From Published Accounts

Asian Paints Ltd.

From Notes to Financial Statements

Merger of Asian Paints (International) Limited, Mauritius with the
company

During the year, the
National Company Law Tribunal had approved the scheme of amalgamation (‘The
Scheme’) between the Company and Asian Paints (International) Limited (‘APIL’),
Mauritius, a wholly owned subsidiary of the Company.   The   
Scheme   became effective from 15^th January,
2018 on completion of all regulatory formalities.  In accordance with Ind AS 103-Business
combination, the financial statements of the Company for the previous financial
year 2016-17 have been restated with effect from 1^st April, 2016
(being the earliest period presented).

APIL was an investment
holding company which ‘interalia’ held investments in Asian Paints
International Private Limited (‘APIPL’) (formerly known as Berger International
Private Limited), a subsidiary of the Company. 
As per the Scheme, all assets, liabilities and reserves of APIL
appearing as at 1^st April, 2016 are recognised in the books of the
Company at their respective carrying values, as detailed below.  On account of this merger, APIPL is now
direct subsidiary of the Company (Refer Note 4).

The impact of the merger on the Statement of Profit and Loss
of the Company for the current year and previous year is not material.

Sasken Network Engineering
Limited

From Notes to Financial
Statements

Amalgamation

Background

Sasken Network Engineering Limited (‘SNEL’), was a wholly
owned subsidiary of Sasken Technologies Limited (‘STL’) and was engaged in the
business of developing embedded communication software for companies across the
communication value chain.

The business activities of SNEL and STL complimented each
other. Therefore, in order to achieve economies of scale, efficiencies and to
simplify contracting and vendor management, the Board of Directors of each of
these companies approved the Scheme of Amalgamation (‘the Scheme’) for the
transfer of the business and undertaking of SNEL to STL.

The Scheme was approved by the National Company Law Tribunal,
Bengaluru Bench (‘NCLT’) vide its order dated August 31, 2017, the appointed
date of the Scheme being April 1, 2015.

Accounting

The amalgamation qualifies as a ‘common control transaction’
as per Appendix ‘C’ of Ind AS 103, Business Combinations. Consequently, the
amalgamation has been accounted for using the pooling of interest method and
the financial information in respect of prior periods has been restated as if
the amalgamation had occurred from the beginning of the preceding period, i.e.
April 1, 2016.  This accounting treatment
is also in compliance with the Scheme approved by the NCLT.

The following table represents the particulars of assets and
liabilities (after elimination of inter-company balances), transferred by SNEL
to STL as a consequence of the amalgamation:

The extracts of balance sheets of STL (to the extent there
were amalgamation adjustments) as reported as at April 1, 2016 and March 31,
2017, the impact of the amalgamation and the resultant post amalgamation
balance sheet extracts as at those dates have been presented below:

*after eliminating inter-company balances.

The Statement of Profit and Loss for the quarter and year
ended March 31, 2017 as reported and ad adjusted to give effect to the
amalgamation are as follows:

Hindustan Unilever Limited

From Notes to Financial
Statements

BUSINESS COMBINATION

Acquisition of Indulekha
Brand

On April 07, 2016, the Company completed the acquisition of
the flagship brand ‘Indulekha’ from Mosons Extractions Private Limited [‘MEPL’)
and Mosons Enterprises (collectively referred to as ‘Mosons’ and acquisition of
the specified intangible assets referred to as the ‘Business acquisition’). The
deal envisaged the acquisition of the trademarks ‘Indulekha’ and ‘Vayodha’,
intellectual property, design and knowhow for a total cash consideration of Rs.
330 crore (excluding taxes) and a deferred consideration of 10% of the domestic
turnover of the brands each year, payable annually for a 5-year period
commencing financial year 2018-19.

Basis the projection of the domestic turnover of the brand,
the contingent consideration is subject to revision on a yearly basis. As at 31^st
March 2017, the fair value of the contingent  consideration was Rs. 49 crore which was
classified as other financial liability.

Deferred contingent
consideration

Based    on   the  
actual   performance   in financial year 2017-18 and current view of future  projections for the brand, the Company has
reviewed and fair valued the deterred  
contingent    consideration   so   payable.
As at 31^st March 2018, the fair value of the
contingent  consideration is Rs. 104
crore which is classified as other financial liability.

The determination of the fair value as at Balance Sheet date
is based on discounted cash  flow method.
The key model inputs used in determining the fair value of deferred  contingent consideration were domestic
turnover projections of the brand and weighted 
average cost of capital.

Mindtree Limited

From Notes to Financial
Statements

The Board of Directors at its meeting held on October 06,
2017, have approved the Scheme of Amalgamation (“the Scheme”) of its wholly
owned subsidiary. Magnet 360, LLC (“Transferor Company”) with Mindtree Limited
(“Transferee Company”) with an appointed date of April 01, 2017. During the
year, the Company has filed an application with the National Company Law
Tribunal (NCLT), Bengaluru Bench. Pending the required approvals, the effect of
the Scheme has not been given in the financial statements.

During the quarter ended September 30, 2017 the Reserve Bank
of India approved the proposal to transfer the business and net assets (“the
Scheme”) of the Company’s wholly owned subsidiary, Bluefin Solutions Limited,
UK (Bluefin’) to the Company against the cancellation and extinguishment of the
Company’s investment in Bluefin.  The
Company has given effect to this scheme during the quarter ended September 30,
2017 and has accounted it under the ‘pooling of interests’ method based on the
carrying value of the assets and liabilities of Bluefin as included in the
consolidated Balance Sheet of the Company for the comparative periods.

During the quarter ended June 30, 2017, the National Company
Law Tribunal (NCLT) approved the Composite Scheme of Amalgamation (“the
Scheme”) of Discoverture Solutions LLC. (‘Discoverture’) and Relational
Solutions Inc. wholly owned subsidiaries of the Company (together “the
Transferor Companies”), with the Company with an appointed date of April 1,
2015. The Company has given effect to the Scheme during the quarter ended June
30, 2017 and the merger has been accounted under the ‘pooling of interests’
method based on the carrying value of the assets and liabilities of the
Transferor Companies as included in the consolidated Balance Sheet of the
Company as at the beginning of April 1, 2015.

Since both the above transactions result in a common control
business combination, considering the requirements of Ind AS 103 – Business
Combinations, the accounting for the transactions has been given effect
retrospectively by the Company. Accordingly, the financial statements for the
corresponding periods in 2016-17 and year ended March 31, 2017 have been
restated to give effect to the above Schemes.

*The subsidiaries of the Company were in to the business of
Information Technology services.

Ultratech Cement Limited

From Notes to Financial Statements

Acquisition of identified cement units of JAL AND JCCL [Ind
AS 103]:

(A) Pursuant to the Scheme of Arrangement between the
Company, JAL, JCCL and their respective shareholders and creditors (“the
Scheme”), the Company has acquired identified cement units of JAL and JCCL on
June 29, 2017 at an enterprise valuation of Rs. 16,189.00 Crore having total
cement capacity of 21.2 MTPA including 4 MTPA under construction. The
acquisition provides the Company a geographic market expansion with entry into
high growth markets where it needed greater reinforcement and creating
synergies in manufacturing, distribution and logistics which offers many
advantages.  This will also create value
for shareholders with the ready to use assets reducing time to markets,
availability of land, mining leases, fly ash and railway infrastructure leading
to overall operating costs advantage.

(B) Fair Value of the Consideration transferred:

Against the total enterprise value of Rs.16,189.00 Crores,
the Company has taken over borrowings of Rs.10,189.00 Crore and negative
working capital of Rs.1,375.00 Crore from JAL and JCCL. After taking these
liabilities into account, effective purchase consideration of Rs. 4,625.00
Crore has been discharged as under:

*Redemption is linked with fulfilment of certain
conditions.  Out of that, Rs. 500 Crore
have already been redeemed till the reporting date.

(C) Acquired Receivables:

As on the date of acquisition, gross contractual amount of
acquired Trade Receivables and Other Financial Assets was Rs.17.07 Crore
against which no provision has been considered since fair value of the acquired
receivables are equal to carrying value as on the date of acquisition.

Rs. in Crores

(D) The Fair Value of identifiable assets acquired and
liabilities assumed as on the acquisition date:

(E) Amount recognised directly in other equity [Capital
Reserve]:

(F) Acquisition related costs:

Acquisition related costs of Rs. 5.57 Crore (March 31, 2017
Rs.14.33 Crore) have been recognised under Miscellaneous Expenses and Rates and
Taxes in the Statement of Profit and Loss. The stamp duty paid/payable on
transfer of the assets Rs. 226.28 Crore has been charged to the Statement of
Profit and Loss has been shown as an exceptional item.

(G) The Company runs as integrated operation with material
movement across geographies and a common sales organisation responsible for
existing business as well as acquired business. Therefore, separates sales
information for the acquired business is not exactly available and accordingly
disclosures for revenue and profit/loss of the acquired business since
acquisition date have not been made.

Further, it is impracticable to provide revenue and
profit/loss of the combined entity for the current year as though the
acquisition date had been April 01, 2017 since these amounts relating to the
acquired business for the period prior to the acquisition date are not readily
available with the Company.

Indian Hotels Company Limited

From Notes to Financial
Statements

Accounting and Disclosures
for Scheme of Amalgamation

During the year, the National Company Law Tribunal (“NCLT”),
Mumbai bench vide its Order dated March 8, 2018 has approved the Scheme of
Amalgamation of TIFCO Holdings Ltd (“TIFCO”), a wholly owned investment holding
subsidiary, with the Company. The Scheme was approved by the Board of Directors
on May 26, 2017. Consequent to the said Order and filing of the final certified
Orders with the Registrar of the Companies, Maharashtra on April 11, 2018, the
Scheme has become effective upon the completion of the filing with effect from
the Appointed Date of April 1, 2017.

Upon coming into effect of the Scheme, the undertaking of
TIFCO stands transferred to and vested in the Company with effect from the
Appointed Date.

As this is a business combination of entity under common
control, the amalgamation has been accounted using the ‘pooling of interest’
method (in accordance with the approved Scheme). The figures for the previous
periods have been recast as if the amalgamation had occurred from the beginning
of the preceding period to harmonise the accounting for the Scheme with the
requirements of Appendix C of Ind AS 103 on Business Combinations. The
following Assets and Liabilities and Income and Expense are included (after
eliminating the intercompany balances) in the financial statements of the
Company for the periods presented below:

All equity shares of TIFCO held by the Company were cancelled
without any further application, act or deed. Accordingly, the investment held
by the Company in TIFCO aggregating to Rs. 81.50 crore has been eliminated and
the reserves and surplus of TIFCO aggregating to Rs. 159.76 crore and Rs.
151.30 crore for years ended March 31, 2018 and March 31, 2017 respectively
were added on line by line basis with the respective reserves of the Company
after considering the impact of the difference of accounting policies. This
amalgamation did not involve any cash outflow (except for the transaction costs
which was expensed out) as TIFCO was a wholly owned subsidiary and the
amalgamation has been accounted using the ‘pooling of interest’ method. Opening
cash balances aggregating to Rs. 0.31 crore were transferred to the Company.

HDFC Ltd.

From Notes to Financial
Statements

Amalgamation of Grandeur Properties Pvt. Ltd., Haddock
Properties Pvt. Ltd., Pentagram Properties Pvt. Ltd., Windermere Properties
Pvt. Ltd., Winchester Properties Pv.t Ltd. with the Corporation

The National Company Law Tribunal, Mumbai Bench approved the
merger of erstwhile Grandeur Properties Pvt. Ltd. (eGPPL), erstwhile Haddock
Properties Pvt. Ltd. (eHPPL), erstwhile Pentagram Properties Pvt. Ltd. (ePPPL),
erstwhile Windermere Properties Pvt. Ltd. (eWPPL), erstwhile Winchester
Properties Pvt. Ltd. (eWtPPL) (Transferor Companies) into and with the
Corporation vide its order dated March 28, 2018, having appointed date as April
1, 2016. The said order was filed with the Registrar of Companies on April 27,
2018. The entire business with all the assets, liabilities, reserves and
surplus of Transferor Companies were transferred to and vested in the
Corporation, on a going concern basis with effect from appointed date of April
1, 2016, while the Scheme has become effective from April 27, 2018. Since the
Scheme received all the requisite approvals after the financial statements for
the years ending March 31, 2017 were adopted by the shareholders, the impact of
amalgamation has been given in the current financial year with effect from the
appointed date. 

The Amalgamation has been accounted as per “Pooling of
Interest” method as prescribed by the Accounting Standard 14 “Accounting for
Amalgamations”. Accordingly, the accounting treatment has been given as under:

The assets and liabilities as at April 1, 2017 of eGPPL,
eHPPL, ePPPL, eWPPL and eWtPPL were incorporated in the financial statement of
the Corporation at its book value.

In terms of the Scheme, assets acquired and liabilities
discharged are as under:

Operations of eGPPL, eHPPL, ePPPL, eWPPL and eWtPPL from
April 1, 2017 to March 31, 2018 as detailed below, have been accounted for in
the current year’s Statement of Profit and Loss, after the profit for the year
before impact of the scheme of amalgamation.

The depreciation of tangible assets includes adjustment on
account of alignment of accounting policy arising from the amalgamation.

Further, pursuant to the merger of Transferor Companies, the
authorised share capital of the Corporation has further increased to Rs. 457.61
crore comprising 228,80,50,000 equity shares of Rs. 2 each.