeding one year from 21st January, 2016
d) Salient terms of the contracts or arrangements ortransactions including the value, if any
Secured by hypothecation of NENPLs movable xed assets, inventoryand receivables
Interest payable on quarterly basis 12% per annum
e) Date(s) of approval by the Board, if any The Board ofDirectors of the Company at the meeting held on 18th December, 2014delegated the power to two Directors to grant inter-corporate loansto fellow Indian subsidiaries
f) Amount paid as advances, if any Nil
On behalf of the Board
R. Tandon Chairman
Dated : 3rd May, 2017 Saradindu Dutta Director
6. Transactions of the following nature are not to be subjectedto the omnibus approval mechanism:
(a) Transactions which are not in the ordinary course ofbusiness 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 innature;
(d) Transactions in respect of sale or disposal of anyundertaking of the Company.
7. As the term transaction has not been de ned in the CompaniesAct, 2013 and the Rules framed thereunder, it will mean a singletransaction or a group of transactions under a single contract orarrangement in line with the de nition prescribed for listedcompanies under the SEBI Regulations.
8. In the event any contract or arrangement with a related partyis 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 theBoard and / or shareholders, as applicable, for such contract orarrangement.
9. The requisite details of (a) material related partytransactions and (b) related party transactions which are not atarms length, shall be disclosed in the Annual Report in terms ofthe Companies Act, 2013 & the Rules framed thereunder and theRBI Regulations.
For this purpose, a transaction with a related party shall beconsidered material if the transaction(s) to be entered intoindividually or taken together with previous transactions during anancial year, exceeds 10% of the revenue of operations of theCompany as per its last audited nancial statements.
8
RUSSELL CREDIT LIMITED
EXTRACT OF ANNUAL RETURN
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule12(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 PublicCompany limited by shares
v) Address of the Registered of ce and contact details :Virginia House37 J. L. Nehru RoadKolkata 700 071Phone: 033 22884086 / 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 TransferAgent, if any : N.A.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of thetotal 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 ASSOCIATECOMPANIES
Sl. No. CIN / GLN Holding / Subsidiary / Associate
% of shares held in Applicable Section
1. ITC LimitedVirginia House37 Jawaharlal Nehru RoadKolkata 700071
L16005WB1910PLC001985 Holding company 100.00% 2(46)
2. Greenacre Holdings Limited ITC Centre37 J. L. NehruRoadKolkata 700 071
U55202WB1986PLC049467 Subsidiary company 100.00% 2(87)
3. International Travel House LimitedTravel House, T-2CommunityCentreSheikh 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 700016
U65993WB1993PLC060271 Associate company 33.33% 2(6)
6. Russell Investments Limited21 Prafulla Sarkar StreetKolkata700 072
U65993WB1987PLC043324 Associate company 25.43% 2(6)
7. Maharaja Heritage Resorts Limited25, Community Centre, BasantLok, Vasant ViharNew Delhi 110 057
U74899DL1995PLC099649 Associate company 25.00% 2(6)
9
RUSSELL CREDIT LIMITED
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup aspercentage of Total Equity)
(i)
Category of Shareholders
No. of Shares held at the beginning of the year No. of Sharesheld 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 67,28,76,57767,28,76,577 100.00 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 67,28,76,577100.00 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 67,28,76,577 100.0067,28,76,577 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 sharecapital upto ` 1 lakh ii) Individual shareholders holding nominalshare 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 67,28,76,577100.00 Nil
(ii)
Sl. No. Shareholders Shareholding at the beginning of the yearShareholding 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 NilNil
10
RUSSELL CREDIT LIMITED
(iii)
Sl. No.
Shareholding at the beginning of the yearNo. of Shares % oftotal Shares of No. of Shares % of total Shares of
At the beginning of the year
No change during the yearDate wise Increase / Decrease inPromoters Shareholding during the yearAt the end of the year
(iv) NOT APPLICABLE
(v) Shareholding of Directors and Key Managerial Personnel: Noneof the Directors and Key Managerial Personnel hold any share in theCompany 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 theIncome-tax Act, 1961 25.38
(b) Value of perquisites under Section 17(2) of the Income-taxAct, 1961 4.58
(c) Pro ts in lieu of salary under Section 17(3) of theIncome-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 ofthe Company computed in accordance with Section 198 of the saidAct)
244.76
Note: Mr. S. Jain is on deputation from ITC Limited (ITC) andhas been granted Stock Options by ITC under its Employee StockOption Schemes at market price [within the meaning of theSecurities and E change oard of India (Share ased Employee ene ts)Regulations, 2014]. Since such Options are not tradeable, no peruisite or bene t is immediately conferred upon him by such grant ofOptions, and accordingly the said grant has not been considered asremuneration.
(` 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 netpro ts of the Company computed in accordance with Section 198 ofthe said Act)
538.48
11
RUSSELL CREDIT LIMITED
(` in lakhs)
Sl. No.
(refer Note)
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of theIncome-tax Act, 1961 47.60
(b) Value of perquisites under Section 17(2) of the Income-taxAct, 1961 7.99
(c) Pro ts in lieu of salary under Section 17(3) of theIncome-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 EmployeeStock Option Schemes at market price [within the meaning of theSecurities and E change oard of India (Share ased Employee ene ts)Regulations, 2014]. Since such Options are not tradeable, no peruisite or bene t is immediately conferred upon him by such grant ofOptions, and accordingly the said grant has not been considered asremuneration.
Act, 2013 : None
On behalf of the Board
R. Tandon Chairman
Dated : 3rd May, 2017 Saradindu Dutta Director
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2017
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule9 of
The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014]
To,
Virginia House, 37, J.L. Nehru Road,Kolkata 700 071
1. We have conducted the secretarial audit of the compliance ofapplicable statutory provisions and the adherence to good corporatepractices by (hereinafter called the Company) for the nancial yearended 31st March, 2017. Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinionthereon.
2. On the basis of veri cation of the secretarial compliance andon the basis of secretarial audit of Companys books, papers, minutebooks, forms and returns led and other records maintained by theCompany, as shown to us during the said audit and also based on theinformation provided by the Company, its of cers, agents andauthorized representatives during the conduct of secretarial audit,we hereby report that in our opinion and to the best of ourunderstanding, the Company has, during the audit period coveringthe nancial year ended on 31st March, 2017, complied with thestatutory provisions listed hereunder and also that the Company hasadequate Board processes and compliance mechanism in place to theextent, in the manner and subject to the reporting madehereinafter.
3.
(a) We have examined the secretarial compliance based on thebooks, papers, minute books, forms and returns led and otherrecords maintained by the Company for the nancial year ended on31st March, 2017 and as shown to us during our audit, according tothe provisions of the following laws: (i) The Companies Act, 2013(the Act) and the Rules made thereunder; (ii) The Foreign ExchangeManagement Act, 1999 and the Rules and Regulations made thereunder,as applicable;(iii) The Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act, 1992 (SEBI Act)viz. :-
a) The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;
(b) We have also examined the secretarial compliance based onthe books, papers, forms and returns led and other recordsmaintained by the Company for the nancial year ended on 31st March,2017 according to the provisions of the following laws speci callyapplicable to the Company and as shown to us during our audit:
(i) Systemically Important Non-Banking Financial (Non - DepositAccepting 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 ImportantNon-Deposit taking Company and Deposit taking Company (ReserveBank)
Directions, 2016, with effect from 1st September, 2016;
(iv) Other RBI Regulations as applicable to SystemicallyImportant Non-Deposit taking NBFCs.
12
RUSSELL CREDIT LIMITED
(v) Reserve Bank of India and Securities and Exchange Board ofIndia guidelines relating to Mutual Fund Advisor.
4. We have also examined compliance with the applicable clausesof the following:
(i) Secretarial Standards issued by The Institute of CompanySecretaries of India under Section 118 of the Companies Act,2013.
5. On the basis of the audit as referred above and to the bestof our knowledge, understanding and belief, we are of the view thatduring the period under review the Company has complied with theprovisions of the Act, Rules, Regulations, Guidelines, Standards,etc. mentioned above in paragraph 3(a), 3(b) and paragraph 4 ofthis report.
6. We further report that,
a) The Board of Directors of the Company is duly constitutedwith proper balance of Non-Executive Directors and IndependentDirectors, in compliance with the applicable provisions of law.There has been no change in the composition of the Board ofDirectors of the Company during the period under review.
b) Adequate notice is given to all Directors to schedule theBoard Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking andobtaining further information and clari cations on the agenda itemsbefore the meeting and for meaningful participation at themeeting.
7. We further report that there are adequate systems andprocesses in the Company commensurate with the size and operationsof the Company to monitor and ensure compliance with applicablelaws, rules, regulations and guidelines.
8. This Report is to be read with our letter of even date whichis 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 ended31/03/2017 of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility ofthe management of the Company. Our responsibility is to express anopinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as wereappropriate to obtain reasonable assurance about the correctness ofthe contents of the secretarial records. The veri cation was doneon test basis to ensure that correct facts are re ected insecretarial 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 ofnancial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Managementrepresentation about the compliance of laws, rules and regulationsand happening of events etc.
5. The compliance of the provisions of corporate and otherapplicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to theveri cation of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as tothe future viability of the Company nor of the ef cacy oreffectiveness with which the management has conducted the affairsof the Company.
For, ANJAN KUMAR ROY & CO.
ANJAN KUMAR ROY
Proprietor
Place : Kolkata FCS No. 5684
Date : 26/04/2017 CP. No. 4557
13
RUSSELL CREDIT LIMITED
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF RUSSELL CREDITLIMITED
We have audited the accompanying nancial statements of RUSSELLCREDIT LIMITED (the Company), which comprise the Balance Sheet asat 31st March, 2017, the Statement of Pro t and Loss and the CashFlow Statement for the year then ended, and a summary of the signicant accounting policies and other explanatory information.
The Companys Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act, 2013 (the Act) withrespect to the preparation of these nancial statements that give atrue and fair view of the nancial position, nancial performance andcash ows of the Company in accordance with the accountingprinciples generally accepted in India, including the AccountingStandards prescribed under Section 133 of the Act.
This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgementsand estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal nancialcontrols, that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to thepreparation and presentation of the nancial statements that give atrue 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 nancialstatements based on our audit.
In conducting our audit, we have taken into account theprovisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report underthe provisions of the Act and the Rules made thereunder.
We conducted our audit of the nancial statements in accordancewith the Standards on Auditing speci ed under Section 143(10) ofthe Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether the nancial statements are free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidenceabout the amounts and the disclosures in the nancial statements.The procedures selected depend on the auditors judgement, includingthe assessment of the risks of material misstatement of the nancialstatements, whether due to fraud or error. In making those riskassessments, the auditor considers internal nancial controlrelevant to the Companys preparation of the nancial statements thatgive a true and fair view in order to design audit procedures thatare appropriate in the circ*mstances. An audit also includesevaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the CompanysDirectors, as well as evaluating the overall presentation of thenancial statements.
We believe that the audit evidence, obtained by us is suf cientand appropriate to provide a basis for our audit opinion on thenancial statements.
Opinion
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid nancial statementsgive the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs ofthe Company as at 31st March, 2017, and its pro t and its cash owsfor the year ended on that date.
1. As required by Section 143 (3) of the Act, based on our auditwe report, to the extent applicable that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.
b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears from ourexamination of those books.
c) The Balance Sheet, the Statement of Pro t and Loss, and theCash Flow Statement dealt with by this Report are in agreement withthe books of account
d) In our opinion, the aforesaid nancial statements comply withthe Accounting Standards prescribed under Section 133 of theAct.
e) On the basis of the written representations received from thedirectors as on 31st March, 2017 taken on record by the Board ofDirectors, 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 controlsover nancial reporting of the Company and the operatingeffectiveness
of such controls, refer to our separate Report in Annexure A.Our report expresses an unmodi ed opinion on the adequacy andoperating effectiveness of the Companys internal nancial controlsover nancial reporting.
g) With respect to the other matters to be included in theAuditors Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, as amended, in our opinion and to thebest of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigationson its nancial position in its nancial statements in accordancewith the generally accepted accounting practice - also refer Note 6and Note 21(ii)(a) to the nancial statements.
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeablelosses.
iii. There were no amounts which were required to be transferredto the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in thenancial statements as regards its holding and dealings in Speci edBank Notes as de ned in the Noti cation S.O. 3407(E) dated the 8thNovember, 2016 of the Ministry of Finance, during the period from8th November, 2016 to 30th December, 2016. Based on auditprocedures performed and the representations provided to us by themanagement we report that the disclosures are in accordance withthe books of account maintained by the Company and as produced tous by the Management. Also refer Note 21 (v) to the nancialstatements.
2. As required by the Companies (Auditors Report) Order, 2016(the Order) issued by the Central Government in terms of Section143(11) of the Act, we give in Annexure B a statement on thematters 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 (MembershipNo. 100459)
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT (Referred to inparagraph 1(f) under Report on Other Legal and RegulatoryRequirements section of our report of even date)Report on theInternal Financial Controls Over Financial Reporting
2013 (the Act)We have audited the internal nancial controls overnancial reporting of RUSSELL CREDIT LIMITED (the Company) as of31st March, 2017 in conjunction with our audit of the nancialstatements of the Company for the year ended on that date.
The Companys management is responsible for establishing andmaintaining internal nancial controls based on the internal controlover nancial reporting criteria established by the Companyconsidering the
essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants ofIndia. These responsibilities include the design, implementationand maintenance of adequate internal nancial controls that wereoperating effectively for ensuring the orderly
and ef cient conduct of its business, including adherence tocompanys policies, the safeguarding of its assets, the preventionand detection of frauds and errors, the accuracy and completenessof the accounting records, and the timely preparation of reliablenancial information, as required under the Companies Act, 2013.
Auditors ResponsibilityOur responsibility is to express anopinion on the Companys internal nancial controls over nancialreporting based on our audit. We
conducted our audit in accordance with the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting (theGuidance Note) issued by the Institute of Chartered Accountants ofIndia and the Standards on Auditing prescribed under Section143(10) of the Companies Act, 2013, to the extent applicable to anaudit of internal nancial controls. Those Standards and theGuidance Note require
that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequateinternal nancial controls over nancial reporting was establishedand maintained
and if such controls operated effectively in all materialrespects.Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal nancial controls systemover nancial reporting and their operating effectiveness. Our auditof
internal nancial controls over nancial reporting includedobtaining an understanding of internal nancial controls overnancial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditors judgement, including theassessment of the risks of material misstatement of the nancialstatements, whether due to fraud or error.We believe that the auditevidence we have obtained is suf cient and appropriate to provide abasis for our audit opinion on the
14
RUSSELL CREDIT LIMITED
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2 under Report on Other Legal andRegulatory Requirements section of our report of even date)(i) (a)The Company has maintained proper records showing fullparticulars,
including quantitative details and situation of property, plantand equipment.
(b) The property, plant and equipment were physically veri edduring the year by the management in accordance with a regularprogramme of veri cation which, in our opinion, provides forphysical veri cation of all the property, plant and equipment atreasonable intervals. According to the information and explanationsgiven to us, no material discrepancies were noticed on such verication.
(c) With respect to immovable properties of acquired land andbuildings that are freehold, according to the information andexplanations given to us and the records examined by us and basedon the examination of the registered sale deed / transfer deed /conveyance deed / court orders approving schemes of amalgamationsprovided to us, we report that, the title deeds, of such immovableproperties are held in the name of the Company as at the balancesheet date.
(ii) The Company does not have any inventory and hence reportingunder clause (ii) of the Order is not applicable.
(iii) The Company has not granted any loans, secured orunsecured, to companies, rms, Limited Liability Partnerships orother parties covered in the Register maintained under Section 189of the Companies Act, 2013.
(iv) In our opinion and according to the information andexplanations given to us, the Company has complied with theprovisions of Sections 185 and 186 of the Companies Act, 2013 inrespect of grant of loans, making investments and providingguarantees 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 areno unclaimed deposits under the provisions of Sections 73 to 76 orany 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 notapplicable.
(vii) According to the information and explanations given to us,in respect of statutory dues: (a) The Company has been regular indepositing undisputed
statutory dues, including Provident Fund, Income-tax, Sales Tax,Service Tax, Value Added Tax, Cess and other material statutorydues applicable to it with the appropriate authorities. CustomsDuty and Excise Duty are not applicable to the Company.
(b) Details of dues of Income-tax, Sales Tax, Service Tax andValue 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 nancialreporting.Meaning of Internal Financial Controls Over FinancialReportingA companys internal nancial control over nancial reportingis a process designed to provide reasonable assurance regarding thereliability of nancial reporting and the preparation of nancialstatements for external purposes in accordance with generallyaccepted accounting principles. A companys internal nancial controlover nancial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly re ect the transactions anddispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permitpreparation of nancial statements in accordance with generallyaccepted accounting principles, and that receipts and expendituresof the company are being made only in accordance withauthorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition, use, or disposition of thecompanys assets that could have a material effect on the nancialstatements.
ReportingBecause of the inherent limitations of internal nancialcontrols over nancial reporting, including the possibility ofcollusion or improper
management override of controls, material misstatements due toerror or
fraud may occur and not be detected. Also, projections of anyevaluation of the internal nancial controls over nancial reportingto future periods are subject to the risk that the internal nancialcontrol over nancial reporting may become inadequate because ofchanges in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.OpinionIn our opinion, tothe best of our information and according to the explanations givento us, the Company has, in all material respects, an adequateinternal nancial controls system over nancial reporting and suchinternal nancial controls over nancial reporting were operatingeffectively as at 31st March, 2017, based on the internal controlover nancial reporting criteria established by the Companyconsidering the essential components of internal control stated inthe Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of CharteredAccountants 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
Tamil Nadu General Sales Tax Act & Central Sales Tax Act
Sales Tax
19.24 2004-05 Commercial Tax Of cer
Tamil Nadu General Sales Tax Act & Central Sales Tax Act
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 asabove, ` 178.35 lakhs has been stayed for recovery by the relevantauthorities.
(viii) The Company has not taken any loans or borrowings fromnancial institutions, banks and government or has not issued anydebentures. Hence reporting under clause (viii) of the Order is notapplicable to the Company.
(ix) The Company has not raised moneys by way of initial publicoffer or further public offer (including debt instruments) or termloans and hence reporting under clause (ix) of the Order is notapplicable.
(x) To the best of our knowledge and according to theinformation and explanations given to us, no fraud by the Companyand no material fraud on the Company by its of cers or employeeshas been noticed or reported during the year.
(xi) In our opinion and according to the information andexplanations given to us, the Company has paid / providedmanagerial remuneration in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V tothe Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reportingunder clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information andexplanations given to us the Company is in compliance with Sections177 and 188 of the Companies Act, 2013, where applicable, for alltransactions with the related parties and the details of relatedparty transactions have been disclosed in the nancial statementsetc. as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partlyconvertible debentures and hence reporting under clause (xiv) ofthe Order is not applicable to the Company.
(xv) In our opinion and according to the information andexplanations given to us, during the year the Company has notentered into any non-cash transactions with its directors ordirectors of its holding, subsidiary or associate company or personconnected with them and hence provisions of Section 192 of theCompanies Act, 2013 are not applicable.
(xvi) The Company is required to be registered under Section45-IA of the Reserve Bank of India Act, 1934 and it has obtainedthe registration.
For A. F. FERGUSON & COChartered Accountants
(Firms Registration No. 112066W)
Ketan VoraPlace: Kolkata PartnerDate: 3rd May, 2017 (MembershipNo. 100459)
15
RUSSELL CREDIT LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017For the year ended For the year ended Note 31st March, 2017 31stMarch, 2016 (` in lakhs) (` in lakhs)
Revenue from operations 16 4,627.64 5,898.34 Other income 171,339.07 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 theFinancial Statements.
In terms of our report attached
For A. F. Ferguson & Co. On behalf of the Board CharteredAccountants
KETAN VORA SARADINDU DUTTA Director R. TANDON ChairmanPartner S.SURESH KUMAR Chief inancial Of cer S. JAIN Manager & CompanySecretary
Kolkata, 3rd May, 2017
BALANCE SHEET AS AT 31ST MARCH, 2017 As at As at Note 31stMarch, 2017 31st March, 2016 (` in lakhs) (` in lakhs) EQUITY ANDLIABILITIES
Shareholders funds Share capital 1 64,647.88 64,647.88 Reservesand surplus 2 16,148.98 80,796.86 12,727.13 77,375.01
Deferred tax liabilities (Net) 3 90.35 Long-term provisions 447.21 47.21 42.68 133.03
Current liabilities Other current liabilities 5 191.99 55.66Short-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 1,351.73Non-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 22,615.646,645.15 24,962.65
Current assets Inventories 11 55,500.29 33,717.71 Tradereceivables 12 1,072.66 1,495.61 Cash and bank balances 13 607.2815,852.72 Short-term loans and advances 14 1,357.20 1,552.50 Othercurrent assets 15 0.84 58,538.27 63.75 52,682.29
TOTAL 81,153.91 77,644.94
The accompanying notes 1 to 22 are an integral part of theFinancial Statements.
In terms of our report attached
For A. F. Ferguson & Co. On behalf of the Board CharteredAccountants
KETAN VORA SARADINDU DUTTA Director R. TANDON ChairmanPartner S.SURESH KUMAR Chief inancial Of cer S. JAIN Manager & CompanySecretary
Kolkata, 3rd May, 2017
16
RUSSELL CREDIT LIMITED
For the year ended For the year ended 31st March, 2017 31stMarch, 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 ofproperty, plant and equipment 314.62 0.08 Provision on assets heldfor sale during the year 21.86 - Provision on standard assetscreated 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 advances1,832.94 (7,545.37) Other liabilities and provisions 162.73 (45.88)(19,363.96) 3,403.02 CASH GENERATED FROM/(USED IN) OPERATIONSBEFORE INTEREST AND DIVIDEND (18,016.21) 7,016.89 Interest incomeother than deposits with banks 2,640.81 1,630.52 Dividend incomefrom long-term investments 154.17 298.41 Dividend income fromequity market operations 9.73 Dividend income from mutual fundsheld as stock-in-trade 12.86 2,794.98 1,951.52 CASH GENERATEDFROM/(USED IN) OPERATIONS (15,221.23) 8,968.41 Income tax paid(1,453.28) (2,069.74) NET CASH GENERATED FROM/(USED IN) OPERATINGACTIVITIES (16,674.51) 6,898.67
Disposal of property, plant and equipment 105.06 - Purchase ofSubsidiary - Wills Corporation Limited [Refer Note 21 (ix) (A)](488.56) Purchase of Subsidiary - BFIL Finance Limited [Refer Note21 (ix) (B)] - ... Sale of long-term investments 384.37 Redemptionproceeds from xed deposit 15,782.74 - Investment in debentures ofSubsidiary - 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 banks1,324.02 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 DividendPaid (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 CASHEQUIVALENTS PURSUANT TO THE SCHEME OF 1.52 AMALGAMATION [Refer Note2(I) below] CASH AND CASH EQUIVALENTS PURSUANT TO THE SCHEME OF70.06 AMALGAMATION [Refer Note 2(II) below] CLOSING CASH AND CASHEQUIVALENTS 415.29 69.97
Notes: 1. The above Cash Flow Statement has been prepared underthe
Indirect Method as set out in Accounting Standard - 3 Cash FlowStatements.
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 Limitedwas transferred to and vested in the Company, from 1st April, 2015at the values stated below :
(` in lakhs)
(i) Reserves & surplus 92.81 (ii) Other long-termliabilities 24.00 (iii) Long-term provisions 4.88 (iv) Othercurrent liabilities 1.75 (v) Tangible assets 41.05 (vi) Long-termloans 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 Sharesof ` 10.00 each of Wills Corporation Limited acquired by theCompany 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 wastransferred to and vested in the Company, from 1st April, 2015 atthe 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 equivalents70.06(vii) Other bank balances 169.09(viii)Other current assets23.93
Net Assets 165.00
17
RUSSELL CREDIT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
As at 31st March, 2017
(No. of Shares)
As at 31st March, 2017
(` in lakhs)
As at 31st March, 2016
(No. of Shares)
As at 31st March, 2016
(` in lakhs)1. Share capital
AuthorisedEquity Shares of ` 10.00 each 70,00,00,000 70,000.0070,00,00,000 70,000.00 Issued and SubscribedEquity Shares of `10.00 each, fully paidEquity Shares of ` 10.00 each, ` 6.50 pershare 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 beginningand at the end of the year (partly paid up) 7,54,22,400 4,902.467,54,22,400 4,902.46
TOTAL 64,647.88 64,647.88
As at 31st March, 2017
(No. of Shares)
As at 31st March, 2017
%
As at 31st March, 2016
(No. of Shares)
As at 31st March, 2016
%Issued, Subscribed and Fully PaidupITC Limited Holding Company59,74,54,177 100.00 59,74,54,177 100.00Issued, Subscribed but notFully PaidupITC Limited Holding Company 7,54,22,400 100.007,54,22,400 100.00
C) Rights, preferences and restrictions attached to the EquityShares
In respect of the Equity Shares of the Company having par valueof ` 10.00 per share, the voting rights and entitlement to dividendare in the same proportion as the capital paidup on such EquityShares.
As at 31st March, 2017
(` in lakhs)
As at 31st March, 2016
(` 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 tothe Scheme of Amalgamation [Refer Note 21 (ix) (A)] At the end ofthe year
Special Reserve u/s 45IC of the Reserve Bank of India Act, 1934At the beginning of the year Add: Transfer from Surplus inStatement of Pro t and Loss
At the end of the year
Surplus in Statement of Pro t and Loss At the beginning of theyear 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 Bankof India Act, 1934
Interim Dividend [Nil (2016 ` 0.70) per share] Income tax paidon 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 Sharesof ` 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 andadvances (asset) acquired at ` 113.00 lakhs, by the Company duringthe previous year, were cancelled.
3. Since the Company is an investment company, purchase and saleof investments and investments in xed deposits have been consideredas part of Cash Flow from Investing Activities and income earned oninvestments have been considered as part of Cash Flow fromOperating Activities.
4. CASH AND CASH EQUIVALENTS: 2015-16 (` in lakhs) (` inlakhs)
Cash and Cash Equivalents as above 415.29 69.97 Other bankbalances 191.99 15,782.75 Cash and bank balances (Note 13) 607.2815,852.72
The accompanying notes 1 to 22 are an integral part of theFinancial Statements.
In terms of our report attached
For A. F. Ferguson & Co. On behalf of the Board CharteredAccountants
KETAN VORA SARADINDU DUTTA Director R. TANDON ChairmanPartner S.SURESH KUMAR Chief inancial Of cer S. JAIN Manager & CompanySecretaryKolkata, 3rd May, 2017
18
RUSSELL CREDIT LIMITED
As at 31st March, 2017
(` in lakhs)
As at 31st March, 2016
(` in lakhs)
Provision for employee bene ts Provision for compensatedabsences 12.15 9.20 Provision for gratuity 6.01 4.43 OthersContingent provision against standard assets 29.05 29.05 TOTAL47.21 42.68
As at 31st March, 2017
(` in lakhs)
As at 31st March, 2016
(` in lakhs)5. Other current liabilities Security deposits fromHolding Company 36.00 36.00 Liability for Share based payment tomanagers on deputation - payable to Holding Company 138.57 Otherpayables Statutory liabilities 6.41 3.99 Liabilities for expenses11.01 15.67 TOTAL 191.99 55.66
As at 31st March, 2017
(` in lakhs)
As at 31st March, 2016
(` in lakhs)
Provision for litigation/disputes [Refer Note 21(x)] 81.2481.24
Provision for tax (net of Advance Tax) 36.61
TOTAL 117.85 81.24
NOTES TO THE FINANCIAL STATEMENTS (Contd.)
As at 31st March, 2017
(` in lakhs)
As at 31st March, 2016
(` in lakhs)
Deferred tax liabilities On scal allowances on property, plantand 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 Equipment2,508.57 3.42 3.42 2,508.57 - 1,368.56 1,140.01 1,000.01 3.42196.98 3.42 1,196.99 227.37 948.87 475.49 664.52 1,311.58 1,508.56Of ce Equipment 1.60 - 1.60 - - - - 1.52 - - 1.52 - - - - - - 0.08TOTAL 2,510.17 60.57 5.02 2,565.72 1,368.56 1,197.16 1,001.53 19.52197.88 4.94 1,213.99 228.27 948.87 493.39 703.77 1,351.731,508.64
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 2,508.311,196.92 1,311.39 196.97
TOTAL 1,196.90 493.29 703.61 228.25 2,565.46 1,213.92 1,351.54197.87 * Note: The lease rental from these leased assets of `401.35 lakhs (2016 : ` 598.53 lakhs) is included in Lease and otherrental income under Revenue from operations (Note 16).
19
RUSSELL CREDIT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (Contd.) As at As at 31stMarch, 2017 31st March, 2016 (` in lakhs) (` in lakhs)
8. Quoted Unquoted Quoted Unquoted
A. TRADE INVESTMENTS INVESTMENT IN EQUITY INSTRUMENTS InSubsidiaries Greenacre Holdings Limited 4,210.34 4,210.344,20,60,166 Equity Shares of ` 10.00 each, fully paid
In Associates Russell Investments Limited 427.57 427.5742,75,437 Equity Shares of ` 10.00 each, fully paid
Divya Management Limited 693.07 693.07 41,82,915 Equity Sharesof ` 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 36,26,633Equity Shares of ` 10.00 each, fully paid
Maharaja Heritage Resorts Limited (a joint venture of theHolding 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 50,27,565Equity Shares of ` 2.00 each, fully paid EIH Limited 4,837.884,837.88 65,56,551 Equity Shares of ` 2.00 each, fully paid
B. OTHER INVESTMENTS INVESTMENT IN EQUITY INSTRUMENTS LotusCourt Limited
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