United Spirits

Rs. Million 
                                                     2009          2008
 
 1.  Contingent Liabilities
 
 a) (i) Guarantee given on behalf of other 
        bodies corporate(including performance 
        guarantees)                             31,397.558   24,887.119
 
 (ii) Guarantees given by the Companys bankers 
      for which Counter Guarantees have been 
      given by the Company                         172.217      125.151
 
 b) Disputed claims against the Company not 
    acknowledged as debts, currently under 
    appeal/sub judice:
 
 (i) Excise demands for excess wastages and 
    distillation losses                            238.384      176.179
 
 (ii) Other miscellaneous claims                   244.274      215.178
 
 (iii) Income Tax demand (including interest) 
       under appeal                                305.186      198.175
 
 (iv) Sales Tax demands under appeal in 
      various states                               604.036      634.134
 
 c) Co-accepted bills of Tie-up Units-since 
    fully settled                                   15.016      216.740
 
 d) Claims from suppliers not acknowledged as debts 45.449       50.967
 
 The Management is hopeful of succeeding in the above appeals/ disputes
 based on legal opinions/ legal precedents.
 
 2.  A.  The Scheme of Amalgamation under Section 391 to 394 of the
 Companies Act, 1956 for the amalgamation of Shaw Wallace & Company
 Limited (SWCL), a subsidiary company, and Primo Distributors Private
 Limited (Primo), a wholly owned subsidiary company, (together
 Transferor Companies) with the Company (the Scheme) and their
 respective shareholders, with April 1,2007 being the Appointed Date,
 has been sanctioned by the Honble High Court of Kamataka, the Honble
 High Court of Judicature at Bombay and the Honble High Court at
 Calcutta.
 
 Upon necessary filings with the respective Registrar of Companies, the
 Scheme has become effective on July 6, 2009 and the effect thereof have
 been given in these accounts. Consequently,
 
 a.  In terms of the Scheme the entire business and undertaking of
 Transferor Companies including all assets and liabilities, as a going
 concern, stand transferred to and vested in the Company (hereinafter
 referred to as Amalgamation) with effect from April 1, 2007 being the
 Merger Appointed Date.
 
 b.  Primo ceased to be subsidiary of the Company and Shaw Wallace
 Breweries Limited (SWBL) became a direct subsidiary of the Company.
 Primo stands dissolved without being wound up. SWCL will be dissolved
 without winding up by separate order by the Honble High Court at
 Calcutta.
 
 SWCL was engaged in manufacture and sale of potable alcohol and Primo
 was engaged in the business of distribution of alcoholic beverages.
 
 (I) In consideration of the amalgamation, the Company will issue :
 
 a) 7,749,121 equity shares of Rs. 10/- each aggregating to Rs.77.491
 Million in the ratio of 4 (four) fully paid up Equity Shares of the
 face value of Rs.10/- each of the Company for every 17 (Seventeen)
 fully paid up equity shares of Rs.10/- each held in SWCL [also refer
 Note 2 (A)(ll) below].
 
 Pending issue of these Equity Shares, a sum of Rs. 77.491 Million has
 been shown under Equity Share Capital Suspense. Subsequently, on July
 24, 2009, the allotment of the Companys shares to the eligible
 shareholders of SWCL has been completed. Steps have been taken to list
 the shares with the stock exchanges where the existing shares of the
 Company are currently listed.
 
 b) As Primo was a wholly owned subsidiary of the Company, no
 consideration was payable pursuant to amalgamation of Primo with the
 Company.
 
 (II) Pursuant to the Scheme, Equity Shares to be issued as above
 include 4,925,231 Equity Shares of Rs.10/- each fully paid up to Palmer
 Investment Group Limited(Palmer), R.G.Shaw & Company Limited (R G
 Shaw), JIHL Nominees Limited (JIHL Nominees), Shaw Scott & Company
 Limited (Shaw Scott), Shaw Darby & Company Limited (Shaw Darby) and
 Thames Rice Milling Company Limited (Thames Rice), subsidiaries of the
 Company, in exchange for the 20,932,244 Equity Shares of Rs,10/- each
 fully paid up held by them in the share capital of SWCL, in the
 proportion of Equity Shares heldby them respectively.
 
 (III) Pursuant to the Scheme, 10,282,553 Equity Shares of Rs.10/- each
 fully paid up held by SWCL and 1,306,431 Equity Shares of Rs.10/- each
 fully paid up held by Primo in the share capital of the Company, were
 to be transferred to the SWCL Benefit Trust and the Primo Benefit Trust
 established by virtue of trust deeds dated July 25, 2008 for the
 benefit of SWCL and Primo respectively. Upon the Scheme becoming
 effective, the beneficial interest in SWC Benefit Trust and Primo
 Benefit Trust stands transferred and vested in the USL Benefit Trust
 established by virtue of trust deed dated September 26, 2006 for the
 benefit of the Company.  Subsequent to the year end, on June 30, 2009
 SWCL has sold 10,282,553 Equity Shares held by it in the Company in the
 open market, through the stock exchanges and 1,306,431 Equity shares
 held by Primo in the Company has been transferred to Primo Benefit
 Trust on July 6, 2009 which stands vested with USL Benefit Trust in
 terms of the Scheme.
 
 (IV) Pursuant to the scheme, the Authorised Share Capital of the
 Company stands increased and reclassified, without any further act or
 deed on the part of the Company, including payment of stamp duty and
 Registrar of Companies fees, by the authorised share capital of the
 transferor companies amounting to Rs 2,092 Million and the Memorandum
 of Association and Articles of Association of the Company stand amended
 accordingly without any further act or deed as the part of the Company.
 
 (V) Accounting for Amalgamation
 
 The amalgamation of the Transferor Companies with the Company is
 accounted for on the basis of the Purchase Method as envisaged in the
 Accounting Standard (AS) -14 on Accounting for Amalgamations specified
 in the Companies (Accounting Standard) Rules 2006 and in terms of the
 Scheme, as below:
 
 a.  All tangible assets [excluding investment in shares held by the
 Transferor Companies in the Company and the interest in the USL Benefit
 Trust in accordance with the terms of the Scheme as explained in Note
 2(A)(III) above] and liabilities of the Transferor Companies at their
 respective fair values.
 
 b.  Interest in USL Benefit Trust, arising from the terms of the Scheme
 as explained in Note 2(A)(III) above, has been accounted as Investment,
 valued and recorded, in the manner prescribed in the Scheme, at the
 average of the weekly high and low of the closing price of the Company,
 on the stock exchange where the shares of the Company are more
 frequently traded in terms of turnover, for the period ended six months
 preceding the Appointed Date, i.e. April 1, 2007, aggregating to Rs.
 9,256.006 Million.
 
 c.  The equity shares directly held by the Company in the Transferor
 Companies stand cancelled and debited to General Reserve of the Company
 [refer (d) below].
 
 d.  Rs.7,860.187 Million, being the difference between the value of net
 assets of the Transferor Companies transferred to the Company
 (determined as stated above) and the face value of equity shares to be
 issued and after adjusting for the equity shares directly held by the
 Company in the Transferor Companies which are cancelled, is credited to
 General Reserve of the Company. This accounting treatment of the
 reserve has been prescribed in the Scheme. Had the Scheme not
 prescribed this treatment, this amount would have been credited to
 Capital Reserve.
 
 e.  The Company, based on the reports by an Independent valuer, has
 revalued, at their respective fair values, all fixed assets being Land,
 Buildings, Plant and Machinery, Furniture and Fixtures and Office
 Equipment and Vehicles, at one location, as at April 1, 2007 and an
 amount of Rs. 80.704 Million, being diminution in value of certain
 Plant and Machinery determined based on their respective disposal value
 as estimated by the independent valuer, has been debited to General
 Reserve. This accounting treatment has been prescribed in the Scheme.
 Had the scheme not prescribed this treatment, Rs.80.704 Million being
 diminution in value of certain fixed assets would have been debited to
 the Profit and Loss Account for the year instead of General Reserve,
 having corresponding impact on the net profit for the year.
 
 B. The Scheme of Amalgamation under Section 391 to 394 of the Companies
 Act, 1956 for the amalgamation of Zelinka Limited (Zelinka or the
 Transferor Company), Cyprus, with the Company (the ZL Scheme) and
 their respective shareholders, with April 1, 2007 being the Appointed
 Date, has been sanctioned by Honble High Court of Karnataka and the
 certified copy of the Order of the Honble High Court of Karnataka has
 been filed with the Registrar of Companies. Zelinka has complied with
 the procedure required to be followed under the local corporate laws of
 Cyprus to give effect to the ZL Scheme. Accordingly, the ZL scheme
 became operative from March 26, 2009. The Company has given effect to
 the ZL Scheme in these accounts with effect from April 1, 2007 being
 the Appointed Date. Consequently, in terms of the ZL Scheme:
 
 a.  The entire business and undertaking of Zelinka including all assets
 and liabilities, as a going concern, stand transferred to and vested in
 the Company with effect from April 1, 2007 being the Merger Appointed
 Date.
 
 b.  Zelinka ceased to be a subsidiary of the Company. Palmer Investment
 Group Ltd, British Virgin Islands and Montrose International SA, Panama
 have become direct wholly owned subsidiaries of the Company. Liquidity
 Inc has become direct subsidiary of the Company.
 
 Zelinka was engaged in Investment related activities.
 
 (I) As Zelinka was a wholly-owned subsidiary of the Company, no
 consideration was payable pursuant to the amalgamation of Zelinka with
 the Company.
 
 (II) Accounting treatment
 
 The amalgamation of Zelinka with the Company is accounted for on the
 basis of the Purchase Method as envisaged in the Accounting Standard
 (AS) -14 on Accounting for Amalgamations specified in the Companies
 (Accounting Standard) Rules 2006 and in terms of the Scheme, as below:
 
 a) All assets and liabilities of the Transferor Company at their
 respective book values.
 
 b) The investment held by the Company irTthe equity share capital of
 the Transferor Company stands cancelled and debited to General Reserve
 of the Company [refer (c) below].
 
 c) Rs. 11.152 Million being the difference between the value of net
 assets of the Transferor Company transferred to the Company (determined
 as stated above) after adjusting for investments cancelled is debited
 to General Reserve of the Company. This accounting treatment of the
 reserve has been prescribed in the ZL Scheme. Had the ZL Scheme not
 prescribed this treatment, this amount would have been debited to
 Goodwill, which would have been charged to the Profit and Loss Account
 for the year as per the accounting policy of the Company, with a
 corresponding impact on the net profit for the year.
 
 d) Interest free loans in foreign currency aggregating to Rs. 7,345.279
 Million as on April 1, 2007, granted by the Company to Zelinka for
 acquisition of long term strategic investments, stand cancelled.
 Exchange difference on such loans aggregating to Rs.144.912 Million as
 on April 1, 2007, accumulated by the Company in Foreign Currency
 Translation Reserve, has been transferred to General Reserve. This
 accounting treatment of the reserve has been prescribed in the ZL
 Scheme. Had the ZL Scheme not prescribed this treatment, this amount
 would have been debited to the Profit and Loss Account for the year
 instead of General Reserve, having corresponding impact on the net
 profit for the year.
 
 Exchange differences of Rs. 570.131 Million on loan to Zelinka arising
 during the year ended March 31, 2008 stands reversed on cancellation of
 such loans on amalgamation.
 
 C. All costs and expenses (including those of the Transferor Companies)
 incidental with the finalisation of the schemes and to put these into
 operation, including expenses in connection with excise and label
 re-registrations, all advisory fees, stamp duty charges, meeting
 expenses, professional fees, consultant fees including expenses and
 other expenses or charges attributable to the implementation of the
 Scheme (expenses relating to amalgamation), aggregating to Rs.146.879
 Million are debited to General Reserve in the books.
 
 This accounting treatment of the costs and expenses has been prescribed
 in the Scheme. Had the Scheme not prescribed this treatment, this
 amount would have been debited to the Profit and Loss Account for the
 year instead of General Reserve, having corresponding impact on the net
 profit for the year.
 
 E.  The Board of Directors of the erstwhile Central Distilleries &
 Breweries Limited (CDBL) (amalgamated with erstwhile SWDL amalgamated
 with the Company in an earlier year) on April 29,1986 decided to issue
 134,700 Equity Shares of Rs.10 each, the allotment whereof was stayed
 by the Honble High Court of Delhi on September 13,1988. The Honble
 High Court of Delhi had vacated its order and has ordered to keep in
 abeyance the allotment on 72,556 shares and the matter is sub-judice.
 The holders, in exchange of these shares will be entitled to 17,776
 equity shares of Rs.10 each of the Company pursuant to a Scheme of
 Arrangement. Necessary adjustments in this respect will be carried out
 on disposal of the matter pending before the aforesaid Court.
 
 F.  Pursuant to the Scheme of amalgamation, the bank accounts,
 agreements, licences and certain immovable properties are in the
 process of being transferred in the name of the Company.
 
 3. The Board of Directors of the Company at their meeting held on
 November 29, 2008 have approved the proposal of merger of Balaji
 Distilleries Limited with the Company with effect from April 1, 2009 as
 per the Scheme of Arrangement between BDL, Chennai Breweries Private
 Limited and the Company, subject to the necessary approvals.
 
 The Draft Rehabilitation Scheme along with the Scheme of Arrangement is
 pending with the Board for Industrial and Financial Reconstruction
 formed under the provisions of Sick Industrial Companies (Special
 Provisions) Act, 1985, for approval.
 
 4.  Fixed Assets
 
 Estimated amount of contracts remaining to be executed on capital
 account and not provided for (net of advances) - Rs.106.562 Million
 (2008: Rs.219.396 Million).
 
 5.  Current Assets, Loans and Advances
 
 a) Loans and Advances include:
 
 i) Rs. 11,093.202 Million (2008: Rs.14,987.889 Million) given as loan
 to the subsidiaries. The entire loan is non interest bearing.
 
 ii) An amount of Rs. 736.429 Million (2008: Rs. 489.847 Million) due
 from a Tie-up unit secured by the assets of the Tie-up unit.
 
 iii) An amount of Rs. 250 Million (2008: Rs. Nil) due from a proposed
 tie-up unit secured by the shares of the proposed tie-up unit.
 
 iv) Rs.3 Million (2008: Rs.3 Million) being amount paid to BDA Limited
 (BDA) towards reassignment of certain Liquor Brands/ Trade Marks
 pursuant to a Memorandum of Understanding dated March 20, 1992. Pending
 execution of the deed for such assignments and judicial resolutions of
 various disputes with BDA pertaining to control of BDA and ownership of
 the Officers Choice and other brands currently sub-judice at the
 various courts, the advance given to the party has been provided for as
 a matter of prudence. All consequential adjustments arising out of the
 above matters will be made as and when ascertained.
 
 v) Due from an Officer of the Company Rs. 1.193 Million (2008: Rs.1.085
 Million). Maximum amount outstanding at anytime during the year Rs.
 1.193 Million (2008: Rs.1.085 Million).
 
 vi) Due from the Managing Director of the Company Rs. 3.140 Million
 (2008: Rs. 2.854 Million). Maximum amount outstanding at any time
 during the year Rs. 3.140 Million (2008: Rs. 2.854 Million).
 
 b) Certain confirmation of balances from Sundry Debtors, Loans and
 Advances, Deposits and Sundry Creditors are awaited and the account
 reconciliations of some parties where confirmations have been received
 are in progress. Adjustment for differences, if any, arising out of
 such confirmations/reconciliations would be made in the accounts on
 receipt of such confirmations and reconciliation thereof. The
 Management is of the opinion that the impact of adjustments, if any, is
 not likely to be significant. In the opinion of the management, all
 current assets, loans and advances including advances on capital
 accounts would be realised at the values at which these are stated in
 the accounts, in the ordinary course of business.
 
 c) Bank Balance with scheduled bank includes Rs. 154.000 Million (2008:
 Rs. 205.960 Million) out of the proceeds of the beer business of
 erstwhile SWCL, sold in an earlier year. The said sum is kept under
 escrow pending resolution of various taxation matters.
 
 d) The Company has, granted interest free loans in foreign currency
 amounting to Rs.7,435.245 Million [2008: Rs. 6190.725 Million,
 excluding Rs. 6836.073 Million, relating to Zelinka cancelled on
 amalgamation as referred to in Note 2(B)(ll)(d) above] to USL Holdings
 Limited, BVI (USL Holdings), a subsidiary of the Company, for
 acquisition of long term strategic investments. Management is of the
 view that out of these loans, Rs.3,630.300 Million (2008: Rs. 3,987.000
 Million), from the inception of the grant of loans, in substance, form
 part of the Companys net investment in the subsidiary, as the
 settlement of these loans is neither planned nor likely to occur in the
 foreseeable future and management intends to convert these loans into
 investment in share capital of the subsidiary in near future.
 Accordingly, in accordance with AS 11 - The Effects of Changes in
 Foreign Exchange Rates (AS 11), exchange difference aggregating to
 Rs.463.905 Million [2008: Rs. 106.905 Million excluding Rs.715.043
 Million relating to loans to Zelinka referred in Note 2(B)(ll)(d)
 above] arising on such loans has been accumulated in a foreign currency
 translation reserve, which at the time of the disposal of the net
 investment in these subsidiaries would be recognised as income or as
 expenses.
 
 6.  Investment (Contd.)
 
 b) Investment in USL Benefit Trust represents beneficial interest in
 USL Benefit Trust which holds 13,741,643 (2008: 2,152,659) equity
 shares of Rs 10 each of the Company, with all additions or accretions
 thereto in trust for the benefit of the Company. The above includes
 10,282,533 shares held by erstwhile SWCL, a transferor company, in the
 Company referred to in Note 2 (A) (III) above.
 
 c) The carrying cost of investment in Palmer Investment Group Limited
 amounting to Rs. 6,917.801 Million, substantially exceeds the net worth
 and the market value of shares held directly and indirectly through
 subsidiary, by it. The management of the Company believes that this
 reflects intrinsic value far in excess of the carrying cost of
 investments and that such shortfall in net worth / decline in market
 value of such shares is purely temporary in nature and, hence, no
 provision is considered necessary for the same.
 
 7.  As required under Section 205C of the Companies Act, 1956, the
 Company has transferred Rs. 4.678 Million (2008 : Rs. 10.517 Million)
 to the Investor Education and Protection Fund (IEPF) during the year.
 On March 31, 2009, no amount was due for transfer to the IEPF.
 
 8.  Interest on inter corporate deposit included under Unsecured Loan -
 Other in Schedule 4 acquired on amalgamation, where negotiation/
 settlement has not been finalised, has been provided in terms of the
 decree and / or otherwise considered adequate by the management. In the
 opinion of the management, interest so far provided is adequate and no
 further provision is necessary in this respect. Adjustments, if any,
 are carried out as and when the amounts are determined on final
 disposal / settlement of the matter.
 
 9.  Employee Benefits
 
 a) Defined Contribution Plans
 
 The Company offers its employees defined contribution plans in the form
 of Provident Fund (PF) and Employees Pension Scheme (EPS) with the
 government, Superannuation Fund (SF) and certain state plans such as
 Employees State Insurance (ESI). PF and EPS cover substantially all
 regular employees while the SF covers certain executives and the ESI
 covers certain workers. Contribution to SF is made to trust managed by
 the Company, while other contributions are made to the Governments
 funds. While both the employees and the Company pay predetermined
 contributions into the provident fund and the ESI Scheme, contributions
 into the pension fund and the superannuation fund are made only by the
 Company. The contributions are normally based on a certain proportion
 of the employees salary.
 
 b) Defined Benefit Plans
 
 Gratuity:
 
 The Company provides for gratuity, a defined benefit plan, (the
 Gratuity Plan), to certain categories of employees. The Gratuity Plan
 provides a lump sum payment to vested employees at retirement or
 termination of employment, an amount based on the respective employees
 last drawn salary and years of employment with the Company. The Company
 has employees gratuity funds managed by the Company as well as by
 Insurance Companies.
 
 Provident Fund:
 
 For certain executives and workers of the Company, contributions are
 made as per applicable Indian laws towards Provident Fund to certain
 Trusts set up and managed by the Company, where the Companys
 obligation is to provide the agreed benefit to the employees and the
 actuarial risk and investment risk fall, in substance, on the Company.
 Having regard to the assets of the Fund and the return on the
 investments, shortfall in the assured rate of interest notified by the
 Government, which the Company is obliged to make good is determined
 actuarially.
 
 Death Benefit:
 
 The Company provides for Death Benefit, a defined benefit plan (the
 Death Benefit Plan) to certain categories of employees. The Death
 Benefit Plan provides a lump sum payment to vested employees on death,
 an amount based on the respective employees last drawn salary and
 remaining years of employment with the Company after adjustments for
 any compensation received from the insurance company and restricted to
 limits set forth in the said plan. The Death Benefit Plan is
 Non-Funded.
 
 10.  Segment Reporting
 
 The Company is engaged in the business of manufacture, purchase and
 sale of Beverage Alcohol (Spirits and Wines) including through Tie-up
 units/ brand franchise, which constitutes a single business segment.
 The Companys operations outside India did not exceed the quantitative
 threshold for disclosure envisaged in AS 17 on Segment Reporting
 specified in the Companies (Accounting Standard) Rules 2006. In view of
 the above, primary and secondary reporting disclosures for
 business/geographical segment as envisaged in AS-17 are not applicable
 to the Company.
 
 11.  Related Party Disclosures
 
 a) Names of related parties and description of relationship Enterprise
 where there is control i) Subsidiary Companies:
 
 1) United Spirits Nepal Private Limited (USNPL), 2) Asian Opportunities
 & Investment Limited (AOIL), 3) Bouvet- Ladubay S.A.S (BL)^, 4) Chapin
 Landais S.A.S (CL)^, 5) Palmer Investment Group Limited(PIG)^, 6)
 Montrose International SA (MI)^, 7) JIHL Nominees Limited (JIHL)^, 8)
 RG Shaw & Company Limited (RGSC)^, 9) Shaw Darby & Company Limited
 (SDC)^, 10) Shaw Scott & Company Ltd (SSC)^, 11) Thames Rice Milling
 Company Limited (TRMCL)^, 12) Shaw Wallace Overseas Limited (SWOL)^,
 13) McDowell (Scotland) Limited (MSL), 14) USL Holdings Limited
 (USLHL), 15) Royal Challengers Sports Private Limited (RCSPL), 16)
 Spring Valley Investment Holdings Inc (SVIHI)\ 17) USL Holdings (UK)
 Limited^, 18) United Spirits (UK) Limited^, 19) United Spirits (Great
 Britain) Limited^, 20) Shaw Wallace Breweries Limited (SWBL), 21)
 Ramanretti Investment & Trading Limited (RITL)^, 22) Daffodils
 Fragrance and Flavours Private Limited (DFFPL), 23) Four Seasons Wines
 Private Limited (FSWPL), 24)Herbertsons Limited (HL), 25) United
 Vintners Limited (UVL), 26) United Alcobev Limited (UAL) , 27) McDowell
 Beverages Limited (MBL), 28) McDowell & Company Limited, 29) Jasmine
 Flavours and Fragrances Limited, 30) Liquidity Inc, 31) Whyte and
 Mackay Group Limited^, 32) Whyte and Mackay Holdings Ltd^, 33) Whyte
 and Mackay Limited (W&M), 34) Whyte and Mackay Warehousing Limited^,
 35) Bruce & Company (Leith) Limited^, 36) Charles Mackinlay & Company
 Limited^, 37) Dalmore Distillers Limited^, 38) Dalmore Whyte & Mackay
 Limited^, 39) Edinburgh Scotch Whisky Company Limited^, 40) Ewen &
 Company Limited^, 41) Fettercairn Distillery Limited^, 42) Findlater
 Scotch Whisky Limited^, 43) Glayva Liqueur Limited^, 44) Glentalla
 Limited^, 45) GPS Realisations Limited^, 46) Grey Rogers & Company
 Limited^, 47) Hay & MacLeod Limited^, 48) Invergordon Distillers
 (Holdings) Limited^, 49) Invergordon Distillers Group Limited^, 50)
 Invergordon Distillers Limited^, 51) Invergordon Gin Limited^, 52) Isle
 of Jura Distillery Company Limited^, 53) Jarvis Halliday & Company
 Limited^, 54) John E McPherson & Sons Limited^, 55) Kensington
 Distillers Limited^, 56) Kyndal Spirits Limited^, 57) Leith Distillers
 Limited^, 58) Loch Glass Distilling Company Limited^, 59) Longman
 Distillers Limited^, 60) Lycidas (437) Limited^, 61) Pentland Bonding
 Company Limited^, 62) Ronald Morrison & Company Limited^, 63) St The
 Sheep Dip Whisky Company Limited^, 64) Vincent Street (437) Limited^,
 65) Tamnavulin-Glenlivet Distillery Company Limited^, 66) TDL
 Realisations Limited^, 67) W & S Strong Limited^, 68) Watson &
 Middleton LimitedA 69) Wauchope Moodie & Company Limited^, 70) Whyte &
 Mackay Distillers Limited^, 71) William Muir Limited^, 72) WMB
 Realisations Limited^, 73) Whyte and Mackay Property Limited^, 74)
 Whyte and Mackay de Venezuela CA^, 75) Kl Trustees Limited^, 76) USL
 Shanghai Trading Company Limited *.
 
 * Became a subsidiary during the year ^ No transactions during the
 year.
 
 ii) USL Benefit Trust
 
 Associates with whom transactions have taken place during the year
 
 Utkal Distilleries Ltd (Utkal) (upto July 25, 2008) and Wine Soc. of
 India Private Limited.
 
 Key Management personnel
 
 Mr. V.K.Rekhi, Managing Director
 
 Employees Benefit Plans where there is significant influence:
 
 Mc Dowell & Company Limited Staff Gratuity Fund (McD SGF), McDowell &
 Company Limited Officers Gratuity Fund (McD OGF), SWDL Group Officers
 Gratuity Fund (SWDL OGF), SWDL Employees Gratuity Fund (SWDL EGF),
 Herbertsons Limited Employees Gratuity Fund (HL EGF), Phipson & Company
 Limited Management Staff Gratuity Fund. (PCL SGF), Phipson & Company
 Limited Gratuity Fund. (PCL GF), Carew & Company Ltd. Gratuity Fund
 (CCL GF), McDowell & Company Limited Provident Fund (McD PF),
 Herbertsons Limited Executives Provident Fund (HL EPF) and The Bengal
 Distilleries Company Limited Staff Provident Fund (BD PF), Shaw Wallace
 & Associated Companies Employees Gratuity Fund (SWCEGF), Shaw Wallace &
 Associated Companies Executive Staff Fund (SWCSGF), Shaw Wallace & Co.
 Associated Companies Provident Fund (SWCPF).
 
 12. (a) The Companys significant leasing arrangements in respect of
 operating leases for premises (residential, office, stores, godown,
 manufacturing facilities etc), which are not non-cancellable, range
 between 11 months and 3 years generally (or longer in certain cases)
 and are usually renewable by mutual consent on mutually agreeable
 terms. The aggregate lease rentals payable are charged as Rent under
 Schedule 15 to the accounts.
 
 Leasing arrangements entered into prior to April 1, 2001 have not been
 considered for treatment under AS 19 Accounting for Leases.
 
 (b) The Company has acquired computer equipment and cars on finance
 leases. The lease agreement is for a primary period of 48 months for
 computer equipment and 36 months to 60 months for cars. The Company has
 an option to renew these leases for a secondary period. There are no
 exceptional/restrictive covenants in the lease agreements.
 
 13.  a) Previous years figures have been regrouped / rearranged
 wherever necessary.
 
 b) In view of the amalgamation described in Note 2 above, the figures
 for the year ended March 31, 2009 are not comparable with those of
 previous year.