...Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with
Post on 10-Mar-2020
38 Views
Preview:
Transcript
Vardhman
~Vardhman VARDHMAN TEXTILES LIMITED
1. Issuer details:
| Delivering Excellence. Since 1965.
4.1. Details of the issuer:
Annexure |
Disclosures to be provided along with the application for listing
CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +9]-161-2601 048
E: secretarial.lud@vardhman.com
(i) Name Vardhman Textiles Limited
Address Vardhman Premises, Chandigarh Road, Ludhiana-141010
CIN L17111PB1973PLC003345
PAN AABCM4692E
(ii) Line of business: Manufacturing of Textile and related products
(iii) Chief Executive: Mr. S.P. Oswal (Chairman & Managing Director)
(iv) Group affiliation: Not Applicable
1.2. Details of the directors:
Name, Age | Address Director since | List of other directorships
designation
and DIN
Mr. Shri Paull 77 “Auro Mirra | 08/10/1973 1. Vardhman Holdings Limited
Oswal, years | Bhawan” 2. Vardhman Acrylics Limited
Chairman & 2722, Pakhowal 3. Nimbua Greenfield (Punjab) Managing Road, Limited
Director, Ludhiana 4. VMT_ Spinning Company
00121737 Limited
5. Mahavir Spinning Mills
Private Limited
6. Santon Finance And
Investment Company Limited
7. Flamingo Finance And
Investment Company Limited
8. Ramaniya Finance And
Investment Company Limited
9g. Devakar Investment And
Trading Company Private
Limited
Mrs. Suchita | 51 “Auro Mirra | 29/01/2010 1. Vardhman Holdings Limited
Jain, years | Bhawan” 2. Vardhman Special Steels
Vice-Chairperso 2722, Pakhowal Limited
YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E CIN: L17E1EPBI973PLC003345
WWW.VARDHMAN.COM
Vardhman VARDHMAN TEXTILES LIMITED | Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA- 141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.lud@vardhman.com
i
: :
| Vardhman
n & = Joint Road, 3. Vardhman_ Spinning And Managing Ludhiana General Mills Limited Director 4. VTL Investments Limited 00746471 5. Mahavir Spinning Mills
Private Limited
6. Santon Finance And
Investment Company Limited
7. Flamingo Finance And
Investment Company Limited
8. Ramaniya Finance And
Investment Company Limited
9g. Devakar Investment And
Trading Company Private
Limited Mr. Neeraj Jain, | 52 B-19-167/1, Col. | 31/03/2010 1. VMT Spinning Company Joint Managing | years | Gurdial Singh Road, Limited Director, Civil Lines, Ludhiana 2. Vardhman_ Spinning And 00340459 General Mills Limited
3. Vardhman Apparels Limited
4. Vardhman Nisshinbo
Garments Company Limited
5. Vardhman Textile
Components Limited Mr. Sachit Jain, | 53 “Auro Mirra | 13/06/1994 1. Vardhman Holdings Limited Director, years | Bhawan” 2. Vardhman Special Steels 00746409 2722, Pakhowal Limited
Road, 3. Vardhman Acrylics Limited
Ludhiana 4. VTL Investments Limited
5. The Alloy Steel Producers
Association of India
6. Mahavir Spinning Mills Private Limited
7. Santon Finance And
Investment Company Limited
8. Flamingo Finance And
Investment Company Limited
g. Ramaniya Finance And
Investment Company Limited
10. Devakar Investment And
Trading Company Private
Limited
YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E = CIN: LI71 11PBI973PLC003345
WWW.VARDHMAN.COM
Vardhman Delivering Excellence. Since 1965.
VARDHMAN TEXTILES LIMITED
CHANDIGARH ROAD LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-161-2601 048 E: secretarial.lud@vardhman.com
Mr. Darshan Lal | 71 B-XX-770/2, Gurdev | 08/05/1985 1. Vardhman Acrylics Limited
Sharma, years | Nagar, Pakhowal 2. VMT Spinning Company
Director, Road, Ludhiana Limited 00727581 3. Confederation of Indian
Textile Industry
4. Vardhman Yarns And
Threads Limited
5. Vardhman Nisshinbo
Garments Company Limited
6. Avon Cycles Ltd
7. Ralson (India) Limited
8. Guetermann India Private
Limited 9. Textile Sector Skill Council
10. The Cotton Textiles Export
Promotion Council
Mr. Prafull | 82 9, Pathik, Shital | 26/07/1980 1. Unichem Laboratories
Anubhai, years | Bagh, Paldi, Limited
Independent Ahmedabad-380007 2. Aditya Birla Sun Life Trustee
Director, Private Limited
00040837 3. Center For Study of Science Technology And Policy
Mr. Subash | 77 J-17, South City-l, 30/03/2005 1. Max Speciality Films Limited
Khanchand years | Gurgaon-122001
Bijlani, (Haryana)
Independent
Director,
01040271
Mr. Ashok | 76 House No. 1138, | 28/01/2009 1. Punjab Alkalies And
Kumar Kundra, | years | Sector- 44 B, Chemicals Limited
Independent Chandigarh 2. Nimbua Greenfield (Punjab) Director, Limited
00154024
Dr. Parampal | 46 House no. 351-B, | 27/11/2017 -
Singh, years | Bhai Randhir Singh
Independent Nagar, Ludhiana
Director,
07995388 Mr. Devendra | 77 Rattan Kunj, 7 | 08/11/2017 -
Bhushan Jain, years | Bunglows Road,
Independent Andheri (W) Near
Director, Nana Nani Park,
YARNS {| FABRICS | THREADS | GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E
WWW.VARDHMAN.COM
CIN: LE7}!1PB1973PLC003345
Vardhman
1.3.
i : i
yp g &
| g
Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA- 141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial. lud@vardhman.com 06911676 Vesava___ (Versova),
Mumbai-400061 Mr. — Rajender | 66 C-6/3,_ First Floor, | 05/08/2015 1. IOL Chemicals And
Mohan Malla, years | Safdarjung Dev Pharmaceuticals Limited Independent Area, New Delhi - 2. Waaree Technologies Director, 110016 Limited 00136657 3. Metro Tyres Limited
4. Waaree Energies Limited
5. Nextgen Telesolutions Private Limited
6. Morgan Arc Private Limited 7. Adani Capital Private Limited
8. Centillion Finance Limited
Mrs. Harpreet | 46 Victoria Farms, | 06/02/2019 - Kaur Kang, years | Village Jhande, PO Independent Baddowal, Ludhiana Director,
03049487
Details of change in directors in last three financial years including any change in the current year:
Name, designation | Date of | Date of cessation | Remarks(viz. reasons for change and DIN appointment/ | (in case of | etc)
resignation resignation) Mr. Suresh | 28/11/2016 28/11/2016 Resignation Kishinchand Khatanhar,
Nominee Director,
03022106
Mr. Kumar Neel | 28/11/2016 11/12/2017 Appointment & Resignation Lohit, (Appointment) Nominee Director,
06504417 Mr. Shravan | 22/09/2017 22/09/2017 Completion of term of Talwar, (Cessation) independent Director Independent Director,
01657234 Dr. Parampal | 27/11/2017 - Appointment
YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEE|
PAN NO.: AABCM4692E CIN: L171 1 1PBI973PLC003345
WWW.VARDHMAN.COM
| Vardhman VARDHMAN TEXTILES LIMITED
| Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA- 141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-260!1 048
E: secretarial.lud@vardhman.com
vardhman
Singh,
Independent
Director,
07995388 Mrs. Harpreet | 06/02/2019 - Appointment
Kaur Kang,
Independent
Director,
3049487
1.4. List of top 10 holders of equity shares of the company as on date or the latest quarter end:
S. Name and category of | Total No. of | No of shares | Total shareholding as % of total
No. | shareholder equity shares | in demat | no. of equity shares
form
1. Vardhman Holdings | 1,53,53,628 1,53,53,628 26.70
Limited
(Promoter) 2. Adishwar Enterprises | 1,03,18,863 1,03,18,863 17.95
LLP
(Promoter)
3. Devakar Investment & | 62,28,019 62,28,019 10.83
Trading Company
Private Limited
(Promoter)
4. Franklin Templeton | 21,11,408 21,11,408 3.67
Investment Funds
(Public) 5. Franklin India Smaller | 16,55,675 16,55,675 2.88
Companies Fund
(Public) 6. Reliance Capital | 16,52,091 16,52,091 2.87
Trustee Company
Limited A/C Nippon
India Growth Fund
(Public) 7. HDFC Small Cap Fund | 15,02,060 15,02,060 2.61
(Public)
8. VTL Investments | 10,03,473 10,03,473 1.75 -
Limited
(Promoter)
YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS
PAN NO.: AABCM4692E 9 CIN: LE71 1 1PB1973PLC003345
WWW.VARDHMAN.COM
~Vardhman VARDHMAN TEXTILES LIMITED
;
Vardhman | Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.lud@vardhman.com
9. HDFC Trustee | 8,40,300 8,40,300 1.46
Company Ltd - Alc
HDFC Hybrid Equity
Fund
(Public)
10. DSP Small Cap Fund 754,604 754,604 1.31
(Public)
1.5. Details of the statutory auditor:
Name and address | Date of | Remarks
appointment
Deloitte Haskins & | 22/09/2017
Sells LLP,
Gurugram
1.6. Details of the change in statutory auditors in last three financial years including any change in the
current year:
Name, address Date of | Date of cessation | Remarks (viz.
appointment/ (in case of | reasons for change
resignation resignation) etc)
S. C. Vasudeva & | 22/09/2017 22/09/2017 Completion of term
Co., Chartered
Accountants,
New Delhi
Deloitte Haskins | 22/09/2017 Appointment
& Sells LLP,
Gurugram
1.7. List of top 10 debt securities holders (as on 31 December, 2019):
S. Name of holder Category Face value Holding of debt
securities as
a percentage
of total debt
securities
outstanding
of the issuer
1. ICICI Prudential Savings Fund Public- 10,00,000 15
YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E 9 CIN: LI7LL1PBI973PLC003345
WWW.VARDHMAN.COM
| _ | Vardhman VARDHMAN TEXTILES LIMITED
Vardhman i Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.lud@vardhman.com
Institutional
Investor
2. HDFC Bank Limited Public- 10,00,000 50
Institutional
Investor
3. ICICI] Prudential Floating Interest | Public- 10,00,000 35
Fund Institutional
Investor
1.8. List of top 10 CP holders as on date
S. No. Name of CP/| Category of | Face value of | CP holding
holder CP holder CP holding percentage as
a percentage
of total CP
outstanding
of the issuer
1, HDFC Bank | Financial 5,00,000 100%
Ltd Institution
2. Material Information:
2.1. Details of all default/s and/or delay in payments of interest and principal of CPs (including
technical delay), debt securities, term loans, external commercial borrowings and other financial
indebtedness including corporate guarantee issued in the past 5 financial years including in the
current financial year. -Nil
2.2. Ongoing and/or outstanding material litigation and regulatory strictures, if any. -Nil
2.3. Any material event/ development having implications on the financials/credit quality including
any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material
liabilities, corporate restructuring event which may affect the issue or the investor’s decision to
invest / continue to invest in the CP. -Nil
3. Details of borrowings of the company, as on the latest quarter end:
3.1. Details of debt securities and CPs:
Seri | ISIN Tenor/ | Coup | Am | Date Redem | Credi | Secured/ | Security Othe
es Period | on oun | of ption t Unsecur r
of t allotm | date/ rating | ed
maturi issu | ent Schedul
ty ed e
YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS
PAN NO.: AABCM4692E = CIN: LI7111PB1973PLC003345
WWW.VARDHMAN.COM
| Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.Jud@vardhman.com
Vardhmadn |
Rs Is of Cro IPA, res Detai
Is of
CRA A INE825A070 | 3 759% }150 |8 Sep} 8 Sep/AA+ | Secured | first pari | Not
43 years 2017 2020 passu Appli
charge on | cable Fixed
Assets and
second
pari passu
charge on
Current
assets B INE825A070 | 4 7-69% |150 | 8 Sep|8 Sep | AA+ Secured | first pari | Not
50 years 2017 2021 passu Appli charge on | cable Fixed
Assets and
second
pari passu
charge on
Current
assets C INE825A070 | 5 7-754 |199.|8 Sep|8 Sep] AA+ Secured | first pari | Not
68 years 80 | 2017 2022 passu Appili charge on | cable Fixed
Assets and
second
pari passu
charge on
Current
assets
3.2. Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the borrowing, if any, including hybrid debt like foreign currency convertible bonds (FCCB), optionally convertible debentures / preference shares from banks or financial institutions or financial creditors, as on last quarter end:
YARNS [| FABRICS | THREADS | GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E CIN: LI7111PB!973PLC003345
WWW.VARDHMAN.COM
Vardhman
Vardhman Delivering Excellence. Since 1965.
VARDHMAN TEXTILES LIMITED CHANDIGARH ROAD
LUDHIANA- 141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial. lud@vardhman.com
Lender’s
Name of the
name/
Bank
Nature
of
facility/
instrum
ent
Amount
sanctio
ned
Principa
|
Amount
outstan
ding
Repaym
ent
date /
schedul
Security
’ if
applica
ble
Credit
rating, if
applicable
Asset
classifica
tion
State
India
Bank of Fund
Based
Facility
720 0.00 on
demand
first
pari
passu
charge
on
Current
Assets
and
second
pari
passu
charge
on fixed
assets
Crisil AA + Standard
ICICl Bank Fund
Based
Facility
350 117.65 on
demand
first
pari
passu
charge
on
Current
Assets
and
second
pari
passu
charge
on fixed
assets
Crisil AA + Standard
Canara Bank Fund
Based
Facility 150 36 on
demand first
pari
passu
charge
on
Current
Assets
and
second Crisil AA + Standard
YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E
WWW.VARDHMAN.COM
CIN: LI7}EIPBI973PLC003345
Vardhman VARDHMAN TEXTILES LIMITED
Delivering Excellence. Since 1965. Vardhman
CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.lud@vardhman.com
pari
passu
charge
on fixed
assets
Kotak Bank Fund
Based
Facility
100 34 on
demand
first
pari
passu
charge
on
Current
Assets
and
second
pari
passu
charge
on fixed
assets
Crisil AA + Standard
HDFC Bank Fund
Based
Facility
430 92 on
demand
first
pari
passu
charge
on
Current
Assets
and
second
pari
passu
charge
on fixed
assets
Crisil AA + Standard
Bank of
Scotia
Nova Fund
Based
Facility
75 74 on
demand
unsecur
ed
Crisil AA + Standard
Bank of India Term Loan 235.00 47.75 Mar,
2020 first
pari
passu
charge
on
Fixed Crisil AA + Standard
YARNS | FABRICS | THREADS GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E 9 CIN: LI7111PB1973PLC003345
WWW.VARDHMAN.COM
| _ 'Vardhnman VARDHMAN TEXTILES LIMITED
Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.lud@vardhman.com
Vardhman
Assets
and
second
pari
passu
charge
on
Current
assets
State Bank of | Term 224.00 | 133.46 Sep,202 | first Crisil AA+ | Standard
India Loan 2 pari passu
charge
on
Fixed
Assets
and
second
pari
passu
charge on
Current
assets
ICICI Bank Term 542.00 | 485.32 | Dec,202 | first Crisil AA + | Standard
Loan 5 pari
passu
charge
on
Fixed
Assets
and
second
pari
passu
charge
on
Current
assets
AXIS Bank Term 130.00 | 43 Mar,202 | first Crisil AA + | Standard
Loan 6 pari passu
YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS
PAN NO.: AABCM4692E 9 CIN: LI7E11PBI973PLC003345
WWW.VARDHMAN.COM
Vardhman VARDHMAN TEXTILES LIMITED
Delivering Excellence. Since 1965. “ CHANDIGARH ROAD
LUDHIANA- 141010, PUNJAB
T: +91-161-2228943-48
F; +91-161-2601 048
E: secretarial.lud@vardhman.com
Vardhman
charge
on
Fixed
Assets
and
second
pari
passu
charge
on
Current
assets
HDFC Bank Term 385.00 | 255 Dec,202 | first Crisil AA + | Standard
Loan 4 pari passu
charge
on
Fixed
Assets
and
second
pari
passu
charge
on
Current
assets
CITI Bank ECB 42.80 42.80 Aug,202 | first Crisil AA+ | Standard
4 pari
passu
charge
on
Fixed
Assets
3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of
the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it
has been issued, contingent liability including debt service reserve account (DSRA) guarantees/ any
put option etc. -Nil
4. Issue Information:
YARNS [| FABRICS | THREADS | GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E 9 CIN: LE7111PBI973PLC003345
WWW.VARDHMAN.COM
VARDHMAN TEXTILES LIMITED -Vardhman Delivering Excellence. Since 1965.
CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.lud@vardhman.com
Vardhman :
4.1. Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings
including unaccepted ratings, date of rating, name of credit rating agency, its validity period (details
of credit rating letter issued not older than one month on the date of opening of the issue), details of
issuing and paying agent and other conditions, if any.
ISIN Amount issue Date | Maturity Date | Current | Validity CRA IPA Other Credit | Period of conditio
Rating Rating ns
INE825A14874 | Rs. 200 cr | 11 Feb, 2020 | 30 Mar, 2020 Ai+ 6o days | CRISIL&IND | HDFC Bank Nil 4.2. CP borrowing limit, supporting board resolution for CP borrowing, details of CP issued during the
last 15 months.
CP borrowing limit, supporting board resolution for CP borrowing: Enclosed as annexure
Details of CP issued during the last 15 months. —
RATED AMOUNT
ISIN ISSUE DATE RS MATURITY IPA CRA RATIN | AMOUNT CRORES DATE G (RS
CRORES)
: . HDFC INE825A14684 07-Apr-17 Fri 200 12-May-17 Fri BANK CRISIL At+ 1000
‘ HDFC CRISIL INE825A14692 07-Apr-17 Fri 200 06-Jun-17 Tue BANK Ai+ 1000
HDFC CRISIL INE825A14692 07-Apr-17 Fri 200 06-Jun-17 Tue BANK A1+ 1000
HDF ISIL INE825A14700 12-May-17 Fri 200 30-Jun-17 Fri DFC CRIS At+ 1000
BANK
HDF CRISIL INE825A14718 | 06-Jun-17 Tue 300 10-Aug-17 Thu sank Ai+ 1000
HDFC CRISIL INE825A14718 | 06-Jun-17 Tue 100 10-Aug-17 Thu BANK > Al+ 1000
. 30-Aug-17 HDFC CRISIL INE825A1472 o-Jun-17 F 200 100 E825A14726 30-Jun-17 Fri Wed BANK A+ oO
INE825A14734 | 10-Aug-17 Thu 200 10-Oct-17 Tue HDFEC CRISIL A+ 1000
YARNS | FABRICS | THREADS [| GARMENTS | FIBRES | STEELS
PAN NO.: AABCM4692E 9 CIN: LI7LE1PBI973PLC003345
WWW.VARDHMAN.COM
~Vardhman VARDHMAN TEXTILES LIMITED
Vardhman | | Delivering Excellence. Since 1965. CHANDIGARH ROAD -
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial.lud@vardhman.com
BANK
HDF CRISIL INE825A14742 | 10-Aug-17 Thu 200 29-Sep-17 Fri awk RIS Ai+ 1000
HDFC RISIL INE825A14759 | 30-Aug-17 Wed 100 27-Oct-17 Fri BANK C A+ 1000
HDF CRISI INE825A14759 | 30-Aug-17 Wed 100 27-Oct-17 Fri B ew ISIL At+ 1000
06-Mar-18 HDFC CRISIL E82 -Jan-18 Fri INE825A14767 05-Jan-18 Fri 200 Tue BANK A1+ 1000
F RISIL INE825A14775 29-Jan-18 Fri 200 28-Mar-18 Tue HDFC CRIS A+ 1000
BANK
= HDF RISIL INE825A14783 06-Mar-18 Fri 200 27-Mar-18 Tue eaNK CRIS Att 1000
HDFC CRISIL INE825A14791 09-Mar-18 Fri 200 23-Mar-18 Tue Alt . 1000
BANK
HDF CRISIL INE825A14809 | 09-Apr-18 Mon 200 08-Jun-18 Fri oaANK > At+ 1000
HDFC CRISIL INE825A14809 | 09-Apr-18 Mon 150 08-Jun-18 Fri BANK At+ 1000
HDFC CRISIL INE825A14817 08-Jun-18 Fri 250 29-Jun-18 Fri At+ 1000
BANK
HDF CRISIL INE825A14825 06-jul 18 Fri 100 30-jul-18 Mon ee ° At+ 1000
28-Mar-19 HDFC CRISIL Jan- oO INE825A14833 | 28-Jan-19 Mon 300 Thu BANK Al+ 100
. 27-Mar-19 HDFC CRISIL -Feb- Al 1000 INE825A14841 15-Feb-19 Fri 300 Wed BANK +
10-Jun-19 HDFC CRISIL -Apr- 00 INE825A14858 | 10-Apr-19 Wed 500 Mon BANK Att 1000
INE825A14866 | 10-Jun-19 Mon 100 08-Aug-19 HDFC CRISIL A1+ 1000
YARNS | FABRICS [| THREADS | GARMENTS | FIBRES [| STEELS
PAN NO.: AABCM4692E = CIN: LI7111PB1973PLC003345
WWW.VARDHMAN.COM
'Vardhman VARDHMAN TEXTILES LIMITED : i i
i ;
Vardnman Delivering Excellence. Since 1965. . CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-1[61-2228943-48
F: +9/-161-2601 048
E: secretarial.lud@vardhman.com
Thu BANK
30-Mar-20 HDFC CRISIL INE825A148 02-Jan-20 Th oO 5A14874 Jan u 35 Mon BANK At+ 1000
4.3. End-use of funds — working capital
4.4. Credit Support/enhancement (if any): Not Applicable
(i) Details of instrument, amount, Guarantor Company
(ii) Copy of the executed guarantee
(iii) Net worth of the guarantor company (iv) Names of companies to which guarantor has issued similar guarantee
(v) Extent of the guarantee offered by the guarantor company
(vi) Conditions under which the guarantee will be invoked
5. Financial information:
5.1. Audited / Limited review half yearly consolidated (wherever available) and standalone financial
information (Profit & Loss statement, Balance Sheet and Cash Flow statement) along with auditor
qualifications, if any, for last three years along with latest available financial results.
In case an issuer is required to prepare financial results for the purpose of consolidated financial
results in terms of Regulation 33 of SEBI LODR Regulations, latest available quarterly financial results
shall be filed.
Enclosed as annexure
5.2. Latest audited financials should not be older than six month from the date of application for
listing.
Provided that listed issuers (who have already listed their specified securities and/or ‘Non-convertible
Debt Securities’ (NCDs) and/or ‘Non-Convertible Redeemable Preference Shares’ (NCRPS)) who are
in compliance with SEBI (Listing obligations and disclosure requirements) Regulations 2015
(hereinafter “SEB LODR Regulations”), and/or issuers (who have outstanding listed Commercial
Paper (CPs)) who are in compliance with Annexure II of CP Circular may file unaudited financials with
limited review for the stub period in the current financial year, subject to making necessary
disclosures in this regard including risk factors.
Enclosed as annexure
YARNS [| FABRICS | THREADS | GARMENTS [| FIBRES [| STEELS
PAN NO.: AABCM4692E = CIN: L171 1 1PB1973PLC003345
WWW.VARDHMAN.COM
Vardhman VARDHMAN TEXTILES LIMITED
Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA-141010, PUNJAB
T: +91-161-2228943-48
F: +91-161-2601 048
E: secretarial. lud@vardhman.com
Vardhman
6. Asset Liability Management (ALM) Disclosures: Not Applicable
6.1. NBFCs seeking to list their CPs shall make disclosures as specified for NBFCs in SEBI Circular nos.
CIR/IMD/DF/ 12 /2014, dated June 17, 2014 and CIR/IMD/DF/ 6 /2015, dated September 15, 2015, as
revised from time to time. Further, “Total assets under management”, under para 1.a. of Annexure |
of CIR/IMD/DF/ 6 /2015, dated September 15, 2015 shall also include details of off balance sheet
assets.
6.2. HFCs shall make disclosures as specified for NBFCs in SEBI Circular no. CIR/IMD/DF/ 6 /2015, dated
September 15, 2015, as revised from time to time with appropriate modifications viz. retail housing
loan, loan against property, wholesale loan - developer and others.
YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS
PAN NO.: AABCM4692E CIN: LI7111PB1973PLC003345
WWW.VARDHMAN.COM
Vardhman VARDHMAN TEXTILES LIMITED
i
: Delivering Excellence. Since 1965. CHANDIGARH ROAD
LUDHIANA- 141010, PUNJAB
T: +91-161-2228943-48
F; +91-161-2601 048
E: secretarial lud@vardhman.com
Vardhman
CERTIFIED TRUE COPY OF RESOLUTION PASSED BY BOARD OF DIRECTORS IN ITS
MEETING HELD ON 6" FEBRUARY, 2019
“RESOLVED THAT in supersession of earlier resolution dated 9" November, 2016 passed by the Board of Directors in this respect and pursuant to Section 179 of the Companies Act, 2013 and all other applicable provisions of Companies Act, 2013, if any, the approval of Board of Directors be and is hereby given to severally authorise Mr. S.P Oswal, Chairman
& Managing Director, Mr. Neeraj Jain, Joint Managing Director, Mr. Sachit Jain and Mr. D.L. Sharma, Directors along with anyone of Mr. Rajeev Thapar, Chief Financial Officer, Mr. Akshay Jain, VP (Finance) and Mr. Neeraj Gupta, AVP (Accounts) to borrow money in any form and against any money market instruments including Commercial Paper upto a limit
of Rs. 1,000.00 crore, outstanding at any point of time, apart from the borrowings specifically approved/ratified by the Board of Directors for and on behalf of the Company and for that matter to sign/execute loan documents, Commercial Papers and/or all the necessary papers/documents as may be required in this regard and to take all such steps
as may be deemed necessary in the matter.
RESOLVED FURTHER THAT common seal of the Company required, if any, be affixed on any of the abovesaid papers/documents in the presence of any of the abovesaid directors
who shall countersign the same in token of his approval”.
aonied True Copy . .
or Vardhman Textlgg Linites
sash oot) mpany Secretary
“No. FCS-4935
YARNS [| FABRICS [| THREADS | GARMENTS | FIBRES [| STEELS
PAN NO.: AABCM4692E 9 CIN: L17111PB1973PLC003345
WWW.VARDHMAN.COM
4
- Co. B-XIX-220, Rani Jhansi Road,
8.C.V ‘asudeva & Ghumar Mandi, Ludhiana-141 001
Tel. : 0161-2774527, 98154-20555
E-mail : ludhiana@scvasudeva.com
Website : www.scvasudeva.com
Independent Auditor’s Report
Yo the Mermbers of Vardhman Textiles Limited
Repori on the Standalone Ind AS Financial Statements
¢ audited the accompanying standalone Ind AS financial statements of Vardhman Textiles
i Cth: Company’), which comprise the balance sheet as at 31 March 2017, the statement of
|. joss inetuding other comprehensive income), the statement of cash flows and the statement
in equity for the year then ended and a summary of the significant accounting policies and
other cxyinatory information (herein after referred to as “standalone Ind AS financial statements”).
(Pan 2
ent’s Responsibility for the Standalone Financial Statements
The Compiny’s Board of Directors is responsible for the matters stated in Section 134(5) of the
‘ci, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial
statenicrts that give a true and fair view of the financial position, financial performance including
oiler comprehensive income, cash flows and changes in equity of the Company in accordance with
che accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) nrescribed under Section 133 of the Act read with relevant rules issued thereunder.
Commies
‘this responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
uce'lracy and completeness of the accounting records, relevant to the preparation and presentation of
the standalone Ind AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on
our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the
Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section
. i43(/u) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial
Staiements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the standalone Ind AS financial statements. The procedures selected depend on the
auditer’s judgment. including the assessment of the risks of material misstatement of the standalone
Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the
H. O. : B-41, Panchsheel Enclave=Wéw Dethi - 110 017. Tel.: 26499111, 26499222, 26499444, 26499555, Fax : +91-11-41749444
B. O. : D-62, Panchsheel Enclave, New Delhi - 110.017. Tel.: 26497629, 26497630
S. C. Vasudeva & Co. Continuation Sheet No.
auditor considers internal financial control relevant to the Company’s preparation of the standalone
ind AS financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of the accounting estimates made by the Company’s
Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone Ind AS financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India including the Ind AS, of the financial position of the Company as at
31 March, 2017, and its financial performance including other comprehensive income, its cash flows
and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
Annexure A, which forms a part of this report, a statement on the matters specified in the
paragraph 3 and 4 of the order.
2. As required by Section 143(3) of the Act, we report that:
(a) we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) in our opinion proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books;
(c) the balance sheet, the statement of profit and loss (including other comprehensive income) ,
the statement of cash flows and the statement of changes in equity dealt with by this Report
are in agreement with the books of account;
(d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the
Accounting Standards specified under Section 133 of the Act read with relevant rule issued
thereunder;
(e) on the basis of the written representations received from the directors as on 31 March 2017
taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
“Annexure B”: and
S. C. Vasudeva & Co. Continuation Sheet No.
(g) _ with respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
iti.
the Company has disclosed the impact of pending litigations on its financial position
in its standalone Ind AS financial statements. Refer Note No. 37 of standalone Ind AS
financial statements.
the Company did not have any long term contracts including derivative contracts for
which there were any material foreseeable losses.
there has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company; and
the Company has provided requisite disclosures in its standalone Ind AS financial
statements as to holdings as well as dealings in Specified Bank Notes during the
period from 8 November, 2016 to 30 December, 2016 and these are in accordance
with the books of accounts maintained by the Company. Refer Note No. 55 of
standalone Ind AS financial statements.
For S.C. Vasudeva & Co,
Chartered Accountants
irm Reg. No.000235N
gujiv Mohan)
Partner
" M. No. 086066
Ludhiana
10" May, 2017
S. C. Vasudeva & Co. Continuation Sheet No.
Annexure - A to the Auditors’ Report
The Annexure referred to the Independent Auditors’ Report to the members of the Company on the
Standalone Ind AS financial statements for the year ended 31 March 2017, we report that:
qa) a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
b) According to the information and explanations given to us, the Company has adopted a
policy of physical verification of the fixed assets once in every three years, Pursuant to the
said policy, the Company has physically verified the entire block of Plant and Machinery
during the year under audit. Discrepancies noticed on such physical verification were not
material and have been properly dealt with in the books of account.
c) According to information and explanations given to us and on the basis of our examination
of the records of the company, the title deeds of immovable properties are held in the name
of the company.
(ii) According to the information and explanations given to us, the inventories have been
physically verified by the management during the year. In our opinion the frequency of
verification is reasonable.
According to the information and explanations given to us, discrepancies noticed on physical
verification of inventory as compared to the book records were not material and have been
dealt with in the books of account.
(iii) According to the information and explanations given to us, we report that the Company has
granted loans to two companies covered in the register maintained under section 189 of the
Companies Act, 2013.
(a) In our opinion, the rate of interest and other terms and conditions on which the loans had
been granted to the bodies corporate Jisted in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company
(b) The borrowers have been regular in the payment of the principal and interest as stipulated.
(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in
the register maintained under section 189 of the Act.
(iv) According to the information and explanations given to us, the Company has complied with the
requirements of the section 186 of the Companies Act, 2013 pursuant to loans granted and
investments made. The company has not granted loans to directors or to the person in whom
directors are interested. Therefore the provisions of the section 185 of the Companies Act,
2013 are not applicable to the company.
Gv) According to the information and explanations given to us, the Company has not accepted any
deposits covered under the provisions of sections 73 to 76, other relevant provisions of the
s C. Vasudeva & Co Continuation Sheet No.
Companies Act, 2013 and the rules framed there under. According to the information and
explanations given to us, no order under the aforesaid sections has been passed by the
Company Law Board, National Company Law Tribunal or Reserve Bank of India or any
Court or any other Tribunal on the Company.
(vi) We have broadly reviewed the books of account maintained by the company pursuant to the
rules made by the Central Government for the maintenance of cost records under section
148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. We have, however, not made a detailed examination of such
records with a view to determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis of the records of the
Company examined by us, in our opinion, the Company has been regular in depositing
undisputed statutory dues including provident fund, employees’ state insurance, income tax,
sales tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory
dues with the appropriate authorities. According to the information and explanations given to
us, no undisputed amounts in respect of statutory dues payable were outstanding as on the last
day of the financial year concerned for a period of more than six months from the date they
became payable.
. (b) According to the information and explanations given to us, there are no dues of duty of custom,
which have not been deposited with the appropriate authorities on account of any dispute.
However according to information and explanations given to us, the following dues of Income
Tax, Value Added Tax, Sale Tax Act, Service Tax and duty of Excise have not deposited by the
company on account of dispute:
(Rs. in Lacs)
Sr. | Name of Statute Total Paid Unpaid | Financial | Forum at which dispute is No. Demand under Year to pending.
Protest which it
relates 1 | Central Excise Act 2009-10 Commissioner Appeals,
1944 1.02 - 1.02 Bhopal 2 | Central Excise Act 2009-10 Customs Excise & Service Tax
1944 26.67 8.00 18.67 Appellate Tribunal, Delhi
3 | Central Excise Act 2009-10 Customs Excise & Service Tax
1944 216.06 -{ 216.06 Appellate Tribunal, Delhi , 4 | Central Excise Act 2013-14 Customs Excise & Service Tax
1944 34.59 - 34.59 Appellate Tribunal,
Chandigarh
5 | Central Excise Act 2008-09 | Hon'ble Supreme Court, New 1944 4.26 - 4.26 Delhi
6 | Central Excise Act 2008-09 Commissioner Appeals,
1944 6.51 1.63 4.88 Chandigarh
7 | Central Excise Act 2006-07 Customs Excise & Service Tax
1944 5.80 1.00 4.80 Appellate Tribunal, Delhi
8 | Central Excise Act Jan 2008 to | Customs Excise & Service Tax
1944 66.66 1.94 64.72 | March 2011 | Appellate Tribunal, Delhi 9 j Central Excise Act 2003-04, Commissioner Appeals,
1944 4.95 2.88 2.06 2004-05 Chandigarh
S. C. Vasudeva & Co. Continuation Sheet No.
10 | Centra] Excise Act 2002-03 Assistant Commissioner,
1944 1.57 1.39 0.17 Central Excise, Ludhiana
11 | Central Excise Act 2011-12 Customs Excise & Service Tax
1944 112.00 - | 112.00 Appellate Tribunal, Delhi
12 | Central Excise Act Oct 2001 to | Commissioner Appeals,
1944 2.59 : 2.59 | April 2004 | Chandigarh
13 | Central Excise Act 2015-16 | Commissioner Appeals, . 1944 5.16 - 5.16 Chandigarh
14 | Central Excise Act 2012-13 & | Commissioner Appeals, 1944 0.37 - 0.37 | 2013-14 _| Chandigarh
15 | Central Excise Act 2013-14 & | Commissioner Appeals,
1944 0.19 : 0.19 | 2014-15 | Chandigarh 16 | Central Excise Act 2014-15 & | Commissioner Appeals,
1944 0.20 - 0.20 | 2015-16 | Chandigarh 17 | Central Sales Tax 2009-10 | Deputy Excise & Taxation
Act,1956 6.19 - 6.19 Commissioner Appeals,
Jalandhar
18 | Central Sales Tax 2005-06 | Deputy Commissioner Of Act,1956 2.45 0.65 1.80 Sales Tax, Mumbai
19 | Commercial Tax Act, 2001-02 Assistant Commissioner,
1994 6.10 1.06 5.03 Commercial Tax, Bhopal
20 | Entry Tax Act, 1976 2001-02 Assistant Commissioner,
0.74 0.21 0.52 Commercial Tax, Bhopal
21 | Entry Tax Act, 1976 2003-04 Assistant Commissioner,
11.26 3.16 8.10 Commercial Tax, Bhopal
22 | MP VAT Act,2002 2006-07 Appellate Board, Commercial
51.46 20.59 30.87 Tax, Bhopal 23 | MP VAT Act,2002 2010-11 Appellate Board, Commercial
8.25 4.30 3.95 Tax, Bhopal
24 | MP VAT Act,2002 2011-12 | Appellate Board, Commercial 5.95 3.34 2.60 Tax, Bhopal
25 | MP VAT Act,2002 2012-13 Appellate Board, Commercial
2.60 1.51 1.09 Tax, Bhopal 26 | Punjab VAT Act, 2002-03 Joint Director Enforcement,
2005 1.10 0.28 0.83 Patiala 27 | The Finance Act 2007-08 to | Commissioner
1994 5.02 - 5.02 | 2009-10 _| Appeals,Chandigarh. 28 | The Finance Act 2005-06 Commissioner Appeals,
1994 11.22 : 11.22 Chandigarh
29 | The Finance Act 2015-16 Commissioner Appeals,
. 1994 0.66 - 0.66 Chandigarh
30 | Income tax Act.1961 2009-10 to | Income tax Appellant Tribunal 12,397.35 | 6,873.59 | 5,523.76 | 2011-12
31 | Income tax Act,1961 2012-13 Commissioner of Income tax,
2,823.80 | 169.62 | 2,654.18 Appeals 32 | Income tax Act,1961 2000-01 | Income tax Appellant Tribunal
3.81 | - 3.81
(viii) According to the information and explanations given to us, the Company has not defaulted in
tepayment of loans or borrowings to a financial institution bank or government. The Company
has not issued any debentures during the year or in the preceding year.
S C. Vasudeva & Co Continuation Sheet No.
(ix)
(x)
(xi)
(xii)
(xiii)
In our opinion and according to the information and explanations given to us, the term loans
taken during the year by the Company have been applied for the purpose for which they were
raised. The company has not raised money by way of initial public offer of further public offer
(including debt instruments) during the year.
According to the information and explanations given to us, no fraud by the company or on the
company by its officers or employees has been noticed or reported during the course of our audit.
According to the information and explanations given to us and based on our examination of
records of company, the company has paid / provided for the managerial remuneration in
accordance with the requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.
According to the information and explanation given to us, the company is not a Nidhi Company.
Therefore the provisions of paragraph 3(xii) of the Order are not applicable.
According to the information and explanations given to us, and based on our examination of the
records of the company, transactions with the related parties are in compliance with section 177
and 188 of the Act, where applicable and the details of the transactions have been disclosed in
the standalone Ind AS financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us, the company has not made preferential
(xv)
(xvi)
allotment or private placement of shares or fully or partly convertible debentures during the year
under audit. Thus the provisions of paragraph 3(xiv) of the Order are not applicable.
According to information and explanations given to us, and based on our examination of the
records of the company, the company has not entered into non-cash transactions with director or
person connected with him. Accordingly, provisions of paragraph 3 (xv) of the Order are not
applicable.
According to the information and explanations given to us, the company is not required to be
registered under section 45-IA of the Reserve Bank of India Act, 1934.
For S.C. Vasudeva & Co,
Chartered Accountants
Firm Reg. No.000235N
La
(San}iv Mohan)
Partner
M. No. 086066
Ludhiana
10" May, 2017
S C. Vasudeva & Co Continuation Sheet No.
Annexure - B to the Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Vardhman Textiles Limited
(“the Company”) as of 31 March 2017 in conjunction with our audit of the standalone Ind AS
. financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).
These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financia! Controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining an understanding of interna]
financial controls over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed
tisk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls system over financial reporting.
UD, Ky? &
Hoo Chhrferea a w Accduntants G
* *
S. C. Vasudeva & Co. Continuation Sheet No.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures
that;
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
. transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31 March 2017, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal contro} stated in
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.
For S.C. Vasudeva & Co,
Chartered Accountants
. Firm Reg. No.000235N
AC.
(Sajiv Mohan)
Partner
M. No. 086066
Ludhiana
10" May, 2017
VARDHMAN TEXTILES LIMITED
BALANCE SHEET AS ON 31st March, 2017 {Amount in Lacs) . . Asat3ist March As at 31st March As at Ist April,
Particulars Note No. 2017 2016 2015
ASSETS
1 Non-current assets (a) Property, Plant and Equipment 3a) 245,141.10 2,48,903.62 2,49,527.54 (b) Capital work-in-progress 4,853.91 8,483.29 7,677 68
(c) Other Intangible Assets 3b) 674.19 1,108.24 1,393.29 (4) Financial Assets
-Investments 4 97,219.10 1,06,983.92 60,064.79 -Loans 5 61.04 75.95 85.01 -Others financial assets 6 173.54 1,192.56 12,426.54
(e) Other non-current Assets 7 6,603.95 7,699.05 6,714.22
Total Non-current assets 3,54,716.83 3,74,446.63 3,37,889.07
2 Current assets {a) Inventories 8 1,58,900.38 180,911.59 1,63,673.47
(b) Financial Assets -Investments 9 67,060.37 $9.22 9,963.64 -Trade receivables 10 71,790.98 76,999.63 8,406.86
Cash end cash equivalents i 3,822.39 21,368.82 5,908.75 Bank Balance other than above A 224.72 6,308.14 11,646.02 ~Loans 12 3,656.20 2,928.02 3,688.67 Other financial assets 13 4,047.49 4,613.67 3,589.06
(c) Current tax assets (net) 4,513.57 2,191.25 1,139.55 (d) Other current assets 14 27,109.82 28,706.33 28,565.48
Total Current assets 3,41,125.92 3,24,086.67 3,05,551.50
TOTAL ASSETS 6,95,852.75 6,98,533.30 6,47,440.57
EQUITY AND LIABILITIES
Equity (a) Equity Share capital 18 5,592.88 6,205.34 6,205.31 (b) Other Equity 16 3,92,991,86 3 62,786.73 311,173.16
Total Equity 3,98,504.74 3,68,992.04 317,378.47
Liabilities 1 Non-current liabilities
(a) Financial Liabilities
-Borrowings \7 1935.28” 102,223.85 1,31,468.40
-Other financial liabilities 18 48.78 19.12 1,299.49 (b) Provisions 19 889,91 592.82 514.7} (c) Deferred tax liabilities (Net) 20 23,840.02 20,638.93 20,524.52 (d) Other non-current liabilities 21 2,101.02 2,032.34 2,146.81 Total Non-current liabilities 98,815.01 125,507.06 1,55,953,93
2 Current liabilities
(a) Financial Liabilities
-Borrowings 22 1,05,505.99 1,01,682.13 60,579.67 -Trade payables 23 17,740.83 14,590.67 12,954.60
-Other financial liabilities 24 60,075.59 73,827.25 88,304.22 (b) Other current liabilities 25 14,701.70 13,412.79 12,599.13
(c) Provisions 26 428.89 521.36 670.55 Total Current liabilities 1,98,453.00 2,04,034.20 1,74,108,17
‘TOTAL EQUITY AND LIABILITIES 695,852.75 6,98,5353-30 6,47 440.57
The accompanying notes are integral part of these financial statements
As per our report of even date
For S.C. Vasudeva & Co,,
Chartered Accountants For and on of the Board of Directors Firm Regn. No.: 000235N . 4 A
a tO 7 G Ra ,
Ka Watia ‘i ‘hapar Sachit Jain S.B. Oswal
Contpan, retary Chief Financial Joint Managing Director Chairman and Officer DIN ; 00746409 Managing Director
DIN: 00121737 Place : Ludhiana
Dated: 10-05-2017
VARDHMAN TEXTILES LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2017
U.
Wh
ny.
VIL
VIL.
Particulars
Revenue from operations
Other income Total Income (+11.
Expenses :
Cost of materials consumed Purchases of stock-in-trade Changes in inventories of finished goods, work- in-progress and stock-in-trade
Employee benefits expense
Finance costs Depreciation and amortization expense
Other expenses
Total Expenses
Profit before tax (11J-IV)
Tax expense:
Gi) Current tax
(2) Deferred tax
(3) Mat Credit Entitlement
Profit for the year (V-VI)
Other Comprehensive Income A (i} kems that will not be reclassified to profit or loss
-Remeasurements of the defined benefits plans
Note
Noa.
27 28
29
30 31
32 33
3 (a) & (b)
34
-Gain on Fair Valuation of Equity instruments carried at FVOCT (ii) Income tax relating to items that will not be reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss
(ii) Income tax relating to items that will be reclassified to profit or loss
Total Comprehensive Income for the year (VJI+VII)
Earnings per equity share
Basic - Par value of Rs. 10 per share
Diluted - Par value of Rs. 10 per share
4z
The accompanying notes are integral part of these financial statements
As per our report of even date
For S. C. Vasudeva & Co.,
Chartered Accountants Firm Regn,
Ly Rajeev Thapar
Chief Financial Officer
(Amount in Lacs)
For the year ended 3st March 2016
For the year ended
31st March 2017
5,72,828.74 5,61,395.80 a 56,758.24 24,097.29
829 586,98 885,493.09
283,669.41 2,66.715.1) 2,920.35 6,715.09 (7,417.89) 220.20
45,361.38 41,043.33 9,183.10 8,670.69
32,949.39 36,309.60 132,439.97 134,880.67 499,105.71 495,554.69
130,481.27 89,938.40
28,157.00 22 184.15 3,194.83 114.43 (1,029.88) -
. 100,159.29 67,639.82
($1.33) (6.22) 18.05 : 11.52 215
21.76 4.07
1,00,137,53 67,635.75
163.67 109.00 163.67 109.00
CAullst de Board of Directors
CL VW
Sachit nit Je S.P, Oswalt Joint Managing Directo Chairman and
DIN : 00746409 Managing Director
DIN: 00121737
y ARDUMAN TEXTILES LIMITED
“ASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017
FLOW FROM OPERATING ACTIVITIES
e( Profit before Exceptional items and tax
Adjustments for :
Depreciation and amortisation Interest expense
Fair Valuation Gain on Investment Subsidy Income Prepayments of Leasehold land
laterest income Dividend income
{ ProfitLoss on sale of Assets(Net) (Profity/Loss on sale of Investments (Net)
Provision no longer required written Back(Net)
Sundey balance written back Excess income written off Amortisation of Processing Charges. Fixed assets written off
Bad debts written off Allowances for doubtful trade receivables and net off advances written back
Changes in Working capital Adjustments for : .
(Increase Decrease in Trade and other Receivables (IncreaseV/Decrease in Inventories Increase/( Decrease) in Trade Payables and other Liabilities
Cash generated fiom Operations
Net Income tax paid.
Net cash flow from/ (used in) operating activities
B.CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Proveeds from sale of Fixed Assets Purchase of fnvestments Purchase of shares of Subsidiary
Proceeds from sale of Investments
interest received
Dividend received
[Net Cash used in investing activities
C.CASH FLOW FROM FINANCING ACTIVITIES Proceeds’ (Repayment) from Long Term Borrowings(Net) Proceeds’ (Repayment) from Short Term Bortowings(Net) Proceeds/ (Repayment) from Equity Share Capital Capital Subsidy received Dividend Paid (including taxes) lmerest Paid Net Cash flow from/{used in) Financing Activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Bank Balances not considered as cash and cash equivalents
The accompanying notes are integral part of these financial statements
As per our report of even date
For 8.C. Vasudeva & Co., Chartered Accountants Firm Regn, No,: 000235N
Parteer
Bt, No. E8066
Place: Ludhiana
Dated: 16.05.2017
32,949.39 41,252.47 (9,530.24)
(181.33) 8.15
(3,330.26) 2,540.96) (6,158.37)
(36,561.46) (349.59}
86.93
433.87
352.44
274,44
7,310.96 22,011.20 5,762.63
(30,461.55)
(29,103.16) 8,318.58
(91,842.44)
80.715.89
5,188.89
1,540.96
(43,644.34) 3,823.86
(70,544.85) 334.68 (104.77)
(14,123.12)
For the year ended
31st March 2017
1,30,481.27
36,309.60
13,014.39 871.07)
(150.26) B.S
(5,529.83) (16, 181.65)
(744.69) (671 461 (7410 (116.84) 87L.t3 91.62
479.15 33.66 148.90
(12,294.52)
118,186.75
tot4bid
(17,238.12) 3,765.6
35,084.79
1,53,271.84
(30,461.55) (23,233,707
4,22,809.99
(37,112.924 1198.16
(45 484.661
13,012.48 4.239.07 16,181.65
(25,181.29)
(45,593.88) + 46,020.37
(121,288.54)
(23,629.84) 27,676.95 4,047.41
462,96
Hayy SAS;t Xe Rajeev Thapar
Chief Financial Officer
Joint Managing Director
(Anvount in Lites)
For the year ended
Bist Marck 2016
89,938.40
23,487.05
115,425.45
(3,331.38)
1,10,094.08
(23,233.70)
86,860.38
(47,966.21)
(28,772.00)
10,122.17 11,554.77 27,676.95 1,077.58
5.P. Oswal
Chairman and
Managing Director
DEN: 00121737
y ARDUMAN TEXTILES LIMITED
“ASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017
FLOW FROM OPERATING ACTIVITIES
e( Profit before Exceptional items and tax
Adjustments for :
Depreciation and amortisation Interest expense
Fair Valuation Gain on Investment Subsidy Income Prepayments of Leasehold land
laterest income Dividend income
{ ProfitLoss on sale of Assets(Net) (Profity/Loss on sale of Investments (Net)
Provision no longer required written Back(Net)
Sundey balance written back Excess income written off Amortisation of Processing Charges. Fixed assets written off
Bad debts written off Allowances for doubtful trade receivables and net off advances written back
Changes in Working capital Adjustments for : .
(Increase Decrease in Trade and other Receivables (IncreaseV/Decrease in Inventories Increase/( Decrease) in Trade Payables and other Liabilities
Cash generated fiom Operations
Net Income tax paid.
Net cash flow from/ (used in) operating activities
B.CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Proveeds from sale of Fixed Assets Purchase of fnvestments Purchase of shares of Subsidiary
Proceeds from sale of Investments
interest received
Dividend received
[Net Cash used in investing activities
C.CASH FLOW FROM FINANCING ACTIVITIES Proceeds’ (Repayment) from Long Term Borrowings(Net) Proceeds’ (Repayment) from Short Term Bortowings(Net) Proceeds/ (Repayment) from Equity Share Capital Capital Subsidy received Dividend Paid (including taxes) lmerest Paid Net Cash flow from/{used in) Financing Activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Bank Balances not considered as cash and cash equivalents
The accompanying notes are integral part of these financial statements
As per our report of even date
For 8.C. Vasudeva & Co., Chartered Accountants Firm Regn, No,: 000235N
Parteer
Bt, No. E8066
Place: Ludhiana
Dated: 16.05.2017
32,949.39 41,252.47 (9,530.24)
(181.33) 8.15
(3,330.26) 2,540.96) (6,158.37)
(36,561.46) (349.59}
86.93
433.87
352.44
274,44
7,310.96 22,011.20 5,762.63
(30,461.55)
(29,103.16) 8,318.58
(91,842.44)
80.715.89
5,188.89
1,540.96
(43,644.34) 3,823.86
(70,544.85) 334.68 (104.77)
(14,123.12)
For the year ended
31st March 2017
1,30,481.27
36,309.60
13,014.39 871.07)
(150.26) B.S
(5,529.83) (16, 181.65)
(744.69) (671 461 (7410 (116.84) 87L.t3 91.62
479.15 33.66 148.90
(12,294.52)
118,186.75
tot4bid
(17,238.12) 3,765.6
35,084.79
1,53,271.84
(30,461.55) (23,233,707
4,22,809.99
(37,112.924 1198.16
(45 484.661
13,012.48 4.239.07 16,181.65
(25,181.29)
(45,593.88) + 46,020.37
(121,288.54)
(23,629.84) 27,676.95 4,047.41
462,96
Hayy SAS;t Xe Rajeev Thapar
Chief Financial Officer
Joint Managing Director
(Anvount in Lites)
For the year ended
Bist Marck 2016
89,938.40
23,487.05
115,425.45
(3,331.38)
1,10,094.08
(23,233.70)
86,860.38
(47,966.21)
(28,772.00)
10,122.17 11,554.77 27,676.95 1,077.58
5.P. Oswal
Chairman and
Managing Director
DEN: 00121737
OS VGE T
HE
+9°L8)_ LS ror
PLETS ES Z
SF HOL L
ET
: | 60°979
cerzl EVOT
HIBLN 1¢
38 Se URE
Ostn Gar
(OF 75669) {98° 1P6"8h)
(rS'066'07) Sazeys
Uo OF Buywyas
wanjusoad Jo
sou] 1 Z'gpPL
“SY JO
189A) Sareys
fo Jorg
Ang vo
wniwag
ne saseys
Alinba yo
yseging, 60°99
60929 Jo
WNODe
UO SBuTUIEY
pauRjoY WoL
saysuETy, p——
sameys Ayinba
jo yoeq
ing Jo
junoose (6979)
£60°9@9) YO
asgasal nONduiapa
pede.) 0)
Jaysues | eS fel
OO? Uses)
OR IT GT OST
ONT Akad
AY} JOP
SWOIUY FATSUayaad
ud.) }8IO |
trte
{is Ce) OS
TI TESA
MYT JO}
UOSUT
SAISUSYAUGUIOD INYO.
60 6S OO!
. 6C 6S
TOOT :
Teak Gf
10} WyOIg
~ PaoMpai
SAIRYS UMNO
fo SHITE A
L102 YUBW
1 ¢ Papua
Iw34 Sy)
OF Ana
ui sasueyD,
EL ORLEDE {@o'r)
[ Loves Les‘osz’ss'T
| e€°Zoe‘os'T | rs°066°07
{ -
Licrtr |
S107 TAdy
19 38 se
ange
CLOSE 79'E,
(20'r) L006
ES O8Z'ss'T
tE'zor‘os' FS°066°07
= cer7t
STAC HOFEAL
TE JE
SE QUEER
Gt60n Qz60n
: PuSpiarg
U0 NBL
K6r's9e'9) (el 's9¢"o)
: (Greys
OC OT Su
NATO]
Sh-PIOZ
Je04 peIouRUYy
Sy) 10}
puoplaiq Andy
(8L' Ls‘)
(gL'ebs‘6) (Si
“Sy oueys
sed junouyy 9)-¢10¢
189k Tepueny
Jo} Qinba
vo prapiaig
wel]
:sso7] SUSEPLO
(er) ZS 6E9'L9
AW9K 3Q) J0y
SWIOINY SAisuDyIIdUIO;
[BIO] ELO'F)
(LOp) Teak BYp
JOF SULCOUT
SATSUAYSIMIOD JOY
CB EET LO 73° 6£9°L9
Tear Su
10} WpOIg
> Paonpas
SaTBYS UMO
JO ate A,
910e yore
{£ papud
zeaK ayy
soy Ainbs
ut sasuey5
OVELV INE
~ LY'S6
68°E99'CO'E Po'ZOE'98"T
¥S'066'0% x
rim 7z4l
S307 Iady
10 38
se aouREg
amoony amsuaqosdued
s8mo2eq
tnwasd
AUS
e BAdaSas
aasHoqoiduros *
DALOSaY [Bauasy
* uendurapay
1330p 19y90.
4ayy0 YsNoAyy
PoulEzay SIHLINIAG
jendey lendesy
sinnonieg ‘SPUD UETLARS
UE :
JO SUII}!
IIIIO Samba
SHidaIng YP Sassy
{sow'y Bt
UROUTY)
Aynby 2yIO
icger'9 Seres‘oz’9
SB'Z6S's 809'87'6s's
Potaad Supsodas
yo Suysops
ay) Je
sauEpEY :
: (ep°219)
(Coce'pz't9) Qasr
ysnornp ploy sosays Jo sequin
GES9E | Jo 1ou) SaIBYS Jo
YEGKNY yeyideo
suegs Aunba
ur sodueyy
1es07'9 Sel'cs‘oz'9
1e'S07'9. BEI‘Es‘oz'9
poviad Suyproda,
jo Suyoursag
ye pENdE.)
a1eqS Pans!
j9K/ (38°65 1)
bl 86'S)
(88°6S1) Cpe 86'S)
(8¢ SION
Fajay) sareys
UMC, Srsog’s
6LE'IS'9C'D 61S90'9
GLE IS*9E'S
ported Banaodss
jo Survaideq
oy) Je
aouTEY’ (soBy
ByuAOUry
j4sqiany {(Soe'y
Up unoussaquiny
pede
aasys Ginby
PGE WOIBIA
She IE
SY L1OT
YOIEW ISTE
18 Sy
SARNIA
Aynbg
ut sadunys
yo ynaweyES
Ga LINTT SYTLLXGL NVAHOUVA
s B-XIX-220, Rani Jhansi Road,
S.C. Vasudeva & Co. Ghumar Mandi, Ludhiana-141 001
Chartered Accountants Tel. : 0161-2774527, 98154-20555 E-mail : ludhiana@scvasudeva.com
Website : www.scvasudeva.com
Independent Auditors’ Report
. To the Members of Vardhman Textiles Limited
Report on the Consolidated Ind AS Financial Statements
We have audited the accompanying consolidated Ind AS financial statements of Vardhman Textiles
Limited (“the Holding Company”) and its subsidiaries, its associates and its joint venture (collectively
referred to as “the Company” or “the Group”), which comprise the consolidated balance sheet as at 31
March 2017, the consolidated statement of profit and loss (including other comprehensive income), the
consolidated statement of cash flows and the consolidated statement of changes in equity for the year then
ended and a summary of the significant accounting policies and other explanatory information
(hereinafter referred to as “the consolidated Ind AS financial statements”).
Management’s Responsibility for the Consolidated Ind AS Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind
AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to
as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial
performance including other comprehensive income, consolidated cash flows and consolidated changes in
equity of the Group in accordance with the accounting principles generally accepted in India, including
the Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules
issued thereunder. The respective Board of Directors of the companies included in the Group are
responsible for maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities;
the selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records. relevant to the preparation and presentation of the consolidated Ind AS financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the consolidated Ind AS financial statements by the
Directors of the Holding Company, as aforesaid.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our
audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and
auditing standards and matters which are required to be included in the audit report under the provisions
of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of
the Act. Those standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from
material misstatement.
H. O. : B-41, Panchsheel Enclave, New Delhi - 110 017. Tel.: 26499111, 26499222, 26499444, 26499555, Fax : +91-11-41749444
B. O. : D-62, Panchsheel Enclave, New Delhi - 110 017. Tel.: 26497629, 26497630
. S. C. Vasudeva & Co Continuation Sheet No.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures
in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS
financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind
AS financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board
of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial
statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in
terms of their reports referred to in sub-paragraph of the other Matters paragraph below, is sufficient and
appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted
in India including the Ind AS, of the consolidated financial position of the Group, as at 31 March 2017
and its consolidated financial performance including other comprehensive income, its consolidated cash
flows and the consolidated changes in equity for the year then ended.
Other Matter
We did not audit the Ind AS financial statements/financial information of two subsidiaries, whose
Ind AS financial statements/financial information reflect total assets of Rs.59,505.09 Lac as at 3ist
March, 2017, total revenue of Rs. 37,921.85 Lac, total comprehensive income of Rs. 4,925.25 Lac, and
net cash flows amounting to Rs. 816.32 Lac for the year ended 31st march, 2017 as considered in the
consolidated Ind AS financial statements. The consolidated Ind AS financial statements also include the
group's share of total comprehensive income of Rs. 3653.17 Lac for the year ended 31st March, 2017,
as considered in the Consolidated Ind AS Financial Statements, in respect of two associate and one joint
venture, whose Ind AS financial statement/financial information have not been audited by us. These Ind
AS financial statements/financial information have been audited by other auditors whose reports have
been furnished to us by the Management and our opinion on the consolidated Ind AS financial
, statements, in so far as it relates to the amounts and the disclosures included in respect of these
subsidiaries and associates and our report in terms of sub sections (3) and (11) of Section 143 of the Act,
insofar as it relates to the aforesaid subsidiaries and associates, is based solely on the reports of the other
auditors.
Our opinion on the Consolidated Ind AS Financial Statements, and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matters with respect to our
reliance on the work done and reports of other auditors.
. S. C. Vasudeva & Co Continuation Sheet No.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial
statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated Ind AS financial statements have been kept so far as it appears from our examination of
those books.
(c) The consolidated balance sheet, the consolidated statement of profit and loss, the consolidated
statement of cash flows and consolidated statement of changes in equity dealt with by this Report are in
agreement with the relevant books of account maintained for the purpose of preparation of the
consolidated Ind AS financial statements.
(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting
Standards specitied under Section 133 of the Act, read with relevant rules issued thereunder.
(e) On the basis of the written representations received from the directors of the Holding Company as on
31 March 2017 taken on record by the Board of Directors of the Holding Company and the reports of the
statutory auditors of its subsidiary companies incorporated in India, none of the Directors of the Group
companies incorporated in India is disqualified as on 31 March 2017 from being appointed as a Director
of that company in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group
and the operating effectiveness of such controls, refer to our separate report in “Annexure A”; and
(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. the consolidated Ind AS financial statements disclose the impact of pending litigations on
the consolidated financial position of the Group.
il. the Company did not have any long term contracts including derivative contracts for
which there were any material foreseeable losses; and
iti. there has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Holding Company and its subsidiary companies
incorporated in India; and
S. C. Vasudeva & Co. Continuation Sheet No.
iv. the Company has provided requisite disclosures in its consolidated Ind AS financial
statements as to holdings as well as dealings in Specified Bank Notes during the period
from 8 November, 2016 to 30 December, 2016 and these are in accordance with the
books of accounts maintained by the Company.
For S.C, Vasudeva & Co,
Chartered Accountants
Firm Reg. No.000235N
a AO ee
(Sanjiv Mohan)
Partner
M. No. 086066
Ludhiana
10" May, 2017
. s. C. Vasudeva & Co Continuation Sheet No.
Annexure - A to the Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and
for the year ended 31 March 2017, we have audited the internal financial controls over financial reporting
of Vardhman Textiles Limited (“the Holding Company”) and its subsidiary companies, its associates and
joint ventures which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The Respective Board of Directors of the Holding Company, its subsidiary companies and its associate,
which are companies incorporated in India, are responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal contro! stated in the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants
of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of
its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the
Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the
Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and maintained and
if such controls operated effectively in all material respects.
, Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the Ind AS financial statements, whether due to fraud or error.
a Ss. C. Vasudeva & Co Continuation Sheet No.
| We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal financial contro! over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls over financial reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company, its subsidiary companies, its associates and its joint venture, which
are companies incorporated in India, have, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal contro] stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
S. Cc. Vasudeva & Co. Continuation Sheet No.
Other Matter
Our aforesaid reports under section 143(3\(i) of the Act on the adequacy and operating effectiveness of I
the internal financial controls over financial reporting in so far as it relates to two subsidiary companies,
two associate and one joint venture, which are companies incorporated in India, is based on the |
corresponding reports of the auditors of such companies incorporated in India. i
For S.C. Vasudeva & Co,
Chartered Accountants
Firm Reg. No.000235N
M. No. 086066
Ludhiana
10" May, 2017
VARDELMAN TEN TILES LIMITED
CONSOLIDATED BALANCE SHEE’
Particulars
ASSETS
{ Non-current assets
(aj Property, Plaat and Equipuient
(0) Capital work-in-progiess
{e) Goodwill id) Other Jotangnble Assets
(e) Investment in associates and yous ventures
(f) Financial Assets
Investments.
-Loans
-Others financial assets (y} Other non-current 1S,
Total Non-current assets
2 Current assets
(a) Inventories (b) Financial Assets
-tavesiments -Trade receivables ~Cash and cash equivalents -Bank Balance other than above -Loans
-Other financial assets (c} Current tax assets (net) (d) Other current assets ‘Total Current assets
TOTAL ASSETS EQUITY AND LIABILITIES
Equity (a) Equity Share capital
(b} Other Equity (c} Non-controtting interests.
- Equity Share capitat
- Otter Equity
Total Equity
Liabilities
t Nen-current finbilities (a) Financial Liabihties
Borrowings -Othes finangial liabilines
(b) Provisions (e) Deferred tax tiabililies (Net) (Wh Other non-current liabilities Total Non-current liabilities
w Current liabilities (a) Financial Liabilities
-Botrowings -Trade payables -Other Financial liabilities
(b} Other current liabilities (ci Provisions Total Current fiabi
TOTAL EQUITY AND CAASTEETIES
AS ON 3ist March, 2017
Note No,
3¢ay
ey Mb) fa}
10 a
WA
12 13
4?
18 wv 20 2
As at 31st March As at 31st March
(Amount in Lacs)
As at (st April
2017 2016 2018
2,57,432.93 2,60,333.22 2.60,267.68 4,902.67 8,601.30 7,932.64 1,254.48 1,259.18 1,259.18 674.18 1$08.24 1393.29
2,316.79 19,896.85 28,182:07
85,875.40 95,338.00 49,874.16 61.97 81.36 87.26
204.71 4,269.97 12,426.13 7,839.34 9,049.24 8,027.87
3,65,461.67 3,96,937.33 569,480.78 aeons: AN Ek I
(75,286.68 192,512.48 175,740.07
93,439.88 16,027.77 27,658.48 73,349.58 77,759.39 82,017.73 4,228.68 21,536.43 6,332.10 226.37 6,350.15 11,669.55
2,971.30 3,033.43 3,702.56 4,960.52 5,352.15 4,102.10 2,128.86 1,302.93 493.20
29,599.89 30,518.73 31,551.13 3,86,192.70, 3,54,393.42 3,33,266.92
TTS) TASS FAL 717.10
5,490.53 OMIT IL 6,091.91
421,831.90 393,896.96 RSL 6004
2,562.75 2,93}.50 2,931.50 3,655.89 7,373.29 8,145.32
438,541.07 410, 293.6 3,68,705.16-
74,270.02 4,03,972.03 133,475.34 48.78 J942 1,299.49
969.22 635.34 169.77 27,418.77 23,774.20 22,932.38
2,103.04 2,049.78 2167.27 7,04,309.83 1,50,450.73 ~~ T,60,644.25
106,632.17 1,03,075.47 60,716.20
24,545.22 18,033.07 19.645.55 61,787.17 75,291.37 90,355.62
15,203.73 13,640.98 11,897.43
465.16 S553 689.49 2B GOAT TAC SRG ATT 30.29
TL GS4.57 RAZ ITEIE
‘The accompanying dotes are integral part of these consobdated {financial scutemtents,
As per aur report of even date fur SOL
Chartered
Firm Rego,
Place : Ludhiana
Dated: 10.08.2017
© Board of
Rajeev Thapar Sachit Jain
Chief Financiat Officer OTN : 00746409
Ord. -
‘ectors:
doint Managing Director
Managing Directo: DAN: 00121737
VARDHMAN TEXTILES LIMITED CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2017
(Amount in Lacs}
Particulars Note For the year ended For the year ended No. st Mareh 2017 Fist March 2016
L Revenue from operations 27 6,06,676.59 589,527.50
MW Other income 28 49,152.00 (1,048.59 mH, Total income (+11) 6,55,828.59. 6,00,576.09
Iv, Expenses: © Cost of materials consumed 29 3,01,580.33 279,846.53 Purchases of stock-in-trade 30 539.50 1,859.83 Changes in inventories of finished goods, work- 31 (9,081.82) 1,007.10
in-progress and stock-in-trade
Employee benefits expense 32 47,884.72 43,379.47
Finance costs 33 9,294.99 8886.41
Depreciation and amortization expense 3 34,339.74 37,424.85
Other expenses 34 143,162.91 145,803.61 Total Expenses 527,720.37 5,18,207.80
ve Profit before non controlling interests and share of profit of associate and 1,28,108.22 32,368.29
joint venture (III-1V) Vi Share of profit of associates/ joint ventures 3,685.53 ___4,783.49
Vil Profit before tax (V+VI) 1,31,793,75 87,131.78
Vit Tax expense:
4. (1) Current tax 30,263.40 23,897.60
(2) Deferred tax 3,342.30 842.54
(3) Mat Credit Entitlement (1,239.63) 4.20
xX. Profit for the year (VII-VIT) . 99,427.68 $2,407.44
xX Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
-Remeasurements of the defined benefits plans : (61.29) 14.25
-Gain on Fair Valuation of Equity instruments carried at FVOCI 6.35 - ~Share of other comprehensive income from associate/ joint venture (9.32) 13.61
(ii) Income tax relating to items that will not be reclassified to profit or loss 18.94 (4.70)
B (i) Items that will! be reclassified to profit or loss - -
(ii) Income tax relating to items that will be reclassified to profit or loss - -
(45.32) 23,16
Total Comprehensive Income for the year (IX+X) 99,382.36, 62,430.60
Profit attributable to: - Owners of the parent 98,141.44 6145937
- Non-controJling interest 1,286.24 948.13
2.21.68 2a a Other Comprehensive Income attributable to:
- Gwners of the parent (41.69) 21.05 - Non-controlling interest . 3.63 a a
(45.32) 23.16
Total Comprehensive Income attributable to:
- Owners of the parent 98,099.75 61,480.36
~ Non-controlling interest 1,282.6} 950.24 99,382.36, 62,430.60
Earnings per equity share 42
Basic - Par value of Rs. 10 per share 163.40 100.89
Dituted ~ Par value of Rs. 10 per share 163.10 100.83
The accompanying notes are integral part of these consolidated financial statements
AS per our report of even date
For S. C. Vasudeva & Co., Chartered Accountants
wo
Rajeev Thapar S.P. Oswal
Chief Financial Joint Managing Direct« Chairman and Officer DIN : 00746409 Managing Director DIN: 60121737
Place : Ludhiana Dated: 10-05-2017
VAROUMAN TEXTILES LIMITED
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017
A.CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Exexceptional items and tax
Adjustments for +
Depreciation and amortisation 34,339.74 lacome from associates (3,685.53) Ingerest expense 11,622.01
Fair Valuation Gain on Investments (9,967.74) Subsidy Income (189.33) Prepayments of Leasehold land 815
Interest income (3,121.66) Dividend income (1,462.11)
( Protit}/Loss on sale of Assets(Net) (6,415.33)
(Profit'Loss on sale of Investments (Net) (28,109.57) Provision no fonger required written Back(Net} (360.71)
Amortisation of Processing Charges 92.75 Fixed assets written off 438.35
Bad debts written off 358.75 Allowances for doubtful trade receivables and advances writien back 274.44
{Inctease)/Decrease in Trade and other Receivables 5,845.83 (Increase)/Decrease in Inventories 48,374.22 Increase/(Decrease) in Trade Payables and other Liabilities 10,279.47
Cash generated fram Operations
Net income tax paid (30,865.96)
Net cash flow from/ (used in) operating activities
11 FLOW FROM INVESTING ACTIVITIES
se: OF Fixed Assets. (30,994.04)
Proc from sale of Fixed Assets 8,654.85 Purchase of Investments (108,748.38)
Proce rom sate of Investments 90,333.75 Interest yeceived 4,971.69
Dividend received 1462.11
Net Cash used in investing activities
C.CASH FLOW FROM FINANCING ACTIVITIES Proceeds: (Repayment) from Long Term Berrowings(Net) (41,812.67)
Proe (Repayment) from Short Tern Borrowings(Net) 3,884.69 Proceeds! (Repayment) from Equity Share Capital (68,838.80)
Dividend Paid (including taxes) (93.11)
(11,491.10) Interest Paid Net Cast Row froav(used itt} Financing Activities
Net Increase in cash and cash equivalents
ash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year
She accompanying notes are integral part of these consolidated financial statements
As per our report of even date
Vor Vasudeva & Co., Chartered Accountants.
firm Regn, No.: G00235N,
{Amount in Lacs}
For the year ended For the vear ended
31st March 2017 Bist March 2016
1,31,793.75 87,181.78
37,424.85 (4,783.49) 13,272.73 (5,683.13) (154.20)
23.48 (5,592.29) (1,069.99) (745.34) (469.27) 542,38 92.86 24.22 33.81
118.97
(6,177.79) 33,032.62
1,25,615.96 1,20,184.40
11,011.61 (16,355.52)
1,513.41 34,499.52 (3,830.50)
1,60,115.48 1.16.353.90
(30,865.96) (24,844.50) (24,844.50)
1,29,249.52 91,509.40
(38,881.22) 1,219.62
(49,876.32) 22,823.41 4,342.83 15,230.49
(34,320.02) (45,141.19)
(45,542.92) 45,935.38
(23,287.94) (13,587.84)
(1,18,350.99} (36,483.32)
(23,421.48) 9,884.89 | 27,886.84 18,001.68 4465.06 27,886.54
bre Bore - yer Rajeev Thapar Sachit Jain S.P. Oswal
Chief Financial Officer Joint Managing Director Chairman and DIN ; 60746409 Managing Director
DIN: 00125737
* Grttoptunocay
© ob
‘
OG TES TCP
(907)
89°C8T
of T8S0LT
LS'78SE OFT
- £L°79S
os'068'T LPCSTT
LIOZ Qoavy
TE 38
$e 290BT
TS PRHONT
Pps] soseys
UMO 0}
SunEses Uinitcaid
Jo soe]
IZ'RbrT
(9e'p94'0L) (IZ pe
6p) {S°066°07Z)
“SY JO J9N)
SareYs Jo yoeq
Ang uo weg
Sareys AiNbS JO yoeqAnq| 0S 063°I
0S'068"1 jo
mMOd08 UO
sBunLET pourvjay
Woy Jaysuely,
£0°S6T £0°S61
SHuwER psliejoy
Woy 1oysuBl lL
onegS ATM
Jo yorgAng Jo
yuNOINB UO
dAJ9sa1 LOT\dUApal|
(zs"s80%) KZS'$80°2)
Tende> 2
aarssoy Aroynyeyg
0) J9ysue3 |
SL°660°86 6°
Ib) PF IPT
86 ABIK
JY) 40f
JOIN] DATSUIyDIGMO,)
18}O].
69 Tr)
feo Th)
Teak dif} 10}
SWOOUT DATSUOYDIGUIOS
TOTO
br ivTs6
PP IPT 3
6 _
TeOK of Jy
1JOld,
06968 EOE SOTe
SF 78C BESTS
HLT BO LSS SOT
PSOCCOT OL LE
: “Paste
910c dy
1018 se ooBEg
OCSEFESE
SOIT
89787
SEStS HLT
SOLSS'SET ¥S"066°07
OLLIE -
LYTSTT
STOZ Gore
LE ye
88 asuEeg
GsausTaT BUTTTOR GOS]
($0'970'L) a9z0'D
~UON Jo
18U) XB)
BORNNGLNSIP puspIAId
(68 FPz 2) 68 FHT
O) ‘SOEIOOSSE
Woy PUSPIAIp
UO XE}
PUSPIAIC]
Tarays TOT SY
HOUTY) CT]
Kgr's9¢'9) (g1's9g‘9)
“P1OT WOK
yerOUUTZ ou
Jo} pusplaiq( Asinby
CT
Sa subs
Fae puTIOUTY OT-10c
(se L0S‘6) (3e't65‘6)
Ieok [eLoUBUTY
10g Apo
Uo PUDplAIC]
WILSOIUT SSO]
PUL fijoud fo
juouiayers|
(os"14) KOS
1L) Wog
sAlases AI0)NIE}S
0} pozaysueN
JUNOWy SSO]
pue jyord jo
OIL
Os Te Jusuratels
Ur snydns
Woy pouasuey
Noy)
ST ORFT9
Sore TE6SPTS.
ABIA 9Y}
JO} SUOIU]
SATSUDHSAG
MIO.) [610] |
SOIC SOT?
FOX SY}
JO} SUGOUT
SAISUSYIIGUIOD IONIG,
Te 65719 Te 6s¥'19
Teak ap
Joy WOM, POOF TSE
- a
89°78 WEE
BOLSS SET
#5066 07
0@ 967
~ LYST
S107 Lady
70 78
se souepeg
TOE SPST
TOTTT T
aaisoaqaiduios |
ssyjo ysno14)
sduiey
amywna4d
SP S/N
aars2ey ) vondwapay
PAIOSOL
sao
squaun.suy pauieyay
aasasay [w1aUas)
saytinsag Aso
BIg rendes
Teds
BO], Jo
sway! LYIO
Aynbg, SHLING
3 SIATOSI
suEMaHaeg
Se] Wy]
moury| “Anby
YO
16 1609 ooREr6T60°9
| ES O6r's:
GO'SEE'SO' G'S | Popied Bups0der
fo TUSO[D
au} 38
DULLER
i :
$¢ 109) (00°€08"ET 09)
Genny FENGN Pray sameGs Jo 25qumU
GES'9E | Jo uIpHjouN)
SoIeYS Jo yoUqANG :
Tides ateqs
Ainbs oT sosuet5| T6'160°9
oo'sEr6r'60°9 |
161609 OO'SET6T
609 Porrod
JupJodal Jo SUjDITIaG
pe [eIAU.)
SIVYS PINSS
JON] Gres)
MOOTHLBESD [Ge EsD
OO TPL 8650 _
TION Tay)
Sas UNO!
6LESTS OO GLE L
ISTS
| GLISTS
OD'6LELT STO
poled dupiode.
jo Sujuaiseq
aq) 18
JaUe Teg S58]
oy uNouy|
s9quINN| Soe]
Uy Nowy
Asquinyy ICCOESLL anbg|
G1OT WIE
AST E
Je SV
LOT OAR
ISTE BSH
Aynby ut
sadueqD Jo
yuameazeIg payepyosueD
GaLIATI SATILXAL NVAWHCUVA
Deloitt Chartered A e€ ne e 7° Floor Building 10, Tower B DLF Cyber City C i Haskins & Sells LLP OE ate complex Gurugram - 122 002 Haryana, India
Tel: +91 124 679 2000 Fax: +91 124 679 2012
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF VARDHMAN TEXTILES LIMITED Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Vardhman Textiles Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) / of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone N Ind AS financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and changes in equity of the Company .in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
( Our responsibility is to express an opinion on these standalone Ind AS financial statements ~ based on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are required to be included in the
audit report under the provisions of the Act and the Rules made thereunder and the Order
issued under section 143(11) of the Act.
We conducted our audit of the standalone Ind AS financial statements in accordance with
the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free
from material misstatement.
a Regd. Office: Indiabulls Finance Centre, Tower 3, 27" - 32” Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, india.
(LLP Identification No. AAB-8737)
a
Deloitte Haskins & Sells LLP
yr
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.
e} On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting for the reasons stated therein.
J
Deloitte Haskins & Sells LLP
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i, The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements — Refer to Note 38(a) to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses ~ Refer to Note 38(e) to the standalone Ind AS financial statements;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W / W-100018) { f
Vijay Agarwal
(Partner) (Membership No. 094468)
Place: Ludhiana
Date: May 12, 2018
Deloitte Haskins & Sells LLP
ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory
Requirements’ section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Vardhman
Textiles Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of
the standalone Ind AS financial statements of the Company for the year ended on that
date.
Management's Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by
the Institute of Chartered Accountants of India. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls
over financial reporting of the Company based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India
and the Standards on Auditing prescribed under Section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Company's internal financial controls system
over financial reporting.
Deloitte Haskins & Sells LLP
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial. reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W / W-100018)
Vijay Agarwal
(Partner) (Membership No. 094468)
Place: Ludhiana
Date: May 12, 2018
& Wy
Deloitte Haskins & Sells LLP
et
ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ Section of our report of even date)
(i)
(ii)
(a)
(b)
(c)
The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
According to the information and explanations given to us, the records examined by us and based on the examination of the registered sale deeds and transfer deeds / conveyance deeds and the confirmations received by us from “ICICI Bank Limited and IDBI Bank Limited” (custodians) on behalf of term and consortium lenders for the credit facility extended to the Company against immovable properties whose title deeds have been pledged as security for obtaining credit facility and the same are held in the name of Company.
We report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except the following:
Particulars of Land | Carrying value as Remarks and building at March 31, 2018
(Rs. In Crore)
Freehold land located at 4.38 Pending registration in Chandigarh the name of Company admeasuring 1170.56 square meters.
As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals other than for stock lying with third parties and/or goods in transit for which confirmation have been obtained/subsequent receipts have been verified in most of the cases. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.
Deloitte Haskins & Sells LLP
(iii)
(iv)
(v)
(vi)
(vii)
According to the information and explanations given to us,'the Company has
granted unsecured loans to three bodies corporate, covered in the register
maintained under Section 189 of the Companies Act, 2013, in respect of which:
a. The terms and conditions of the grant of such loans are, in our opinion, prima
facie, not prejudicial to the Company’s interest.
b. The schedule of repayment of principal and payment of interest has been
stipulated and repayments or receipts of principal amounts and interest have
been regular as per stipulations.
c. There is no overdue amount remaining outstanding as at the year-end.
In our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of Sections 185 and 186 of the Act in
respect of grant of loans, making investments and providing guarantees and
securities, as applicable.
The Company has not accepted deposits during the year and does not have any
unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause
3 (v) of the Order are not applicable to the Company.
The maintenance of cost records has been specified by the Central Government
under Section 148(1) of the Companies Act, 2013. We have broadly reviewed the
cost records maintained by the Company pursuant to the Companies (Cost Records
and Audit) Rules, 2014, as amended prescribed by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion
that, prima facie, the prescribed cost records have been made and maintained. We
have, however, not made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
According to the information and explanations given to us, in respect of statutory
dues:
(a) The Company has generally been regular in depositing undisputed statutory
dues, including provident fund, employees’ state insurance, income-tax,
sales tax, service tax, customs duty, excise duty, value added tax, goods
and services tax, cess and other material statutory dues applicable to it with
the appropriate authorities.
(b) There were no undisputed amounts payable in respect of provident fund,
employees’ state insurance, income-tax, sales tax, service tax, Customs
duty, excise duty, value added tax, goods and services tax, cess and other
material statutory dues applicable in arrears as at March 31, 2018 for a
period of more than six months from the date they became payable.
Wy:
Deloitte Haskins & Sells LLP
(viii)
(c) Details of dues of excise duty, sales tax, value added tax, service tax and
income-tax which have not been deposited as on March 31, 2018 on account
of disputes are given below and there are no dues of customs duty as on
March 31, 2018 on account of disputes
Amount
Forum x | Paid | Amount
Nature Nature where period Amount™ | under | unpaid
° o i i erio rotest Statute Dues aispure is P
P g (Rs. In Crores)
Supreme 2005 0.04 - 0.04 Court
Central . Excise | EXCIS® | CESTAT 2009-2013 2.17 - 2.17
Laws Duty Upto
Commissioner | 2001 - 2015 2.73 0.08 2.65
(Appeals)
. CESTAT 2010 - 2011 0.02 - 0.02 Service . Tax Service
L Tax Upto aws Commissioner | 2008-2011 0.07 - 0.07
(Appeals)
Sales Central j| Upto
Tax Sales Commissioner | 2009-2010 0.06 - 0.06
Laws Tax (Appeals)
Appellate . State Board 2006-2007 0.51 0.20 0.31
Sales Upto
Tax Commissioner | 2005 - 2006 0.02 - 0.02
(Appeals)
ITAT 2001-2012 141.42 115.21 26.21 Income-
Income- tax tax Upto
Laws Commissioner | 2012-2014 87.65 18.80 68.85
(Appeals)
*Amount as per demand orders including interest and penalty wherever quantified
in the Order.
In our opinion and according to the information and explanations given to us, the
Company has not defaulted in the repayment of loans or borrowings to financial
institutions, banks, government and dues to debenture holders.
r
Deloitte Haskins & Sells LLP
(ix) In our opinion and according to the information and explanations given to us, the
term loans have been applied by the Company during the year for the purposes for
which they were raised. During the year, the Company has raised Rs. 499.80 Crore
through private placement of non-convertible debentures, however it has not raised
any money by way of initial public offer/further public offer (including debt
instruments) during the year.
(x) To the best of our knowledge and according to the information and explanations
given to us, no fraud by the Company and no material fraud on the Company by
its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the
Company has paid/provided managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with Schedule
V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of
the CARO 2016 is not applicable.
(xiii) In our opinion and according to the information and explanations given to us, the
Company is in compliance with Section 177 and 188 of the Companies Act, 2013
where applicable, for all transactions with the related parties and the details of
related party transactions have been disclosed in the standalone financial
statements as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures and hence reporting
under clause (xiv) of CARO 2016 is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us,
during the year the Company has not entered into any non-cash transactions with
its directors or persons connected with him and hence provisions of Section 192 of
the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934 and hence reporting under clause 3 (xvi) of CARO 2016 is
not applicable to the Company.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No, 117366W / W-100018)
Vijay Agarwal (Partner)
(Membership No. 094468)
Place: Ludhiana
ate: May 12, 2018
by
VARDHMAN TEXTILES LIMITED
Balance Sheet as at March 31, 2018
(Al amounts in crores, unless otherwise stated)
Particulars
ASSETS
Non-current assets
(a) Property, plant and equipment
(b) Capital work-in-progress
({c) Intangible assets
(d) Financial assets
{i} Investments
(if) Loans
dif) Others financial assets
{e) Other non-current assets
Total Non-current assets
Current assets
(a) Inventories
(b) Financial assets
(i) Investments
(ii) Trade receivables
(iii) Cash and cash equivalents
(iv) Bank balances other than
above
(v) Loans {vi) Other financial assets
(c) Current tax assets(net)
(d) Other current assets
Total Current assets
TOTAL ASSETS
Equity and Liabilities
Equity
(a) Equity share capital
(b) Other equity
Equity attributable to the owners of the Company
Liabilities
Non-current liabilities (a) Financial liabilities
() Borrowings
(ii) Other financial liabilities
(b) Provisions
(c) Deferred tax liabilities (Net)
(d) Other non-current liabilities
Total Non-current liabilities
Current liabilities
(a) Financial liabilities
{}) Borrowings
(ii) Trade payables (iii) Other financial liabilities
{b) Provisions
(c) Current tax liabilities (net)
(d) Other current liabilities
Total Current liabilities
TOTAL EQUITY AND LIABILITIES
See accompanying notes to the
standalone financial statements
In terms of our report attached
For Deloitte Haskins & Sells LLP Chartered Accountants *
Partner
Place : ludh jour Date: May 12, 2018
y “4
Note No. As at March 31, As at March 31,
2018 2017
3A 2,503.04 2,451.41 3A 105.08 48.54
3B 3.73 6.74
4 787.96 972.19
5 0.59 0.61 6 8.97 1.74
7 85.26 66.04
3,494.63 3,547.27
8 2,116.51 1,589.00
9 804.04 670.60 10 727.32 717.91
11 65.20 38.22 11A 3.11 2.25
12 45.24 36.56 13 23.99 40.47 14 99.07 45.14
15 316.88 271.11 4,201.33 3,411.26
7,695.96 6,958.53
16 57.43 55.93
17 4,574.53 3,929.92 4,631.96 3,985.85
18 1,195.55 719.35 19 0.65 0.49 20 7.04 8.90 21 235.60 238.41
22 22.18 21.01 1,461.02 988.16
23 805.51 1,055.06 24 196.19 177.41
25 471.94 600.76 26 4.82 4.28 14 9.45 - 27 115.07 147.01
1,602.98 1,984.52
7,695.96 6,958.53
For and on behalf of the Board of Directors
\ (Lape San Gupta Rajeev Thapar s chit Jain
Company Secretary Chief Financial Joint MiBnaging
Membership No:-4935 Officer Director
DIN:00746471 Place : Ludhiana
Date: May 12, 2018
,
Yi S.P. Oswal
Chairman and Managing Director DIN: 00121737
VARDHMAN TEXTILES LIMITED
Statement of profit and loss for the year ended March 31, 2018
(All amounts in crores, unless otherwise stated)
Particulars
I Revenue from operations
Wy Other income
TIT Total Income (I1+1I)
Iv Expenses : Cost of materials consumed
Purchases of stock-in-trade Changes in inventories of finished
goods,work-in-progress and
stock-in-trade
Employee benefits expense
Finance costs Depreciation and amortization
Other expenses
Total Expenses
v Profit before tax (III-IV)
VI Tax expense:
Current tax
Deferred tax
vit Profit for the year (V-VI)
VIII Other Comprehensive Income
A Items that will not be reclassified to profit or loss
(a) (i) Remeasurements of the defined benefits plans
(ii) Income tax relating to items that will not be reclassified to
profit or loss
Note
No.
28 29
30
32
33
3A & 3B 35
36
17
(b) (i) Equity instruments through other comrehensive income
(ii) Income tax relating to items that will not be reclassified to
profit or loss
IX Total other comprehensive
income
x Total comprehensive income for the year (VII+IX)
Earnings per equity share (amount in Rs.)
(1) Basic (2) Diluted
See accompanying notes to the standalone financial
statements
In terms of our report attached
For Deloitte Haskins & Selis LLP Chartered Accountants {
\ Vijay Aga
Partner
grow
a
place :*° Ludhiana Date: May 12, 2018
wll
yy
sangyo ce
42
Company Secretary
Membership No:-4935
Place : Ludhiana
Date: May 12, 2018
For the year
ended March 31,
For the year
ended March 31,
Rajeev Thapar
2018 2017
5,851.37 5,690.95 185.06 628.36
6,036.43 6,319.31
3,180.52 2,836.69 33.63 29.20
(48.01) (74.18)
479.63 453.61 114.32 125.13 228.55 329.49
1,347.04 1,314.56 5,335.68 5,014.50
700.75 1,304.81
147.58 281.57 7.41 21.65
545.76 1,001.59
2.51 (0.51) (0.87) 0.17
0.09 0.18 (0.03) (0.06)
1.70 (0.22)
547.46 1,001.37
96.41 163.67 95.45 163.67
Suthita Jain
Joint aging
irector
DIN:00746471
For and on behalf of the Board of Directors
S.P. Oswal
Chairman and Managing Director
DIN: 00121737
VARDHMAN TEXTILES LIMITED
CASH FLOW STATEMENT
for the year ended March 31, 2018
(All amounts in Rs. Crores, unless otherwise stated)
. Year ended Year ended Particulars March 31, 2018 March 31, 2017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 700.75 1,304.81
Adjustments for: Finance costs 103.81 112.52 Fair valuation gain on investment (78.08) (95.30)
Subsidy income (1.79) (1.81)
Prepayments of leasehold land 0.08 0.08
Interest income (17.76) (33.30)
Dividend on current investments (19.98) . (15.41)
Net gain on sale / discarding of property, plant and equipment (4.69) (61.58)
(Profit)/Loss on sale of Investments (Net) (20.26) (365.61)
Provision no longer required written back (net) (8.02) (3.50)
Amortisation of processing charges 0.64 0.87
Assets written off 3.32 4.34
Bad debt written off 0.45 3.52
Allowances for doubtful trade receivables and advances - 2.74
Depreciation and amortisation 228.55 329.49
Share options outstanding account 10.57 -
Changes in working capital:
Adjustments for (increase ecrease in ratin assets :-
Trade receivables and other assets (9.88) 45.80
Inventories (527.50) 220.11
Loans (Current) (8.65) (6.41)
Loans (Non-current) 0.02 0.15
Other assets (Current) (56.07) 26.26
Other assets (Non-current) (5.56) 10.90
Others financial assets (Current) 8.24 47.04
Others financial assets (Non Current) (7.11) 10.19
Adjustments for incr decr: in rating liabilities :-
Trade payables and other liabilities 26.80 35.00
Provisions (Non Current) (1.86) 2,97
Provisions (Current) 0.54 (0,92)
Others financial liabilities (Current) {2.40} 771
Others financial Habilities (Non-Current) 0.16 0.30
Other liabilities (Non-current) (1.13) (0.54)
Other liabilities (Current) (31.07) 13.12
Cash generated from operations 282.12 1,593.54
Income taxes paid (192.93) (304.62)
Net cash generated by operating activities 89.19 1,288.92
8B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of investments (879.24) (918.42)
Proceeds from sale of Investments 1,028.38 807.16
Interest received 25.02 51.89
Payment for purchase of property, plant and equipment, capital work in progress and other intangible assets (363.10) (291.03)
Proceeds from disposal of property, plant and equipment 9.68 83.19
Dividend on subsidaries, associates and other investments 19.98 15.41
Net cash used in investing activities (159.28) (251.80)
yy
S/ Leper
VARDHMAN TEXTILES LIMITED
CASH FLOW STATEMENT
for the year ended March 31, 2018 (All amounts in Rs. Crores, unless otherwise stated)
Particulars
C CASH FLOW FROM FINANCING ACTIVITIES*
Proceeds/ (Repayment) from equity share capital
Proceeds from issue of treasury shares
Proceeds from borrowings (non-current)
Repayment from borrowings (non-current)
Repayment of borrowings (current) (net)
Proceeds from borrowings (current) (net)
Corporate dividend tax paid
Dividends on equity share capital paid
Capital Subsidy received
Finance costs paid
Net cash (used)/generated in financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivatents at the end of the year
* There are no non cash changes arising from financing activities
See accompanying notes to the standalone financial
statements
In terms of our report attached
For Deloitte Haskins & Sells LLP
A
i Chartered Accountants /
¥ i e s Pe
\y yearby GYYY NODS
f Vijay Agarwal
Partner
Place: «.bcorckbiana Date: May 12, 2018
Year ended
March 31, 2018
Year ended
March 31, 2017
5.55 (705.45) 182.23 - 333.80 -
- (436.44) (249.55) -
. 38.24 (15.79) - (83.03) (1.05) 4.45 3.35
(80.59) (111.24) 97.07 (4,212.59
26.98 __ 475.47)
38.22 213.69
65.20 38.22
For and on behalf of the Board of Directors
Suthi ain
Jotnt aging
irector
DIN:00746471
he} et RajeeV Thapar
Chief Financial Officer
Place : Ludhiana
Date: May 12, 2018
S.P. Oswal
Chairman and
Managing Director DIN: 9081737
sao Suhea Company Secretary
Membership No:-
4935
(62°51) (62°ST)
- -
- -
- puapiaiq
uo xeL
. (aueys
aad ST
(60°98) ~
(60°98) -
- -
- -
“Sy JuNnowWY)
Z1-910Z 4eaA
jeIoUeUy
ay} 403
puapiaiq Ayinby
yeuly
ov Lb
90°0 orles
= -
- -
- -
- dead
out 40$
BWUIODUt DAISUBYaIdLUIOD
[eIOL
. .
. .
. .
. .
. X@}
aWODU! JO
Jou ‘Wedd
oe't 90°0
pot AY]
40) BULODUI
SAISUBYSIdWOD
13a4IO
9L°S0S
- 9L°SbS
. .
- -
- -
4e@aA ay}
40) Wold
Z6°626'E
so’t LLEvS'%
O9'ELE'T
- -
- 92°9
vot
L10Z
‘TE UdeW
Ye Se
aDUelEg
Qsna3
es .
. sy
eeit .
. ves
. .
yGnosu) play
saseys UMo
03 Bunelas
(€£°669) (2v'68i")
(16602) uintwasd
Jo $1049
Bb’ PT “Sy
Jo
yau) saseys
Jo x2eqAnq
UO LUNILUAadd
saseys Ayinba
- -
(97°9) -
- -
9z9
- jo
yoegGAng jo
JuNODIe UO
Aasasad
uofduwapal jeudes
oj sajues
. 1
. .
‘ .
. .
. .
4eaA ayy
LETOO'T
cio
SZ°Too'T
40} DUODUE BAISUDYAIMWIOD [EOL
. .
. (xe@}
awiodul jo
yau)sead
(22'0) ere
(veo) °
. °
° .
° BU]
40J aLUODU!
aAISUAaYa!dUIOD 4BUI0
65° T00'T 65°
T00'T -
- ~
- -
- dead
a4} 105
Wold
8e°279'E
e6°0 S27SS‘T
zoregRa’t -
- T6"60C
- ber
9T0z
‘T Hady
Je aoueleg
. yunosse
@wosdul sAisuayasdwos
BAIASOI aAslasal
‘ s6ujuied
@A1aSo4
Surpueysjno
wuniuaud
aAIaSa4
quawyoye
Jayjyo ubnoiuy
uondui pas
vondwapas
uauinasut
Aunb:
pauirjay
jesaquas suondo
aunueda
Aqnzas
eude
dey
5urpuad
7 ysur
Aynby ayes
quaqad jeuce
Aauow Susu
uonesydde
aaisuayasduos
sniding pue saasasoy
aaeyUs
fexoy
ABYIO
4O WIT
os SHELS 700 ont €6'SS
(z1'9)
so°¢9
yunouwy
Ayinbe 42410
“q
(Sp ajou
sajay) ued
uondo yD03s
aadojdwa Japun
saseys Aynba
jo anssy
(Of a}ou
4ajay) 3SsN4y
YHNosY}
pjay saseys UMO
jo ajes
LITOZ ‘YD4eW
ISTE 7e
se aouejeg
(QT a }0U
sajas
oS
"3SN4] YBnoiyy
pray saseys
Jo ‘sou
6¢s‘9¢'T Jo
Bulpnjoul) saseys
jo xoeGAng
9107 ‘lady
IST je
se squejeg
jeyides aseys
Aynbg
-e
(pazeys asimsayiO
ssajun ‘sas04d
ul syuNOWwe
[y)
8T07
‘TE yoseW papua
4edA 94}
405 Ajinbg
ul sabueyD
yo JudWa}e1S
GALINT] SATILXEL NVWHONVA
STOZ ude
ISTE ese adueled.
AY ZELTZTOO
‘NIA
40pa4IG
BuiBeuepw
pue ueuuley>
IEMSO "d'S
TZb9¢L00'NIG
Jsopaig
BuiGeugpy juI0C
ulec pyiypns
$10}99.11g JO
paeog 3y}
Jo jyeYoq
UO puke
104
JAI
jeIueUtY JBIYD
BT?
‘ZT AeW
:ajeg euelupn’)
: ae}d
GEGb-:0N diysuaquiay
Aseyasvas Auedwo3
7x)
A
.
»
aedey,
aosofey
“pri ry
8¢-T
Lp Bt0z
‘Zt Aew
‘ied Wary yap
+ 82eld
‘ soup!
jemseby Aelia
s]uequnoy
peljaywey
dTT SHAS
98 SUP{SEH SWL0feq
105 paysene
yodas sno
jo susaq
uy
sjuawayeys Jeueuy
suojepueys ayj
0} sajou
BuiAueduioo2e aas
Es'vLs'b ttt
BP est’e
(18°ZT)
(os"T)
Lo°eT -
-
T8'08T -
T3°08T
ove -
6%
OS ELE'T
£5°0T
(0S°1)
£0°71
Te'4T T6'P
9e’9 pet
TSLT
- -
-
- 16'b
- -
ss’0
StOZ
‘TE YseW
je Se
soueleg
*suoydo
4903s
sadojdwa Japun quawjoye
Bulpuad
ss‘0 paajaoos
Aduop
uojesyiddy aseys
saanjuaqap JO
ANSS] jo
JUNOIDe UO
aAJaSa|l
uondwapas
sinjuagap 03]
JaysuesL
. suondo
4903s aaAojdwy
dapun saseys
uo luniwaid
sanunsas
(Sp aj0uU
sajou) suondo
43035 aado|dwa
jo anssi
0] anp
saseys Aynba
0} Jaysues
- (Sp
ajou Jajay)
BTOZ YoueW
odn paunooe suondo
x903s saAojdwy
- (Op
ajou Jajay)
Jsn4y YyBnoyy
Play Ssaseys
jo sajes
uO Wold
- qsny
y6nosy] pray
seueys uo
puaplaig
awosuU! aAlsuayasdwos
dayjo yBnozy)
quawinsysuy Ayinby
s6ulusea
pauleyay
SWG5UT
Baisuayoudwos
feJOL 43Y}O
JO WIDZT
aalasal jesauag
juNno9I9e Bulpuejsyno
suondo
aaeus
aalasad uondulapa.
aunjuegeg
BAIaS34 uondwape:
jeyde
wuniwasd
Aqunsas
BAIaSad
leydep
sniding pue saazsoy
quswunjo}e 6urpued
Aguou
uoneoydde
a4eUs
(pazeqs SspMs9y}0 SsopUN
‘Ssas049 UL
SjuUNoWweE [fy)
SIOZ ‘TE
YOueW papus se9A
ayy 40}
AyINbA Ul
SaHueYD
jo JUsWAaze3S
G3LIWNIT SPILXSL NVWHOUVA
Deloitte Chartered Accountants
7° Floor, Building 10, Tower B
Haskins & Sells LLP brew rhe Gurugram - 122 002 Haryana, India
Tel: +91 124 679 2000 Fax: +91 124 679 2012
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VARDHMAN TEXTILES LIMITED
Report on the Consolidated Ind AS Financial Statements
We have audited the accompanying consolidated Ind AS financial statements of Vardhman Textiles Limited (hereinafter referred to as "the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), which includes Group’s share of profit in its associates and its joint venture, comprising the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated Ind AS financial statements”).
Management's Responsibility for the Consolidated Ind AS Financial Statements
The Parent's Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its Associates and Joint venture in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, its associates and its joint venture and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, impiementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Parent, as aforesaid.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from materia! misstatement.
Regd. Office: Indiabulls Finance Centre, Tower 3, 27° - 32° Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India. (LLP Identification No. AAB-8737)
Deloitte Haskins & Sells LLP
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Parent's preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Parent's Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.
We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the other auditors on separate financial statements of the subsidiaries, associates and joint venture referred to below in the Other Matters paragraph, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2018, and their consolidated profit, consolidated total comprehensive income, their consolidated cash flows and consolidated statement of changes in equity for the year ended on that date.
Other Matters
We did not audit the financial statements of three subsidiaries viz., VMT Spinning Company Limited, VTL Investments Limited and Vardhman Acrylics Limited, whose financial statements/ financial information reflect total assets of Rs. 645.69 crores as at March 31, 2018, total revenues of Rs.583.28 crores and net cash outflows amounting to Rs. 20.98 crores for the year ended on that date, as considered in the consolidated Ind AS financial statements. The consolidated Ind AS financial statements also include the Group's share of net profit of Rs. 17.51 crores for the year ended March 31, 2018, as considered in the consolidated Ind AS financial statements, in respect of three associates viz., Vardhman Yarns and Threads Limited, Vardhman Special Steels Limited and Vardhman Spinning and General Mills Limited and one joint venture viz., Vardhman Nisshinbo Garments Company Limited, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint venture and associates, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures and associate is based solely on the reports of the other auditors.
Our opinion on the consolidated Ind AS financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of other auditors.
Deloitte Haskins & Sells LLP
Report on Other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditors on separate financial statements and the other financial information of subsidiaries, associates and joint venture companies incorporated in India, referred in the Other Matters paragraph above we report, to the extent applicable, that:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements.
In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.
In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.
On the basis of the written representations received from the directors of the Parent as on March 31, 2018 taken on record by the Board of Directors of the Parent and the reports of the statutory auditors of its subsidiary Companies, associate Companies and joint venture Company incorporated in India, none of the directors of the Group, its associate Companies and joint venture Company incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”, which is based on the auditors’ reports of the Parent,
subsidiary Companies, associate Companies and joint venture Company incorporated in India to whom internal financial control over financial reporting is applicable. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those Companies, for the reasons stated therein.
With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and joint venture - Refer to Note 38(a) to the consolidated Ind AS financial statements.
Deloitte Haskins & Sells LLP
The Group, its associates and joint venture did not have any material foreseeable losses on long-term contracts including derivative contracts - Refer to Note 38(e) to the consolidated Ind AS financial statements.
There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Parent and its subsidiary Companies, associate Companies and joint venture Company incorporated in India.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W / W-100018)
Vijay Agarwal
(Partner) (Membership No. 094468)
Place: Ludhiana
Date: May 12, 2018
oy
|
Deloitte Haskins & Sells LLP
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of Vardhman Textiles Limited (hereinafter referred to as “Parent”) and its subsidiary companies, its associates companies and joint venture company, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Parent, its subsidiary companies, its associate companies and joint venture, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies, its associate companies and its joint venture, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
Ca
yw
na.
Deloitte Haskins & Sells LLP
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies, associate companies and joint venture company, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies, its associate companies and its joint venture, which are
companies incorporated in India.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial contro! over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the criteria for internal financial control over
financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
@ \y.
Deloitte Haskins & Sells LLP
Other Matters
Our aforesaid report under Section 143(3) (i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to three subsidiary companies, three associate companies and one joint venture, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India.
Our opinion is not modified in respect of the above matter.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration No. 117366W / W-100018)
mee ma
Vijay Agarwal
(Partner) (Membership No. 094468)
Place: Ludhiana
Date: May 12, 2018
ye
VARDHMAN TEXTILES LIMITED
Consolidated Balance Sheet as at March 31, 2018
(All amounts in crores, unless otherwise stated)
Particulars
ASSETS
Non-current assets
{a) Property, plant and equipment
(b) Capital work-in-progress
{c) Other intangible assets
{d) Goodwill (e) Financial assets
(i) Investment in associates and joint ventures
{ii) Investments
(iif) Loans
{iv) Others financial assets
(gq) Other non-current-assets
Total Non-current assets
Current assets
(a) Inventories
{b) Financial assets
(i) Investments
(ii) Trade receivables
(i#)} Cash and cash equivalents
(iv) Bank balances other than
above
{v} Loans
(vi) Other financial assets
({c) Current tax assets(net)
{d) Other current assets
Total Current assets
TOTAL ASSETS
Equity and Liabilities
Equity
(a) Equity share capital
(b) Other equity
Note No.
3A 3A
3B
5A
58
6A
12 13
14
15
16 17
Equity attributabic to the owners of the Company
(c) Non-controtting interests
Total Equity
Liabilities
Non-current liabilities
(a) Financial liabilities
{i) Borrowings
(ii) Other financial liabilities (b) Provisions
(c) Deferred tax liabilities (Net)
(d) Other non-current liabilities
Total Non-current liabilities
Current liabilities
(a) Financial liabilities
(i) Borrowings
(li) Trade payables
(iif) Other financial liabilities {b} Provisions
(c) Current tax liabilities (net) (d) Other current frabilities
Total Current liabilities
TOTAL EQUITY AND LIABILITIES
See accompanying notes to the
consolidated financial statements
In terms of our report attached
For Deloitte Haskins & Sells LLP
Chartered ccountants
Vija Partner
g
Place : Ludhiana
Date: May 12. 2018
18
19
20
21
22
23
25
26
14
1-49
NO Cs L (Lp le
Sanjay Gup Rajeev Thapar
Company Secretary
Membership No:-4935
Place : Ludhiana
Date: May 12, 2018
As at March 31, 2018 As at March 31, 2017
2,614.59 2,571.34 105.71 49.03 3.81 6.74 12.50 12.54
106.00 75.47
748.58 858.75 0.59 0.61
9.40 10.09 97.31 78.41
3,698.49 3,662.65
2,256.64 4,752.81
979.09 934.40 757.53 733.50 70.38 42,29 3.38 2.36
29.80 29.74 18.35 26.40 78.41 21.26
352.02 295.67 4,545.60 3,838.40
8,244.09 7,501.05
56.43 54.91 4,897.27 4,218.32
4,953.70 4,273.23
108.78 112.19 5,062.48 4,385.42
1,209.77 742.70 0.65 0.49 7.69 9,69
255.62 255.69 22.18 21.03
1,495.91 1,029.60
821.19 1,066.32 239.86 245.15 489.26 617.87 5.47 4.65 10.93 -
118.99 152.04 1,685.70 2,086.03
8,244.09 7,501.05
Suctfita Jain Chief Financial Joint Managing “Director
Officer
DIN:00746471
For and on behalf of the Board of Directors
fr S.P. Oswai
Chairman and
Managing Cirector
DIN; 00121737
VARDHMAN TEXTILES LIMITED
Consolidated Statement of profit and loss for the year ended March 31, 2018 (All amounts in crores, unless otherwise stated)
Particulars Note No.
I Revenue from operations 28 Ii Other income 29
iit Total Income (1+I1I)
Iv Expenses :
Cost of materials consumed 30
Purchases of stock-in-trade 31 Changes in inventories of finished 32
goods,work-in-progress and stock-in -trade
Employee benefits expense 33 Finance costs 34
Depreciation and amortization 3A & 38 Other expenses 35 Totai Expenses
Vv Profit before tax (ITI-IV)
vi Share of profit of associates/ joint ventures
VII Profit before tax (V+VI)
VI Tax expense: 36
Current tax
Deferred tax
% Profit for the year (V-VI)
VIIt Other Comprehensive Income 17 A Items that will not be reclassified to profit or loss
(a) (i) Remeasurements of the defined benefits plans {ii} Income tax relating to items that will not be reclassified
to profit or loss
(b) (i) Equity instruments through other comrehensive income
(ii) Income tax relating to items that will not be reclassified to profit or loss
(c ) Share of other comprehensive income from associates/joint venture
Ix Total other comprehensive income
x Total comprehensive income for the year (VII+IX)
Profit attributable to: - Owners of the Company
- Non-controlling interests
Other Comprehensive Income attributable to: ~ Owners of the Company
- Non-controlling interests
Total Comprehensive Income attributable to: ~ Owners of the Company - Non-controlling interests
Earnings per equity share (amount in Rs.) 41
(1) Basic (2) Diluted
See accompanying notes to the consolidated 1-49 financial statements
In terms of our repart attached For Deloitte Haskins & Setis LLP Chartered Accountants
wo v
Vijay j arwai sohey dra
Partner Company Secretary
Membership No:-4935 Officer
Place : Ludhiana
Date: May 12, 2018
Place : fuchiana Date: May 12, 2018
yw
For the year ended March 31, 2018
For the year ended
March 31, 2017
6,248.27 6,029.95 197.35 553.86
6,445.62 6,583.81
3,438.28 3,015.80 4.15 5.39
(37.87) (90.82)
506.26 478.85 118.19 128.68 240.00 343.40
1,434.49 1,421.43 5,703.50 5,302.73
742.12 1,281.08 17.51 36.86
759.63 1,317.94
165.01 302.64 2.18 21.03
592.44 994.27
2.47 (0.61)
(0.86) 0.21
(0.01) 0.06 - (0.02)
- (0.09)
1.60 (0.45)
594.04 993.82
581.19 981.41 11.25 12.86
592.44 994.27
1.57 (0.42) 0.03 (0.03) 1.60 (0.45)
582.76 980.99 11.28 12.83
594.04 993.82
106.56 163.11 105.48 163.11
For and on behalf of the Board of Directors
| Ss hnfpai
Joint Managing Dyrector
DIN:00746471
S.P. Oswal Chairman and Managing
Director
DIN: 00121737
VARDHMAN TEXTILES LIMITED
Consolidated Cash Flow Statement
for the year ended March 31, 2018
(Ail amounts in Rs. Crores, unless otherwise stated)
Particulars Year ended
March 31, 2018 Year ended
March 31, 2017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax
Adjustments for:
Share of profit of associates
Finance costs : Fair valuation gain on investment
Subsidy income
Prepayments of Leasehold land Interest income
Dividend on current investments
Net gain on sale / discarding of property, plant and equipment (Profit)/Loss on sale of Investments (Net)
Provision no longer required written back(Net)
Amortisation of processing charges
Asset written off
Bad debt written off
Allowances for doubtful trade receivables and advances
Depreciation and amortisation expense
Share options outstanding account
Changes in working capital:
Adjustments for (increase) / decrease in operatin
Trade receivables
Inventories
Loans (Current) Loans (Non-current)
Other assets (Current)
Other assets (Non-current)
Others financial assets (Current) Others financial assets (Non Current)
Adjustments for increase / (decrease) in operating liabilities :- Trade payables and other liabilities Provisions (Non Current)
Provisions (Current)
Others financial liabilities (Current)
Others financial liabilities (Non-Current) Other liabilities (Non-current)
Other liabilities (Current)
Cash generated from operations
Income taxes paid
Net cash generated by operating activities
8 CASH FLOW FROM INVESTING ACTIVITIES
Purchase of investments
Proceeds from sale of investments
Interest received
Payment for purchase of property, plant and
equipment, capital work in progress and other intangible assets
Proceeds from disposal of property, plant and equipment
Dividend on associates, other investments
Net cash used in investing activities
759.63 1,317.94
(17.51) (36.86) 106.86 116.22 (86.84) (99.68) (1.83) (1.89)
0.24 0.08 (49.01) (31,22) (7.29) (14.62) (4.81) (64.15)
(34.96) (281.10) (8.38) (3.61)
0.64 0.93 3.39 4.38
0.46 3.59 - 2.74
240.00 343.40 10.57 -
(24.49) 37.86 (503.84) 183.74
(0.09) (6.39) 0.02 0.17
(56.37) 20.00 (5.38) 9.77 (0.44) 47.49 0.81 10.71
3.09 72.31 (2.00) 3.33
0.82 (0.80) (5.74) 7.13
0.16 0.30 (1.13) (0.53)
(32.18) 17.70
314.40 1,658.94
(212.09) (308.66) 102,31 1,350.28
(1,068.02) (1,087.48) 1,224.47 903.34 26.39 49.72
(366.73) (309.94)
10.31 86.55 7.29 14.62
(466.29) (343.19)
VARDHMAN TEXTILES LIMITED
Consolidated Cash Flow Statement
for the year ended March 31, 2018
(All amounts in Rs. Crores, unless otherwise stated)
Particulars
Cc CASH FLOW FROM FINANCING ACTIVITIES
Proceeds/ (Repayment) from Equity Share capital
Proceeds from issue of treasury shares
Proceeds from borrowings (non-current)
Repayment from borrowings (non-current)
Repayment of borrowings (current)
Proceeds from borrowings (current) (net) Corporate dividend tax paid
Dividends on equity share capital paid
Capital Subsidy received
Finance costs paid
Net cash generated in financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
* There are no non cash changes arising from financing activities
Year ended March 31, 2018
Year ended
March 31, 2017
5.54 (688.39) 182.23 328.24 -
- (418.13)
(245.13) - - 38.85
(18.24) - (81.35) (0.93)
4.45 3-25 (83.67) (114.91) 92,07 (1.186 06
28.09 eeeeeenne th 7 307).
42.29 215.36
70.38 42.29
See accompanying notes to the consolidated financial statements 1-49
In terms of our report attached
For Deloitte Haskins & Sells LLP
Chartered Accountants
Place : Ludhiana
Date: May 12, 2018
eo
For and on behalf of the Board of Directors
£ ta Jain
Joint Managing Director
DIN: 00746471
Leprer Rajeev Thapar
Chief Financial Officer
Piace : Ludhiana
Date: May 12, 2018
Yeo S.P. Oswal
Chairman and
Managing Director
DIN: 00121737
wf eh
Company Secretary
Membership No:-
4935
VARDHMAN TEXTILES LIMITED
Consolidated Statement
of Changes
in Equity
for the
year ended March
31, 2018
(All amounts
in Rs,
crores, unless
otherwise stated)
a, Equity
share capital
Balance
as at
April 1,
2016
Buyback of
shares (including
of 1,36,539
nos. of
shares held
through trust.
Also refer
note 13a) Balance
as at
March
31, 2017
Sale of
awn shares
held through
trust (Refer
note 39)
Issue of
equity shares
under employee
stock option
plan (Refer
note 44)
Add:- Sale
of Holding
Company
shares by
subsidary
b. Other
equity
Amount
Item of
other Total
Reserves
and Surplus
comprehensive
income. Share
Statutory ‘
Share ley
i application
Capital Reserve
u/s Capital
Security Debenture
options General
Retained
Equity instrument
redemption .
redemption .
. through
other money
pending
reserve
45 IC
of premium
outstanding
reserve
earnings
aoe
reserve reserve
comprehensive income
allotment RBI
account
Balance at
April 1,
2016
- -
3.68 21.52
209.91 ”
~ 1,955.57
1,745.46 2.83
3,938.97
Profit for
the year
- -
- -
- -
- >
981.41 981.41
Other comprehensive
incorne for
the .
. .
. .
. .
year, net
of income
tax (0.38)
(0.04) (0.42)
Total comprehensive
income for
moe .
. -
. .
. .
981.03 (0.04)
980.99 the
year
Transfer to
Statutory Reserve
& Capital
redemption reserve
on -
- -
- -
- -
- (20.86)
- (20.86)
account of
buyback of
equity shares
Transfer from
Retained Earnings
1.95 -
: -
- -
- -
1.95 Transfer from
Retained
Earnings
on .
. account
of buyback
of equity
shares
18.91 18.91
Premium
on buy
back of
shares(Net
of premium
relating to
own shares
- -
- +
(209.91) -
+ (491.73)
- -
(701.64) held
by trust)
Balance as
at March
31, 2017
-~ -
5.63 40.43
- -
- 1,463.84
2,705.63 2.79
4,218.32
VARDHMAN TEXTILES LIMITED
Consolidated Statement
of Changes
in Equity
for the
year ended March
31, 2018
(All amounts
in Rs,
crores, unless
otherwise stated)
Profit for
the year
Other comprehensive
income for
the year,
net of
income tax
Total comprehensive income
for the
year Final
Equity Dividend
for the
financial year
2016-17 (Amount
Rs. 15
per share)
Tax on
Dividend
Dividend on
shares held
through trust
Profit on
sates of
shares held
through trust
(Refer note
39)
Employee stock
options accured
upto March
2018 (Refer
note 44)
Transfer
to equity
shares due
to
issue of
employee stock
options (Refer
note 44)
Securities premium
on shares
under Employee
stock options
Transfer to
debenture redemption
reserve on
account of
issue of
debentures
Transfer to
Statutory Reserve
under 45-1C
of RBI
Act
Transfer from
Retained Earnings
Share Application
Money received
pending allotment
under employee
stock options.
Item of
other Total
Reserves and
Surplus comprehensive
ee COME
Statutory .
Share
; application
Capital Reserve
u/s Capital
Security Debenture
options General
Equity instrument
redemption
, redemption
i" through
other money
pending reserve
4S IC
of premium
outstanding reserve
earnings nk
reserve reserve
comprehensive income
allotment RBI
account -
- -
- -
- -
$81.19 -
581.19
- -
- -
- -
- 1,57
- 1,57
- -
- .
- -
“ 582.76
- 582.76
- :
- :
- -
- (84.56)
: (84.56)
- :
- .
- -
- (18.24)
- (18.24)
- -
. -
- -
- 2.19
- 2.19
” -
- -
- -
- 180.77
- 180.77
. -
- -
. 12.07
- -
- 12.07
(1.50) (1.50)
- -
4.91 -
- -
- -
4.91
- -
- 17.81
- -
(17.81) -
-
(2.05) (2.05)
2.05 2.05
0,55 -
. -
: -
- -
. 0,55
0.55 :
7.68 40.43
4.91 17.81
10.57 1463.84
3,348.69 2.79
4,897.27
LELTZTOO
‘NIG TZp9~200:NIG
dopea.ig burbeuew
pue uewseys
sopPaiiq Guibeuew
yuor
JEMSO
"d‘S wer
Fyuons
VE.
$10}2911g JO
pueog 34}
JO yeYeq
UO pue
404
ABIYO
fepueuly salyd
dedeyl asafey
“evi Vv
8TOZ ‘ZT
Aew :aled
gtoz ‘ZT
Aew :ajed
RUBIUPM
+ aDe[d
opi ypny
‘yt ade
SE6p deuued
“ION diysuaquiayy
Areyasnas Auediwwo5
edn
Aegfues je.
"Y Agha
\ BATE
| squejunossy
pasayeys
AT} SH®S
B suLjseyY
sy0jaq
404 poypeqje
jiodas ino
jo sua}
UT
sus Wa3e3s
6y-T
JeDueuy payepyosuad
ay} 0]
sajou BuiAuedwiorse
aasg
(Pazej]s Vsimzayjo ssayun
‘sauos> UL
sjuNOWe
Ify) 8TO%
‘TE YueW
Papua seaA
ayy
403 AyINby
wy sabueyr
jo yPUSWIazPeIS peyepiosues
GQSLIWNI
Sa TILX3aL
NVAHOUVA
VARDHMAN TEXTILES LIMITED
Notes to consolidated financial statement for the year ended March 31, 2018
(All amounts in crores, unless otherwise stated)
i
21
2.2
2.3
GENERAL INFORMATION |
Vardhman Textiles Limited (the Company) is a public Company, which was incorporated under the provisions of the Companies Act,
1956 on October 8, 1973 and has its registered office at Chandigarh Road, Ludhiana. The name of the Company at its incorporation was
Mahavir Spinning Mills Limited and subsequently changed to Vardhman Textiles Limited on September 5, 2006. The Company is engaged
in manufacturing of cotton yarn, synthetic yarn and woven fabric. The Company is listed on two stock exchanges i.e. at National Stock
Exchange and at Bombay Stpck Exchange.
The financial statements were approved for issue in accordance with a resolution of the directors on May 12, 2018
SIGNIFICANT ACCOUNTI
APPLICABLITY OF NEW A
Statement of compliance
These financial statements 2
Act ,2013 (‘the Act') (to the
(Indian Accounting Standard
Effective April 1, 2016, the
101 First time adoption of Ir
out from Indian Accounting
Companies (Accounts) Rules,
NG POLICIES, SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS AND
ND REVSIED IND AS
re prepared in accordance with Indian Accounting Standard (Ind AS), and the provisions of the Companies
extent notified) The Ind AS are prescribed under Section 133 of the Act read with Rule3 of the Companies 5) Rules, 2015 and relevant amendment rules issued thereafter.
company has adopted all the Ind AS standards and the adoption was carried out in accordance with Ind AS
dian Accounting Standards, with effect from April 1, 2015 as the transition date. The transition was carried
Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the 2014 (IGAAP), which was the previous GAAP. Amounts for year ended March 31, 2017 and amounts as at March 31, 2017 were audited by previous auditors — S.C. Vasudeva & Co.
Basis of preparation and presentation
The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at
fair values at the end of eact reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observabie or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or
liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.
Fair value for measurement?! jand/or disciosure purposes in these financial statements is determined on such a basis, except for share-
based payment transactions that are within the scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 17, and
measurements that have so
Ind AS 36.
In addition, for financial rep¢
the inputs to the fair value n
me similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in
rting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which
neasurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:
* Level 1 inputs are quoted
measurement date;
« Level 2 inputs are inputs,
or indirectly; and
prices (unadjusted) in active markets for identical assets or labillties that the entity can access at the
other than quoted prices included within Level 1, that are observable for the asset or liability, either directly
¢ Level 3 inputs are unobservabie inputs for the asset or liability.
Basis of consolidation
The consolidated financial s tatements incorporate the financial statements of the Company and entities controlled by the Company.
Control is achieved when the Company:
* has power over the investee;
«is exposed, or has rights, to variable returns from its involvement with the investee; and
* has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or
more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights
are sufficient to give it the p
facts and circumstances in a
* the size of the Company's }
* potential voting rights held,
« rights arising from other co
* any additional facts and ci
[actica ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant
ssessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
by the Company, other vote holders or other parties;
ntractual arrangements: and
‘ rcumstances that indicate that the Company has, or does not have, the current ability to direct the relevant
activities at the time that decisi
= Chartered Accountants Deloitte 7" Floor, Building 10, Tower B
= DLF Cyber City Complex
Haskins & Sells LLP DLF city Phase Gurugram - 122 002 Haryana, india
Tel: +91 124 679 2000 Fax: +91 124 679 2012
INDEPENDENT AUDITOR’S REPORT
To The Members of Vardhman Textiles Limited Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Vardhman Textiles Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
@ Ny Regd. Office: Indiabulls Finance Centre, Tower 3, 27” - 32” Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India. (LLP identification No. AAB-8737)
j oO
i
Deloitte Haskins & Sells LLP
Key Audit Matter Auditor’s Response
Uncertain income-tax positions ~ Refer to | Principal audit procedure: Notes 2.14, 2.17.1.4, 38 and 39 to the standalone financial statements Our audit approach was combination of test of
controls and substantive procedures which The Company has material uncertain income- | included the following: tax positions including matters under dispute which involves significant judgement toj|e Evaluated the Company’s processes and
determine the possible outcome of these controls over litigations operated by
disputes. For the current year ended March Management through regular meetings with 31, 2019, we believe there is a higher risk the Chief Financial Officer and Head - Direct relating to ongoing income-tax litigation Taxation and review of Board and audit matters amounting to Rs. 273.39 crores. The amounts involved are significant and the
application of accounting standard to . . wad . determine the amount, if any, to be provided | ° Performed testing of design and it’s operating
as a liability or disclosed as a contingent effectiveness of the control established by the
liability, is inherently subjective. This includes Management on the review of litigation and assumptions relating to the likelihood and/or contingent liabilities. timing of cash outflows from the business and the pending decision of Appropriate Authority. | e Involved our internal direct tax specialists to
challenge the management’s underlying
committee meeting minutes.
Due to the level of significant judgment assumptions in estimating the tax provision involved, the above matter has been identified and the possible outcome of the disputes. Our as a key audit matter. internal direct tax specialists also considered
the legal precedence and. other rulings in
evaluating management's position on these
uncertain income-tax positions.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Business Responsibility Report, Director’s Report including annexures to the Director’s Report and Corporate Governance Report, but does not include the standalone financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance with the Ind AS and other accounting
principles generally accepted in India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the standalone financial
statement that give a true and fair view and are free from material misstatement, whether due to
ia neon or arror
Deloitte Haskins & Sells LLP
In preparing the standalone financial statements, management is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these standalone financial
statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
« Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
* Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the Company has adequate internal
financial controls system in place and the operating effectiveness of such controls.
* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.
* Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern,
* Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.
Deloitte Haskins & Sells LLP
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit, we report to the extent applicable that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind
AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31,
2019 taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2019 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended,
In our opinion and to the best of our information and according to the explanations given
to us, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion
and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position
in its standalone financial statements — Refer to Note 38(a) to the standalone Ind AS
Gy) & financial statements;
OA NOt
i
Deloitte Haskins & Sells LLP
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses - Refer to Note 38 (f) to the
standalone Ind AS financial statements;
ili. There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
Rajesh Kumar Agarwal
Partner
(Membership No. 105546) GURUGRAM, MAY 9, 2019
——
Deloitte Haskins & Sells LLP
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF VARDHMAN TEXTILES LIMITED (Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Vardhman Textiles Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
ede
Deloitte Haskins & Sells LLP
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial contro! over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control! stated in the » Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
Rajesh Kumar Agarwal
Partner
(Membership No. 105546)
GURUGRAM, MAY 9, 2019
a
Deloitte Haskins & Sells LLP
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF VARDHMAN TEXTILES
LIMITED
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ Section of
our report of even date)
(i)
(ii)
(iii)
(a)
(b)
(c)
The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
The Company has a program of verification to cover all the items of fixed assets in a
phased manner which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. Pursuant to the program, certain fixed assets
were physically verified by the management during the year. According to the
information and explanations given to us, no material discrepancies were noticed on
such verification.
According to the information and explanations given to us, the records examined by
us and based on the examination of the registered sale deeds and transfer deeds /
conveyance deeds and the confirmations received by us from “ICICI Bank Limited
and IDBI Bank Limited” (custodians) on behalf of term and consortium lenders for
the credit facility extended to the Company against immovable properties whose title
deeds have been pledged as security for obtaining credit facility and the same are
held in the name of Company.
We report that, the title deeds, comprising all the immovable properties of land and
buildings which are freehold, are held in the name of the Company as at the balance
sheet date, except the following:
Particulars of Land and | Carrying value as at Remarks
building March 31, 2019
(Rs. In Crore)
Freehold land located at 4.37 | Pending registration in
Chandigarh admeasuring the name of Company
1170.56 square meters.
As explained to us, the inventories were physically verified during the year by the
Management at reasonable intervals other than for stock lying with third parties and/or
goods in transit for which confirmation have been obtained/subsequent receipts have been
verified in most of the cases. The discrepancies noticed on physical verification of inventories
as compared to book records were not material and have been properly dealt with in the
books of account.
According to the information and explanations given to us, the Company has granted
unsecured loans to two bodies corporate, covered in the register maintained under Section
189 of the Companies Act, 2013, in respect of which:
b.
The terms and conditions of the grant of such loans are, in our opinion, prima facie, not
prejudicial to the Company’s interest.
The schedule of repayment of principal and payment of interest has been stipulated and
repayments or receipts of principal amounts and interest have been regular as per
stipulations.
oy:
Deloitte Haskins & Sells LLP
(iv)
(v)
(vi)
(vii)
c. There is no overdue amount remaining outstanding as at the year-end.
In our opinion and according to the information and explanations given to us, the Company
has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of
loans, making investments and providing guarantees and securities, as applicable.
The Company has not accepted deposits during the year and does not have any unclaimed
deposits as at March 31, 2019 and therefore, the provisions of the clause 3 (v) of the Order
are not applicable to the Company.
We have broadly reviewed the cost records maintained by the Company pursuant to the
Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of
the opinion that, prima facie, the prescribed cost records have been made and maintained.
We have, however, not made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues,
including provident fund, employees’ state insurance, income-tax, customs duty,
goods and services tax, cess and other material statutory dues applicable to it with
the appropriate authorities. According to the information and explanation given to us
and the records of the company examined by — us, in our opinion, the company is
regular in depositing the undisputed statutory dues including provident fund,
employee’s state insurance, income tax, goods and service tax and other material
statutory dues as applicable with the appropriate authorities. Also refer to the note
38 (e) in the financial statement regarding management assessment on certain
matters relating to the provident fund.
(b} There were no undisputed amounts payable in respect of provident fund, employees’
state insurance, income-tax, customs duty, goods and services tax, cess and other
material statutory dues applicable in arrears as at March 31, 2019 for a period of
more than six months from the date they became payable.
(c) Details of dues of excise duty, sales tax, value added tax, service tax and income-tax
which have not been deposited as on March 31, 2019 on account of disputes are given
below and there are no dues of customs duty as on March 31, 2019 on account of
disputes
Deloitte
Haskins & Sells LLP
Amount
i A Nature Forum where Amount* paid mount
Nature of . . . under unpaid of Dues dispute is Period protest
Statute pending
(Rs. In Crores)
Supreme Court 2005 0.04 - 0.04
Central | cise CESTAT 2009-2013 2.17 - 2.17 Excise Dut Laws y Upto
Commissioner 2001 - 2017 2.74 0.17 2.57
(Appeals)
High Court 2007-2009 1.12 ~ 1.12
Service Service CESTAT 2005-2011 0.08 0.01 0.07
Tax Laws | Tax Upto
Commissioner 2008-2011 0.00 - 0.00
(Appeals)
Upto
Central Commissioner 2009-2010 0.06 - 0.06
Sales Tax (Appeals)
High Court 2006-2007 1.21 - 1.21 Sales Tax A lat
Laws ppelate - Ww State Sales | Board 2006-2007 0.51 0.20 0.31
Tax Upto
Commissioner 2005 - 2006 0.02 - 0.02
(Appeals)
ITAT 2001-2012 141.42 120.21 21.21
coe neome- Upto
tax Laws | tax Commissioner | 2014-2017 59.70 | 59.70 (Appeals)
Be
*Amount as per demand orders including interest and penalty wherever quantified in the
Order.
The following matters, which have been excluded from the above table, have been decided
in favor of the Company but the department has preferred appeals at higher levels. The
details are given below:
Amount
paid Amount Nature Nature of Forum where Amount* oer wai
of Dues dispute is Period p
Statute pending protest
(Rs. In Crores)
ncomentax Income-tax | ITAT 2012-2014 87.65] 18.80 68.85
»
«
Deloitte Haskins & Sells LLP
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
In our opinion and according to the information and explanations given to us, the Company
has not defaulted in the repayment of loans or borrowings to financial institutions, banks,
government and dues to debenture holders.
In our opinion and according to the information and explanations given to us, the term loans
have been applied by the Company during the year for the purposes for which they were
raised. During the year, the Company has not raised any money by way of initial public
offer/further public offer (including debt instruments).
To the best of our knowledge and according to the information and explanations given to us,
no fraud by the Company and no material fraud on the Company by its officers or employees
has been noticed or reported during the year.
In our opinion and according to the information and explanations given to us, the Company
has paid/provided managerial remuneration in accordance with the requisite approvals
mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the CARO
2016 is not applicable.
In our opinion and according to the information and explanations given to us, the Company
is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for
all transactions with the related parties and the details of related party transactions have
been disclosed in the standalone financial statements as required by the applicable
accounting standards.
During the year, the Company has not made any preferential allotment or private placement
of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of
CARO 2016 is not applicable to the Company.
In our opinion and according to the information and explanations given to us, during the
year the Company has not entered into any non-cash transactions with its directors or
persons connected with him and hence provisions of Section 192 of the Companies Act, 2013
are not applicable.
The Company is not required to be registered under Section 45-IA of the Reserve Bank of
India Act, 1934 and hence reporting under clause 3 (xvi) of CARO 2016 is not applicable to
the Company.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W_/ W-100018)
Rajesh Kdmar Agarwal
(Partner)
(Membership No. 105546)
Place: Gurugram
Date: May 9, 2019
SS
VARDHMAN TEXTILES LIMITED
Balance Sheet as at March 31, 2019 (All amounts in crores, unless otherwise stated)
Particulars
ASSETS
Non-current assets
(a) Property, plant and equipment
(b) Capital work-in-progress
({c) Intangible assets
(d) Financial assets
(i) Investments
(il) Loans
(iii) Others financial assets
(e) Other non-current assets
Total Non-current assets
Current assets
(a) Inventories
(b) Financial assets
(i) Investments
(ii) Trade receivables
(ili) Cash and cash equivalents
(iv) Bank balances other than above
(v) Loans
(vi) Other financial assets {c) Current tax assets(net)
(d) Other current assets
Total Current assets
TOTAL ASSETS
Equity and Liabilities
Equity
(a) Equity share capital
(b) Other equity
Total Equity
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings
(1) Other financial liabilities (b) Provisions
(c) Deferred tax liabilities (Net)
(d) Other non-current liabilities
Total Non-current liabilities
Current liabilities
(a) Financial liabilities
G) Borrowings
(ii) Trade payables
(a) total outstanding dues of micro
enterprises and smail enterprises
(b) total outstanding dues of
creditors other than micro
enterprises and smail enterprises
(iii) Other financiai liabilities (D) Provisions
(c) Current tax fiabilities (net)
(d) Other current liabilities
Total Current liabilities
TOTAL EQUITY AND LIABILITIES
See accompanying notes to the standalone financial statements
in terms of our report attached
For Deigitte Haskins & Sells LLP
te fas countants Partner
Place : Gurugram
Date: May 09,2019
As at March 31, As at March 31,
Note No. 2019 2018
3A 3,057.24 2,503.04 3A 273.63 105.08 38 1.60 3.73
4 749.57 787.96 5 0.72 0.59 6 8.98 8.97 7 85.00 85.26 4,476.74 3,494.63
8 2,442.13 2,116.51
9 337.56 804.04 10 762.82 727,32 re 37.43 65.20 4A 3.43 3.11 12 34.59 45.21 13 58.39 23.99 14 100.10 99.07 15 415.93 316.88
4,192.38 4,201.33
8,369.12 7,695.96
16 57.48 57.43 17 5,181.62 4,574.53
5,239.10 4,631.97
18 1,071.35 1,195.55 19 4.48 0.65 20 10.86 7.04 21 297.47 235.60 22 20.40 22.18
1,404.56 1,461.02
23 868.68 805.51 24 4.08 -
236.28 246.93
25 535.63 421.20 27 2.79 4.82 14 6.55 9.45 26 71.45 115,07 1,725.46 1,602.98
8,369.12 7,695.96
1-48
L Lepr fd Thapar sSijey Gu Raj
Vice Chairman and
Joint Managing
Director
DIN:00746471
Company Secretary Chief Financial Membership No:-4935 Officer
Place : Ludhiana
Date: May 09,2019
For and on behalf of the Board of Directors
S.P. Oswalt
Chairman and
Managing Director
DIN: 00121737
VARDHMAN TEXTILES LIMITED
Statement of profit and loss for year ended March 31, 2019
(All amounts in crores, unless otherwise stated)
Particulars Note For the year ended = For the year ended
No. March 31, 2019 March 31, 2018
I Revenue from operations 28 6,414.58 5,851.37
It Other income 29 218.20 185.06
mt Total Income (1+IT) 6,632.78 6,036.43
Iv Expenses :
Cost of materials consumed 30 3,264.50 3,180.52
Purchases of stock-in-trade 31 50.08 33.63 Changes in inventories of finished 32
goods,work-in-progress and 1.73 (48.01)
stock-in-trade
Employee benefits expense 33 519.86 479.63
Finance costs 34 117.84 114.32
Depreciation and amortization 3A & 3B 241.48 228.55
Other expenses 35 1,446.89 1,347.04
Total Expenses 5,642.38 5,335.68
Vv Profit before tax (III-IV) 990.40 700.75
VI Tax expense: 36
Current tax 242.91 147.58
Deferred tax 51.61 7.41
VII Profit for the year (V-VI) 695.88 545.76
VIIZ Other Comprehensive Income 17
A Items that will not be reclassified to profit or loss
(a) (i) Remeasurements of the defined benefits plans 0.17 2.51
(ii) Income tax relating to items that will not be reclassified (0.06) (0.87) to profit or loss
(b) (i) Equity instruments through other comprehensive income 0.13 0.09
(ii) Income tax relating to items that will not be reclassified (0.05) (0.03) to profit or loss
IX Total other comprehensive 0.19 1.70 income
x Total comprehensive income for the year (VII+IX) 696.07 547.46
Earnings per equity share (amount in Rs.) 42
(1) Basic 121.13 96.41
(2) Diluted 119.97 95.45
See accompanying notes to the standalone financial statements
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells LLP
Chartered Accountants ee
S.P. Oswal Ney ty Rajeev Thapar
uchita” ain CSL Partner Company Secretary Chief Financial
Membership No:-4935 = Officer
Rajesh*Kumar Agarwal
Chairman and Managing Director
Vice Chairman and
Joint Managing
Director
DIN:00746471 DIN: 00121737
Place : Ludhiana
Date: May 09,2019
Place : Gurugram
Date: May 09,2019
7) We
VARDHMAN TEXTILES LIMITED
CASH FLOW STATEMENT
for the year ended March 31, 2019
(All amounts in Rs. Crores, unless otherwise stated)
Year ended Year ended Particulars March 31, 2019
CASH FLOW FROM OPERATING ACTIVITIES
March 31, 2018
Profit before tax 990.40 700.75 Adjustments for:
Finance costs 107.81 103.81 Fair valuation gain on investment (46.56) (78.08)
Capital Subsidy (2.36) (1.79)
Amortisation of Prepaid Leases 0.08 0.08
Interest income (11.66) (17.76) Dividend on investments (40.91) (19.98)
Net gain on sale / discarding of property, plant and equipment (17.42) (4.69) (Profit)/Loss on sale of Investments (Net) (23,23) (20.26) Provision no longer required written back (net) (19.31) (8.02) Amortisation of processing charges 0.38 0.64 Assets written off 0.49 3.32 Bad debt written off 0.73 0.45 Depreciation and amortisation 241.48 228.55
Share options outstanding account 6.32 10.57
Changes in working capital:
Adjustments for (increase) / decrease in operating assets _:-
Trade receivables (41.77) (9.88) Inventories (325.63) (527.50) Loans (Current) 10.62 (8.65) Loans (Non-current) (0.13) 0.02 Other assets (Current) (99.04) (56.07) Others financial assets (Current) (34.13) (5.56) Others financial assets (Non Current) 0.11 9.10 Other assets (Non-current) (2.15) (7.11)
Adjustments for increase / (decrease) in operating liabilities :-
Trade payables 12.75 26.80 Provisions (Non Current) 3.82 (1.86) Provisions (Current) (2.03) 0.54 Others financial liabilities (Current) 11.95 (2.40) Others financial liabilities (Non-Current) 3.83 0.16 Other liabilities (Non-current) 0.09 (1.13) Other liabilities (Current) (41.19) (31.07)
Cash generated from operations 683.34 282.98
Income taxes paid (236.69) (192.93) Net cash generated by operating activities 446.65 90.05
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of investments (103.24) (879.24) Proceeds from sale Investments 677.83 1,028.38 Interest received 11.27 25.02
Payment for purchase of property, plant and equipment,
capital work in progress and other intangible assets (877.83) (363.10)
Bank balances not considered as cash and cash (0.32) (0.86) eauivalents
Proceeds from disposal of property, plant and equipment 24.46 9.68 Dividend on subsidiaries, associates and other investments 40.91 19.98
Net cash used in investing activities (226.92) (160.14)
VARDHMAN TEXTILES LIMITED
CASH FLOW STATEMENT
for the year ended March 31, 2019
(All amounts in Rs. Crores, unless otherwise stated)
Particulars Year ended March 31, 2019
CASH FLOW FROM FINANCING ACTIVITIES*
Proceeds from equity share capital/share application
Proceeds from issue of treasury shares
Proceeds from borrowings (non-current)
Repayment of borrowings (non-current)
Repayment of borrowings (current) (net)
Proceeds from borrowings (current) (net)
Corporate dividend tax paid
Dividends on equity share capital paid
Capital Subsidy received
Finance costs paid
Net cash used in financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
* There are no non cash changes arising from financing activities
See accompanying notes to the standalone financial
statements
In terms of our report attached
For Deloitte Haskins & Selis LLP
Chartered Accountants
a
¢
Rajesh"Kumak Agarwal
Partner
Place : Gurugram
Date: May 09,2019
4.78
173.00
(280.51)
63.17 (13.32)
(85.77) 0.47
109.31 (247.49)
27.76
65.20
37.44
Year ended March 31, 2018
5.55
182.23
715.80
(382.00)
(249.55)
(15.79) (83.03)
4.45 (80.59) 97.07
26.98
38.22
65.20
For and on behalf of the Board of Directors
uchitaigain
Joint Managing
Director
DIN: 00746471
)
Rajeev Thapar
Chief Financial Officer
Place : Ludhiana
Date: May 09,2019
y~ S.P. Oswal Chairman and
Managing Director
DIN: 00121737
mews
Company Secretary
Membership No:-4935
VARDHMAN TEXTILES LIMITED
Statement
of Changes
in Equity
for the
year ended March
31, 2019
(All amounts
in crores,
unless otherwise
stated)
a. Equity share
capital
Amount
Balance
as at
April 1,
2017
55.93
Sale of
own shares
held through
trust (Refer
note 40)
1.46
Issue of
equity shares
under employee
stock option
plan (Refer
note 45)
0.04 Balance
as at
March
31, 2018
57.43
Balance
as at
April 1,
2018
57.43
: :
0.05 Issue
of equity
shares under
employee
stock option
plan (Refer
note 45)
Balance
as at
March
31, 2019
57.48
b. Other equity
Item of
other Total
Share
Reserves and
Surplus
comprehensive
application
income
money
: Share
Equity instrument
pending Capital
rele
a Security
eeeetre
options General
a otained earninas
through other
allotment reserve
p premium
p outstanding
reserve 9
comprehensive reserve
reserve :
account income
Balance
as at
April 1,
2017
1.24 6.26
- -
- 1,373.60
2,547.77
1.05 3,929.92
Profit for
the year
- -
- -
- -
” 545.76
- 545.76
Other comprehensive income
for the
. .
. _
. .
. 1.64
0.06 1.70
year, net
of income
tax
Total comprehensive income
for .
~ -
- .
- -
547.40
0.06 547.46
the year
Final Equity
Dividend for
the financial
year 2016-17 (Amount
Rs. -
- -
- -
- “=
(86.09) -
(86.09) 15
per share)
Tax on
Dividend -
- -
- -
- -
(15.79) -
(15.79)
Pw.
VARDHMAN TEXTILES LIMITED
Statement
of Changes
in Equity
for the
year ended March
31, 2019
(All amounts
in crores,
unless otherwise
stated)
Dividend on
shares held
through trust
Profit on
sales of
shares held
through trust
(Refer note
40)
Employee
stock options
accrued upto
March 2018
(Refer note
45)
Transfer to
equity shares
due to
issue of
employee
stock options
(Refer note
45)
Securities premium
on shares
under Employee
stock options
Transfer to
debenture redemption
reserve on
account of
issue of
debentures
Share Application
Money
received pending
allotment under
employee
stock options.
Balance
as at
March
31, 2018
Profit for
the year
Other comprehensive
income for
the year,
net of
income tax
Total comprehensive
income
for the
year
Final Equity
Dividend for
the financial
year 2017-18
(Amount
Rs. 15
per share)
Tax on
Dividend
Item of
other Total
Reserves and
Surplus
comprehensive
application
income
money
; Share
Equity instrument
pending Capital
Capital Security
Debenture options
General ;
. through
other allotment
redemption
. redemption
: Retained
earnings .
reserve premium
outstanding reserve
comprehensive
reserve reserve
: account
income
- -
- -
- -
- 2.19
- 2.19
- -
- -
- -
- 180.81
- 180.81
- -
- -
- 12.07
- -
- 12.07
- -
- -
- (1.50)
- -
- (1.50)
- -
- 4.91
- -
- -
- 4.91
- -
- -
17.81 -
- (17,81)
- -
0.55
- -
- -
- -
- -
0.55
0.55 1.24
6.26 4.91
17.81 10.57
= 1,373.60
3,158.48
1.11 4,574.53
- -
- -
- -
- 695.88
- 695.88
- -
- -
- -
- 0.11
0.08 0.19
- -
- -
- -
- 695.99
0.08 696.07
- -
- -
- -
- (86.17)
- (86.17)
- -
- -
- -
- (13.32)
- (13.32)
VARDHMAN TEXTILES LIMITED
Statement
of Changes
in Equity
for the
year ended March
31, 2019
(All amounts
in crores,
unless otherwise stated)
Item of
other Total
Share
Reserves and
Surplus
comprehensive
application
income
money
” Share
Equity instrument
pending Capital
woes
* Security
reer
options General
a atained
i through
other allotment
reserve TSCEMPHION
nium
Tedemption outstanding
reserve Stained
earnings comprehensive
reserve reserve
i account
income Employee
stock options
accrued during
the year
(Refer note
45) -
- -
- -
6.32
- .
. 6.32
Transfer to
equity shares
due to
issue of
employee
stock options
(3.64) -
- ~
- (1.66)
-
- -
(5.30) (Refer
note 45)
Securities premium
on shares
under Employee
stock options
. ~
. 5.27
~ .
* -
- 5.27
Transfer to
debenture
redemption
reserve on
account of
issue of
- -
- -
31.87 -
- (31.87)
- -
debentures
Share Application
Money
received under
employee
stock options.
4.22 -
- -
- -
- -
- 4.22
Balance
as at
March
31, 2019
1.13 1.24
6.26 10.18
49.68
15.23
1,373.60
3,723.11
1.19 5,181.62
In terms
of our
report attached
For Deloitte
Haskins
& Sells
LLP For
and on
behalf of
the Board
of Directors
Chartered Accountants
XN ,
\ CS
mali we
Rajesh Kumar Agarwal
Sanj Rajeev Thapar
Suchita
Jain S.P.
Oswal
Company
Secretary Chief
Financial Officer
Vice Chairman
and Chairman
and Partner
Membership No:-4935
Joint Managing
Managing
Director
DIN:00746471
DIN: 00121737
Place : Gurugram
Place : Ludhiana
Date: May
09,2019
Date: May
09,2019
4 Chartered Accountants
Deloitte 7" Floor, Building 10, Tower B DLF Cyber City Complex
Haskins & Sells LLP DLE City Phase Gurugram - 122 002
, : Haryana, India
Tel: +91 124 679 2000 Fax: +91 124 679 2012
INDEPENDENT AUDITOR'S REPORT
To The Members of Vardhman Textiles Limited Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Vardhman Textiles Limited
(“the Parent”) and its subsidiaries, (the Parent and its subsidiaries together referred to as “the
Group”) which includes the Group’s share of profit in its associates and joint venture, which
comprise the Consolidated Balance Sheet as at March 31, 2019, and the Consolidated Statement
of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement
and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of
significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us,
and based on the consideration of reports of the other auditors on separate financial statements of
the subsidiaries, associates and joint venture referred to in the Other Matters section below, the
aforesaid consolidated financial statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with the Companies
(indian Accounting Standards) Rules, 2015, as amended (‘Ind AS’), and other accounting principles
generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2019,
and their consolidated profit, their consolidated total comprehensive income, their consolidated
cash flows and their consolidated changes in equity for the year ended on that date..
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Standards
on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor’s Responsibility for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together
with the ethical requirements that are relevant to our audit of the consolidated financial statements
under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors
in terms of their reports referred to in the Other Matters section below, is sufficient and
appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our
report.
x
Regd. Office: Indiabulls Finance Centre, Tower 3, 27" - 32” Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India.
(LLP Identification No. AAB-8737)
oe > ay «
|
Deloitte Haskins & Sells LLP
Key Audit Matter Auditor's Response Uncertain income-tax positions ~ Refer to Principal audit procedure: Notes 2.18, 2.22.7 and 38 to the consolidated financial statements Our audit approach was combination of test of
controls and substantive procedures which The Parent has material uncertain income-tax included the following: positions including matters under dispute which involves — significant judgement toje Evaluated the Parent's processes and controls determine the possible outcome of these over litigations operated by Management disputes. For the current year ended March through regular meetings with the Chief 31, 2019, we believe there is a higher risk Financial Officer and Head - Direct Taxation relating to ongoing income-tax litigation and review of Board and audit committee matters amounting to Rs. 274.43 crores. The amounts involved are significant and the application of accounting standard to . . ips . determine the amount, if any, to be provided | ° Performed testing of design and it’s operating as a liability or disclosed as a contingent effectiveness of the control established by the liability, is inherently subjective. This includes Management on the review of litigation and assumptions relating to the likelihood and/or contingent liabilities. timing of cash outflows from the business and the pending decision of Appropriate Authority. | « Involved our internal direct tax specialists to
challenge the management's underlying
meeting minutes.
Due to the level of significant judgment assumptions in estimating the tax provision involved, the above matter has been identified and the possible outcome of the disputes. Our as a key audit matter. internal direct tax specialists also considered the legal precedence and other rulings in evaluating management’s position on these uncertain income-tax positions.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Parent’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Business Responsibility Report, Director’s Report including annexures to the Director's Report and Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit: of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements of the subsidiaries, associates and joint venture audited by the other auditors, to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiaries, associates and joint venture, is traced from their financial statements audited by the other auditors.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Deloitte Haskins & Sells LLP
Management's Responsibility for the Consolidated Financial Statements
The Parent’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group including its associates and joint venture in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included
_ in the Group and of its associates and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, its associates and its joint venture and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for assessing the ability of the Group and of its associates and joint venture to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate or cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates and joint venture are also responsible for overseeing the financial reporting process of the Group and of its associates and joint venture.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
* Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
foe misrepresentations, or the override of internal control.
Deloitte Haskins & Sells LLP
S « Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the Parent has adequate internal financial
controls system in place and the operating effectiveness of such controls.
+ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.
« Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the ability of the Group and its associates
and joint venture to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group and its associates and joint venture
to cease to continue as a going concern.
« Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
¢« Obtain sufficient appropriate audit evidence regarding the financial information or business
activities within the Group and its associates and joint venture to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision and
performance of the audit of the financial statements of such entities or business activities
included in the consolidated financial statements of which we are the independent auditors. For
the other entities or business activities included in the consolidated financial statements, which
have been audited by the other auditors, such other auditors remain responsible for the
direction, supervision and performance of the audits carried out by them. We remain solely
responsible for our audit opinion.
Materiality is the magnitude of misstatements in the consolidated financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the consolidated financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the consolidated financial statements.
We communicate with those charged with governance of the Parent, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
|
Deloitte Haskins & Sells LLP
Other Matters
We did not audit the financial statements of four subsidiaries, whose financial statements reflect total
assets of Rs. 724.95 crores as at March 31, 2019, total revenues of Rs. 671.37 crores and net cash
outflows amounting to Rs. 2.76 crores for the year ended on that date, as considered in the
consolidated financial statements. The consolidated financial statements also include the Group’s
share of net profit of Rs. 15.96 crores for the year ended March 31, 2019, as considered in the
consolidated financial statements, in respect of three associates and joint venture, whose financial
statements/information have not been audited by us. These financial statements/information have
been audited by other auditors whose reports have been furnished to us by the Management and our
opinion on the consolidated financial statements, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, associates and joint venture, and our
report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid
subsidiaries, associates and joint venture is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements above and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the above matter with respect to
our reliance on the work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the
reports of the other auditors on the separate financial statements of the subsidiaries, associates
and joint venture referred to in the Other Matters section above we report, to the extent
applicable that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid
consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including
Other Comprehensive Income, the Consolidated Cash Flow Statement and the Consolidated
Statement of Changes in Equity dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial
statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind
AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Parent as on
March 31, 2019 taken on record by the Board of Directors of the Company and the reports
of the statutory auditors of its subsidiary companies, associate companies and joint venture
company incorporated in India, none of the directors of the Group companies, its associate
companies and joint venture company incorporated in India is disqualified as on March 31,
2019 from being appointed as a director in terms of Section 164(2) of the Act.
Deloitte Haskins & Sells LLP
f)
9)
h)
GURUGRAM, MAY 9, 2019
With respect to the adequacy of the internal financial controls over financial reporting and
the operating effectiveness of such controls, refer to our separate Report in “Annexure
A” which is based on the auditors’ reports of the Parent, subsidiary companies, associate
companies and joint venture company incorporated in India. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of internal financial
controls over financial reporting of those companies.
With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended,
In our opinion and to the best of our information and according to the explanations given
to us, the remuneration paid by the Parent to its directors during the year is in accordance
with the provisions of section 197 of the Act.
With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and
to the best of our information and according to the explanations given to us:
i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and joint venture ~ Refer to Note 38(a) to the consolidated Ind AS financial statements;
ii) The Group, its associates and joint venture did not have any material foreseeable losses on long-term contracts including derivative contracts - Refer to Note 38(f) to the consolidated Ind AS financial statements;
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent and its subsidiary companies, associate companies and joint venture company incorporated in India.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 11736 W-100018)
Rajesh Kumar Agarwal
Partner
(Membership No. 105546)
Deloitte Haskins & Sells LLP
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF VARDHMAN TEXTILES
LIMITED (Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2019, we have audited the internal financial controls over financial reporting of Vardhman Textiles Limited (hereinafter referred to as “Parent”) and its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Parent, its subsidiary companies and its associate companies and joint venture, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued
- by the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and other auditors of the subsidiary companies, associate companies and joint venture company, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India.
Deloitte Haskins & Sells LLP
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements. ,
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the other auditors referred to in the Other Matters paragraph below, the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness . of the internal financial controls over financial reporting insofar as it relates to four subsidiary companies, three associate companies and joint venture company, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies
incorporated in India.
Our opinion is not modified in respect of the above matter.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
Rajesh Kiimah Agarwal
Partner
(Membership No. 105546)
GURUGRAM, MAY 9, 2019
\-
VARDHMAN TEXTILES LIMITED
Consolidated Balance Sheet as at March 31, 2019 (All amounts in Rs. crores, unless otherwise stated)
Particulars
ASSETS
Non-current assets
{a) Property, plant and equipment
(b) Capital work-in-progress
(c) Other intangible assets
(d) Goodwill (e) Financial assets
{i) Investment in associates and joint venture
(ii) Investments (iii) Loans
{iv} Others financial assets
(f} Other non-current assets
Total Non-current assets
Current assets
(a) Inventories
(b) Financial assets
(i) Investments
(i)Trade receivables
(iit) Cash and cash equivalents
{iv) Bank balances other than above
(v) Loans
(vi) Other financial assets
(c) Current tax assets(net)
(d) Other current assets
Total Current assets
TOTAL ASSETS
Equity and Liabilities
Equity
(a) Equity share capitai
(b) Other equity
Equity attributable to the owners of the Company
(c) Non-controlling interests
Total Equity
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings
(ii) Other financial liabilities
(b) Provisions (c) Deferred tax liabilities (Net)
(d) Other non-current liabilities
Total Non-current liabilities
Current liabilities
(a) Financial liabilities
(i) Borrowings
Gi) Trade payables
{a} total outstanding dues of micro
anterprises and small enterprise
(b) total outstanding dues of creditors other than micro enterprises and small
enterprises
(iii) Other financial liabilities
(b) Provisions
(c) Current tax liabilities (net)
(d) Other current liabilities
Total Current liabilities
TOTAL EQUITY AND LIABILITIES
See accompanying notes to the consolidated financial statements
In terms of our report attached
For Deloitte Haskins & Selis LLP
Charte; Accountants
Rajesh Kuma? Agarwal
Partner
Place : Gurugram
Date: May 2019
Note No.
3A
3A
3B
16
17
18
19
20
22
23 24
25
26 14
27
1-49
\ Sanjay Gupta
Company Secretary Membership No:-4935
Place ; Ludhiana
Date:May 09, 2019
As at March 31, 2019 As at March 31, 2018
3,186.24 2,614.59
273.68 105.71
2.35 3.81
12,50 12,50
107.84 106,00
645.52 748,58
0.73 0.59
9.39 9.40
96.98 97.31 4,335.23 3,698.49
2,610.25 2,256.64
592.37 979.09
803.08 757.53
40.05 70.38
3.80 3.38
17.69 29,80
68.90 18.35
102.25 78.41
442.60 352.02
4,680.99 4,545.60
9,016.22 8,244.09
56,48 56.43
5,535.00 4,897.27
5,591.48 4,953.70
113.07 108.78 5,704.55 5,062.48
1,088.79 1,209.77
4.48 0.65
12.36 7.69
323.31 255.62
20.67 22.18 1,449.61 1,495.91
886.42 821,19
4.38 -
311,19 290.60
550.15 438.52
2.95 8.47
30.66 10.93
76,31 118.99 1,862.06 1,685.70
9,016.22 8,244.09
For and on behalf of the Board of Directors
ly rb Rajeev Thapar
Vice Chairman and Joint Managing Director
DIN:00746471
Chief Financial
Officer
*
ir bf S.P, Oswal
Chairman and Managing
Director
DIN: 00121737
VARDHMAN TEXTILES LIMITED
Consolidated Statement of profit and loss for the year ended March 31, 2019
(All amounts in Rs. crores, unless otherwise stated)
. Note For the year ended For the year ended
Particulars No. March 31, 2019 March 31, 2018
I Revenue from operations 28 6,877.92 6,248.27
II Other income 29 222.72 197.35 III Total Income (1+11) 7,100.64 6,445.62
IV Expenses:
Cost of materials consumed 30 3,573.75 3,438.28 Purchases of stock-in-trade 31 12.92 4.15 Changes in inventories of finished 32 9.06 (37.87)
goods, work-in-progress and stock-in
-trade
Employee benefits expense 33 550.23 506.26
Finance costs 34 119.65 118.19
Depreciation and amortization 3A & 3B 254.02 240.00
Other expenses 35 1,538.20 1,434.49
Total Expenses 6,057.83 5,703.50
V Profit before tax (III-IV) 1,042.81 742.12
VI Share of profit of associates/ joint ventures 15.93 17.51
VII Profit before tax (V+VI) 1,058.74 759.63
VIII Tax expense: 36
Current tax 264.01 165.01
Deferred tax 54.18 2.18
IX Profit for the year (VII-VIII) 740.55 592.44
X Other Comprehensive Income 17
Items that will not be reclassified to profit or loss
(i) Remeasurements of the defined benefits plans 0.31 2.47
(ii) Incorne tax relating to items that will not be reclassified to profit or loss (0.09) (0.86)
(i) Equity instruments through other comprehensive income (1.17) (0.01)
(ii) Income tax relating to items that will not be reclassified to 0.39 -
profit or loss
Share of other comprehensive income from associates/joint ~ -
venture
XI Total other comprehensive income (0.56) 1.60
XII Total comprehensive income for the year (IX+XI) 739.99 594.04
Profit attributable to:
- Owners of the Company 730.72 581.19
~ Non-controlling interests 9.84 11.25
740.55 592.44 Other Comprehensive Income attributable to:
- Owners of the Company (0.56) 1.57
~ Non-controlling interests 0.00 0.03
(0.56) 1.60 Total Comprehensive Income attributable to:
- Owners of the Company 730.15 582.76
- Non-controlling interests 9.84 11.28
740.00 594.04
Earnings per equity share (amount in Rs.) 41
(1) Basic 129.45 106.56 (2) Diluted 128.19 105.48
See accompanying notes to the consolidated financial
statements 1-49
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells LLP
uchita Jain S.P. Oswal
Vice Chairman and Joint Chairman and Managing
Managing Director Director
DIN:00746471 DIN: 00121737
\ L (pur Sanjay Gupta Rajeev Thapar
Company Secretary Chief Financial
Membership No:-4935 = Officer
Place : Ludhiana .
Date:May 09, 2019 *
Place : Gurugram
oF
VARDHMAN TEXTILES LIMITED
Consolidated Cash Flow Statement for the year ended March 31, 2019
(All amounts in Rs. Crores, unless otherwise stated)
Particulars
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax
Adjustments for:
Share of profit of associates
Finance costs
Fair valuation gain on investment
Subsidy income
Prepayments of Leasehold land
Interest income
Dividend on current investments
Net gain on sale / discarding of property, plant and equipment
(Profit)/Loss on sale of Investments (Net)
Provision no longer required written back(Net)
Amortisation of processing charges
Asset written off
Bad debt written off
Allowances for doubtful trade receivables and advances
Depreciation and amortisation expense
Share options outstanding account
Changes in working capital:
Adjustments for (increase) / decrease in operating assets :-
Trade receivables
Inventories
Loans (Current)
Loans (Non-current)
Other assets (Current)
Other assets (Non-current)
Others financial assets (Current)
Others financial assets (Non Current)
Adjustments for increase / (decrease) in operating liabilities :-
Trade payables and other liabilities
Provisions (Non Current)
Provisions (Current)
Others financial liabilities (Current)
Others financial liabilities (Non-Current)
Other liabilities (Non-current)
Other liabilities (Current)
Cash generated from operations
Income taxes paid
Net cash generated by operating activities
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of investments
Proceeds from sale of investments
Interest received
Payment for purchase of property, plant and
equipment, capital work in progress and other
intangible assets
Bank balances not considered as cash and cash equivalents
Proceeds from disposal of property, plant and equipment
Dividend on associates, other investments
Net cash used in investing activities
Year ended March 31, 2019
1,058.74
(15.93) 108.77 (60.75) (2.43)
0.24 (11.18) (16.47) (17.49) (29.32) (20.90)
0.38 0.52
1.14
(0.29)
254.02
6.32
(46.40) (353.61)
12.11 (0.14)
(90.59) (2.21)
(51.22) 0.13
45.87 4.67
5.47
19.08
3.83 0.10
(46.20)
756.26
(257.28)
498.98
(334.55) 911.77 12.66
(908.18)
(0.42)
24.74 16.47
(277.51)
Year ended March 31, 2018
759.63
(17.51) 106.86 (86.84) (1.83)
0.24 (19.01) (7.29) (4.81)
(34.96) (8.38)
0.64 3.39
0.46
240.00 10.57
(24.49) (503.84)
(0.09) 0.02
(56.37) (5.38)
0.57 0.81
3.09 (2.00)
0.82 (5.74)
0.16 (1.13)
(32.18)
315.41
(212.09) 103.32
(1,068.02) 1,224.47
26.39
(366.73)
(1.02)
10.31
7.29
(167.31)
VARDHMAN TEXTILES LIMITED
Consolidated Cash Flow Statement for the year ended March 31, 2019
(All amounts in Rs. Crores, unless otherwise stated)
Particulars
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds/ (Repayment) from Equity Share capital
Proceeds from issue of treasury shares
Proceeds from borrowings (non-current)
Repayment from borrowings (non-current)
Repayment of borrowings (current)
Proceeds from borrowings (current) (net)
Corporate dividend tax paid
Dividends on equity share capital paid
Capital Subsidy received
Finance costs paid
Net cash generated / (used) in financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
* There are no non cash changes arising from financing activities
See accompanying notes to the consolidated financial statements
In terms of our report attached
For Deloitte Haskins & Sells LLP
Chartered Accountants
Rajesh Kumar Agarwal
Partner
Piace : Gurugram
Date:May 09, 2019
Year ended March 31, 2019
4.79
173.00
(282.43)
65.23 (18.67)
(84.16) 0.71
(110.26) (251.79)
30.32
70.37
40.05
1-49
Year ended March 31, 2018
5.54
182.23
328.24
(245.13)
(18.24) (81.35)
4.45 (83.67)
92.07
28.09
42.29
70.37
For and on behalf of the Board of Directors
&
juchita Jain
Vice Chairman and Joint Managing
DIN:00746471
K4 tht
Rajeev Thapar
Chief Financial Officer
Place : Ludhiana
Date:May 09, 2019
i S.P. Oswal
Chairman and Managing Director
DIN: 00121737
\
Sa CSZ
Company Secretary
Membership No:-4935
LUDBe
16" -
- -
- -
16 nena
(0ST) -
- -
(oS‘T) -
- -
- suoido
4903s aakojdwa
jdans: 0}
anp Sazeys
Aynba 0}
uajsyeuL L021
- -
- L0°2t
. -
- .
(pb B}OU
43j9Y) BTOT
YEW
OF panis2e
suoindo yD0}s
aaAojdwiq
Z£L°08T -
£L'08T -
- -
- -
- (6€
Jou 4ajay)
Jsn.q YBno1yy
Pjay Saseys
Jo Sajes
UO Wold
6'z -
61'z -
: -
- -
- sna
yBnouj
play saueus
uo puapiAiq
(pz'8t) -
(b2'8T) -
- -
- -
- puapiaig
uo xe,
(aseys sad
ST (9S'p8)
- (9S'¢8)
- -
- ~
- -
‘sy junowuy)
£1-9T0z 4Jead
jeiueUy ‘
Bu} 1Oj
puapiaig AyNby
jeuly .
. za
. .
_ .
. _
ievh ayy
94°C8S
92'ts
40j BUIOIU DAISUBYS1dWIOd
jeJOL
. 7
. _
. .
. .
. XB]
BwWOdDUl JO
Jeu “ueDA
£S'T £o't
GU} JO]
BWOdU! aaisUaYyaiduWOD
JaIO 6T'T8S
- 6T'
Tes -
- -
- -
- 4edA
BY) JOS
WOU
ZESTt’y
62°E €9°S0Z'%
pSEoR’T
- -
- er'op
£9°S £10
‘T Hidy
je se
aduejeg
SWOIU! BAISUaYaIdWOD
WNCIIE
aAsasas BAJasSas
Tau WSUAO}e
ot sBulusea
BAINSA1 6Bulpueysjno
wuniwiaud JO
DI Gp
Bulpuad Aauow
4930
YBno1y3 uondwapa
uondwapa.
uauinugsut Anb
posulejoy jeuguag
suondo
sumuaaa
Aqunoes
eude S/N
aAIaS3y uonesidde
q asul
AWNDS aueus
quageq
jeqdey AMonqeis
B4eUS
12301
awoout
@AIsUuaYyaidwos
49Y4}O JO
Wd}T
sniding
pue sonses3y
qunowy
Ayinba 413410
*q
6TOT ‘TE
YOseW Je
Se DDUe]Eg
(pb B}OuU
Jajay)
Uejd UONdO
xDOIS aaAO|dWA dapun sazeus Aynba
jo anssy
ST0Z ‘TE
YoseW 3e
se aduejeg
Aseipisqns Aq
saieys Auedwoz
Buipjory jo
ajes -:ppy
(vp ajou
Jajay) UeId
UOINdo 9203s
aadojdwa sapuN
saueys Aynba
jo anssy
(6€ 8}0U
sajay) 3sN.9
YBNo1Uy play
SaseYys UMO
JO a]eS
£107 ‘T
[tidy 32
se aduejeg
peyides aieys Ayinba‘e
(pajzeqs ssiwuayjo ssajun
‘sai019 sy
ul sjunowe
fy) 6T0Z
‘TE YOseW
PapuUs 4e3A dy
J0j Ayinby
ul! sofuey
jo Juawajejys payepijosuoy
GaLIWI) SATILXAL NVNHOYVA
- -
(28° te) -
- £OTe
- -
- -
-
£aS
- -
- -
- 47'S
- -
- -
(te's) -
- -
(99°T) -
- -
- -
(p9'€)
ZE'9 -
- -
ze'9 -
- -
- -
-
(29°8T) -
(29’8t) -
- -
- -
- -
-
(£9' p98) -
(29'r8) -
- -
- -
- -
-
STOEL
(82°0) b6'OEL
- -
- -
- -
~ -
(99°0) (82°0)
€z'0 -
- -
- -
- -
-
cLO0EL
> CLOEL
” ”
” -
- -
- ”
£0°L68'¢ 6£L°Z
69'SrE'E FS'EOr'T
LOT
TS'ZT t6'y
€b'0r 89°Z
- ss°0
ss’0 -
- -
- -
- -
- ss'0
SO°% -
- -
- -
- -
SoZ -
-
(so°z) -
(s0°Z) -
- -
- -
- -
-
- -
(19°41) -
- TSZt
- -
- -
-
SWODU
SAISUaYyasdwo0D NODE
BAIaSal SAJOSO4
idy JUSWAOIe
sBuluiea 3AIIS3I
Bulpueysjno wuiniwidid
JO DL
Se aAlasad
Bbuipuad Aduow
4ayjo yBnosuy
uondwapa
uondwapa
quawinasuy Ayn
pauiejey je4auay
suoindo aunquaga.
Aqunsas
ede
S/n ansasay
~—s jeyidea
uonesjidde panos
aseus 9d
reqced Au03N3e3S
aieUus
jeyoL
SATOSUT
BAISUdYyoIdW0D
43Y}0 JO
Wai
snjding pue
sansasay
saunquaqap
JO ANSS!
JO JUNODDe
UO BAJaSo
uondwepal ainjuaqap
0} ajsuedy
suoijdo 9903s
aadojdwy
JapuN sazeys
uO WNiweaid
santunzas
(pp a}0U
Jajau) suondo
4903s asAojdwa
jo anss!
0] anp
sazeus Aynbs
0} saysuesy
(pb a}0u
Jajay) 6TOZ
YEW
oIdn pansose
suondo
x203s aaAojdiug
puaplaiq uo
xeL
(aieys sad
ST
‘sy juno)
8T-ZTOZ
4eaA jelueUy
BUI 4Oy
puapiaiq Aqinby
yeuty 4e3aA
au} 40j
BUuIOIU! BAISUBYaIdUIOD
|e}0,
X@] BWOdU!
JO Jou
“eDA QU}
JOJ SWIODU!
SAISUaYadWOD 1810
4RVA BY
10) WO1d
8TO?
‘TE YyoleW
Je Se
aoueleg
“suondo 4203s
aadojdwea sspun
Juewjoye
Buipuad paaiesas
Asudw uonesyddy aueus
sBuluseg pauleyay
wos vajsuerp
PV
Tay JO
DI-Sp
dJapun aaiasay
Asoynjeys 07
saysuerL
saunjuaqap JO
ANSSI JO
JUNODDe UO
aAUASA|I uondwapas
sinjuaqgap 0}
Jaysued
(pajeqs asimiayjo ssajun
‘$9101
‘sy ul
syunowe
jy) 6T0Z
‘TE YO4eW popu
4ead
ay]
40j Ajyinby
u! sabueYD
Jo JUBWIIEIS
pazyepiyosu0y
GALIWT SATILXAL NVWHAYVA
ZELTETOO
‘NIC T£¢9¢£00:NIO
dopaiiq 6uibeuey
pue uewseyD
12MsO
‘dS
40}Da1i0 Buibeuew
jujor pue
uewuleUD
aaiA
ulef eqyons
$10}93.11G JO
PieOg ay}
jo Jyeysq
uO pue
4J04
JBIYO [PUeULY
JaiyD dedey, asaley
1 ry
-0N
diysuaquiay, Areyeinas
Auedwo5
_
me
Aefues
)
6102
‘60 Aew:aled
euelUupN] : a2eild
\ é 610Z
‘60 Aew:ajeq
wesGnind
: a0e\d
SE6b dauyed
jemueby
tewun>_ysofey
sjuequno> ssayveyD
dT
SH8S
%B SUPSeH 3q0/9q
JO4 payoeye yoda.
ino jo
suisa} ut
SquaWaj}e3s 6¢-T
j2IuUeULy payepOSUuod
ayy 0}
sajou BulAuedwo22e
3as
oo’ses’s
To?
ES'€v6‘E
PS EOr’T
EC'ST
89'6r
Stott
er'ov
3°83
or'o
ert
6TOZ
‘TE YOseW
Je Se
aouejeg
*suondo
9903s Zp
- -
- -
- -
- -
- Zp
avadojdwa sapun
Juawjojje Buipuad
Ppadiaczas AauoW uoneaiddy
aieus
. .
- .
. .
. .
. PV
Tau JO
DI-Sv .
~ (06°0)
06°0 dapun
aasasay Aloynyeis
0} vaysuesy
Oro
- -
- -
- -
- -
Oro
- uOnsINbDoy TONA
UO sAJasay
jejnded
BWOdU! aAISUBYyaidWOD
qUNOIIE dAJaSA!
DALBSSF id
WeuNo|e
sBuruues BAsasad
6ulpuejsino winjwaud
JO DI
Gp BAIBS3I
Buipuad Aduow
4ayjo YyBnoiu3
uondwapas
uondwape.s
poaulejyoy jeiausy
suondo
Aqunsas
s/n aasasay
= fede
uoneoydde
quawinaysur Aynby
aunjuegeq
jeydey aJeus
As09N}23S auBUS
SUIOIUT
@Alsuayasdwos
sniding
pue saasasay
18304 49Y4}O
JO WaT
(peazeqs osimiayjo
Ssajun ’sai019
“sy ul
sjuNOWwe jy)
6T0Z ‘TE
YEW
Papua sead
ayy 40j
Ayinby ul
seBueyD
jo yuawajeys payeprosue7
GaLIWT] SAULXAL NVWHOUVA
VARDHMAN TEXTILES LIMITED Registered Office : Chandigarh Road, Ludhiana-141010
Standalone Unaudited financial results for the quarter and Half year ended September 30, 2019
Corporate Identity Number (CIN); L17111PB1973PLC003345, PAN: AABCM4692E Website:www.vardhman.com Email: secretarial.lud@vardhman.com
(Rs. In Crores)
Quarter Ended Half Year ended Half Year ended
Quarter Ended Quarter Ended Year Ended March September 30, September September
S.No, Particulars 2019 June 30,2019 | September 30, 2018 30,2019 30,2018 31, 2019
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
I, [Revenue from operations 1,552.78 1,558.32 1,555.31 3,111.10 3,136.06 6,414.58
Il, jOther income 38.81 31.03 58,99 69,84 82.91 218.20
III, |Total income from operations (1+I1) 1,591.59 1,589.35 1,614.30 3,180.94 3,218.97 6,632.78
IV, jExpenses
Cost of materials consumed 872.21 833.62 812.55 1,705.83 1,611.40 3,264.50
Purchase of stock: in trade 12.10 18.71 9.53 30,81 19,99 50,08
Change in inventories of finished goods, (81,26) (24.13) (67.70) (105.39) (40,64) 1,73
works -in progress and stock -in- trade Employee benefits expense 139.66 135,73 128,35 275.39 253,80 519.86
Finance cost 32,95 36,36 28.60 69,31 61.48 117.84
Depreciation and amortisation expense 78,97 72,45 59,05 151.42 118.05 241.48 Power and fuel 172.97 178,39 165,68 351,36 318,68 665.90
Other expenses 198,18 189,41 204,64 387,59 399,71 780,99
Total Expenses 1,425.78 1,440.54 1,340,70 2,866.32 2,742.47 5,642.38
V. [Profit before tax (III-IV) 165.81 148,81 273,60 314,62 476,50 990,40
VI, |Tax expense
Current tax 22,21 31.41 56.07 53,62 99,79 242,91
Deferred tax 23,56 13,88 21.27 37,44 34,67 51.61
VII. |Profit after tax (V-VI) 120,04 103,52 196.26 223,56 342,04 695,88
VIII. |Other Comprehensive Income/(Expenditure) 0,02 0,03 0.41 0,05 0,82 0,19
IX, |Total Comprehensive income (VII+VIII) 120,06 103.55 196,67 223,61 342,86 696,07
X, |Earnings Per Share (in Rs.) (not annualized) (a) Basic 20,88 18,01 34,17 38.88 59.55 121,13
(b) Diluted 20.70 17,85 33,83 38.54 58.96 119,97
XI, }Paid up Equity Share Capital (Face value per share Rs. 10) 57.50 57,49 57.44 57.50 57.44 57.48
XII, }Paid up Debt Capital* 499.80 499,80 499,80
XIII, jOther Equity 5,181.62
XIV, |Capital Redemption Reserve 6,26 6.26 6,26
XV, |Debenture Redemption Reserve 57,62 33,79 49,67
XVI, |Net Worth** 5347.22 4,879.40 5,239.10
XVII, }Debt Equity Ratio*** 0.34 0,32 0,43
XVIIL|Debt Service Coverage Ratio**** 2.00 3,28 2,66
XIX, | Interest Service Coverage Ratio* **** 6,95 9.05 9,39
* Paid up Debt Capital comprises of listed debentures only,
** Net Worth = Equity share capital + other equity
*** Debt equity ratio = Total Debt/Net Worth **4* Debt service coverage ratio (DSCR) = (EBDIT-Current Tax)/(Gross Interest+Scheduled principal repayment of Long term Debts) +*4** Interest service coverage ratio (ISCR) = (EBDIT-Current Tax)/Gross Interest
(
VARDHMAN TEXTILES LIMITED
Regd. Office : Chandigarh Road, Ludhiana-141010
Unaudited Balance Sheet as at September 30, 2019
(Rs. In Crores)
Unaudited Audited
at Os Rarensers September 30 ,2019 March 31 ,2019
ASSETS
1 Non-current assets
(a) Property, plant and equipment 3,324.53 3,057.24
(b) Capital work-in-progress 243.09 27363
(c) Right of Use Asset (Refer Note-2) 8.39 -
(d) Intangible assets 1.38 1.60
(e) Financial assets
-Investments 570.64 749.57
-Loans 0.92 0.72 -Other financial assets 5.51 8.98
(f) Other non-current assets 63.85 85.00
Total Non-current assets 4,218.31 4,176.74
2 Current assets
(a) Inventories 1,508.58 2,442.13
(b) Financial assets
-Investments 886.68 337.56
-Trade receivables 854.81 762.82
-Cash and cash equivalents 188.04 37.43
-Bank Balance other than above 2.88 3.43
-Loans 36.48 34.59
-Other financial assets 32.00 58.39
(c) Current tax assets (net) 100.10 100.10
(d) Other current assets 322.77 415.93
Total current assets 3,932.34 4,192.38
Total Assets 8,150.65 8,369.12
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 57.50 57.48
(b) Other equity 5,289.72 5,181.62
Total equity 5,347.22 5,239.10
Liabilities 1 Non-current liabilities
(a) Financial liabilities
-Borrowings 1,118:35 1-0/71:35
-Other financial liabilities 4.41 4.48
-Lease liability (Refer Note-2) 0.15 =
(b) Provisions 12.24 10.86
(c) Deferred tax liabilities (net) 334.90 297.47
(d) Other non-current liabilities 19.09 20.40
Total Non-current liabilities 1,489.14 1,404.56
2 Current liabilities
(a) Financial Liabilities
-Borrowings 342.47 868.68
-Trade payables
(i) Total outstanding dues of micro
enterprises and small enterprises 12.29 4.08
(ii) Total outstanding dues of creditors
other than micro enterprises and small 224.02 236.28
enterprises.
-Other financial liabilities 531.98 535.63
(b) Provisions SUL 2.79
(c) Current tax liabilities (net) 8.70 6255
(d) Other current liabilities 191.68 F1caS
Total Current liabilities 1,314.29 1,725.46
Total Equity and Liabilities 8,150.65 8,369.12
Yo y es V
VARDHMAN TEXTILES LIMITED
Regd. Office : Chandigarh Road, Ludhiana-141010
Statement of Cash Flows for the six months ended September 30, 2019
(Rs. In Crores)
Six Month Ended September Six Month Ended
Ponttcutars 30, 2019 September 30, 2018 Unaudited Unaudited
Net cash flow from operating activities
Net Profit before Tax 314.62 476.50
Operating profit before working capital changes 480.19 582.07
A) Net cash generated from operating activities 1,396.52 1,183.02
B) Net Cash (used) in Investing Activities (738.08) (397.01)
C) Net cash (used) in financing activities (507.83) (803.91)
Net increase/ (decrease) in cash and cash equivalents 150.61 (17.90) (A+B+C)
Add: Cash and cash equivalents as at beginning of the year 37.43 65.20
Cash and cash equivalents as at end of the period 188.04 47.30
VARDHMAN TEXTILES LIMITED
Registered Office : Chandigarh Road, Ludhiana-141010
NOTES:
The Company is primarily in the business of manufacturing and sales of textile products (i.e,, Yarns and Fabrics). The Chief Operating Decision Maker (CODM), The
Chairman & Managing Director, performs a detailed review of the operating results, makes decisions about the allocation of resources based on the analysis of the
various performance indicators of the Company as a whole. Therefore, there is only one operating segment namely, “Textiles”,
Effective April 1, 2019, the Company has adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the modified retrospective
method along with the transition option to recognise Right-of-Use asset (ROU) at an amount equal to the lease liability, Accordingly, comparatives for the quarters
ended June 30, 2018 and March 31, 2019 and year ended March 31, 2019 have not been retrospectively adjusted. On transition, "Right of use asset" of Rs, 0.15
crore and a corresponding "Lease Liabilities" of Rs. 0.15 crore has been recognised as at April 1, 2019. Further, in respect of leases which were classified as
operating leases, applying Ind AS 17, Rs. 8.45 crores has been reclassifed from "Other Assets" to "Right of Use Asset’. The effect of this adoption is not material on
the profit for the period and earnings per share,
The Board of Directors, in its meeting held on August 13, 2019 has approved a Scheme of Amalgamation (the “Scheme”) under Sections 230 to 232 of the
Companies Act, 2013 (‘the 2013 Act’) and other applicable provisions of the 2013 Act, as per pooling of interest method, between the Company and its subsidiaries,
by the name of Vardhman Acrylics Limited, VMT Spinning Company Limited, VTL Investments Limited, and Vardhman Nisshinbo Garments Company Limited. The
amalgamation will be from April 1, 2020 being the appointed date and is subject to shareholders’ and other statutory approvals,
These results have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") 34 Interim Financial Reporting prescribed under
Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time,
The Company has issued secured, rated listed Redeemable Non-convertible Debentures (NCDs) aggregating to Rs, 499,80 crores for cash at par on private
placement basis on September 8, 2017, The NCDs are listed at the Bombay Stock Exchange of India (BSE) and comprise of three series repayable in third, fourth
and fifth years and have an overall yield of 7.69% per annum,
CRISIL has assigned a rating of AA+ with Stable outlook to the said NCDs of the Company on December 28,2018, These NCDs are secured by way of a first pari
passu charge over the immovable and movable fixed assets of the Company and it should have fixed asset cover of more than 1.05 times of outstanding amount of
NCDs, The Fixed Asset coverage ratio as on September 30, 2019 is 2.26 times
During the Half year ended September 30, 2019, the Company has issued 20,000 equity shares under Employee Stock Options Scheme at Rs. 815 per share. As a
result of above, the paid up equity share capital of the Company has increased from Rs, 57.48 crores to Rs, 57.50 crores,
Financial Results has been reviewed by the Audit Committee at its meeting held on November 07, 2019 and approved by the Board of Directors at its meeting held
on November 08, 2019, The limited review as required under Regulation 33 of SEBI ( Listing Obligation and Disclosure Requirements) Regulations, 2015, has been
completed by the Statutory Auditors,
On September 20, 2019, the Government of India, vide the Taxation Laws (Amendment) Ordinance 2019, inserted Section 115BAA in the Income Tax Act, 1961,
which provides domestic companies an option to pay corporate tax at reduced rate effective April 01, 2019, subject to certain conditions, The Company is currently
in the process of evaluating this option,
For Vardhman Textiles Limited
Place : Ludhiana \ (\t NA} WA, Date : November 08, 2019 Chairman & Managing Director
Ch d Al ts
De I © i tte 7 Floor, puiiding 10, Tower B
= DLF Cyber City Complex DLF City Phi =I Haskins & Sells LLP DLF city Phase Haryana, India
Tel: +91 124 679 2000 Fax: +91 124 679 2012
INDEPENDENT AUDITOR’S REVIEW REPORT ON REVIEW OF
INTERIM STANDALONE FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF
VARDHMAN TEXTILES LIMITED
1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of VARDHMAN
TEXTILES LIMITED (“the Company”), for the quarter and half year ended September 30, 2019 (“the
Statement”), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
2. This Statement, which is the responsibility of the Company’s Management and approved by the Company’s
Board of Directors, has been prepared in accordance with the recognition and measurement principles laid
down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under
Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting
principles generally accepted in India. Our responsibility is to expreSs a conclusion on the Statement based
on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE)
2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued
by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists
of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters,
and applying analytical and other review procedures. A review is substantially less in scope than an audit
conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act,
2013 and consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that
causes us to believe that the accompanying Statement, prepared in accordance with the recognition and
measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting
principles generally accepted in India, has not disclosed the information required to be disclosed in terms
of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm’s Registration No. ae
(Membership No. 105546)
UDIN:IVIOSS 46 AAAAEHI26F GURUGRAM, NOVEMBER 8, 2019
Regd. Office: Indiabulls Finance Centre, Tower 3, 27" - 32™ Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India.
{LLP identification No. AAB-8737)
Vardhman Textiles Limited Registered Office : Chandigarh Road, Ludhiana-141010
Consolidated Unaudited Financial Results for the quarter and half year ended September 30, 2019 Corporate Identity Number (CIN); L17111PB1973PLC003345, PAN; AABCM4692E
Website:www,vardhman.com Email: secretarial. lud@vardhman.com
(Rs, In crores)
uit Quarter Ended June Quarter Ended Half Year Ended Half Year Ended Year Ended
2019 : 30, 2019 September 30, 2018 | September 30, 2019 | September 30, 2018 } March 31, 2019 S.No Particulars
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
I, {Revenue from operations 1,663.67 1,650.36 1,685.10 3,314.03 3,385.07 6,877.92
II, }Other income 29,95 32,72 42.07 62,67 69,34 222,72
III, |Total income (1+11) 1,693.62 1,683.08 1,727.17 3,376.70 3,454.41 7,100.64
IV, JExpenses
Cost of materials consumed 952.87 896.56 892.32 1,849.43 1,768.54 3,573.75 Purchase of stocks* in trade 0,22 2,05 4,96 2.27 4,96 12,92
very in inventories of finished goods, Works -in progress and stock -in- (6.06) (37.56) (67.38) (123.62) (37.3) 9,06
Employee benefits expenses 150.76 146.28 135.63 297.04 267,88 550,23 Finance cost 33,79 37,25 29,22 71,04 62.94 119,65
Depreciation and amortisation expense 82,55 76.02 61.99 158,57 123,93 254.02 Power and fuel 185,20 189.88 177.23 375.08 341,16 709.14
Other expenses 210.87 202,57 211.37 413,44 416,69 829,06 Total Expenses 1,530.20 1,513.05 1,445.34 3,043.25 2,948.77 6,057.83
V_ {Share of Profit/(Loss) of Associates and/or Joint Venture 1,92 2.53 4,61 4.45 9,62 15,93
VI, {Profit before tax (III-1V+V) 165.34 172,56 286.44 337.90 515.26 1,058.74
VII, |Tax expense
Current tax 23,92 38.60 63.61 62.52 113,22 264.01 Deferred tax 21,78 12.97 22,62 34,75 39.09 54,18
VIII, |Profit for the period (VI-VII) 119.64 120.99 200,21 240.63 362,95 740,55
IX. |Other Comprehensive Income/(Expenditure), net of tax 0,02 0,03 0.41 0,05 0,82 (0,56)
, Total Comprehensive Income/ (Expenditure) for the period (VI1I+1X) 119.66 121.02 200.62 240,68 363,77 739,99
XI. {Profit for the period attributable to ;
Owners of the Company 116.56 116.08 196,41 232.64 355,54 730,71 Non Controlling Interest 3,08 4.91 3.80 7,99 7,41 9,84
119.64 120,99 200,21 240,63 362.95 740,55 |
XII, |Other Comprehensive Income for the period attributable to :
Owners of the Company 0.02 0.03 0.41 0,05 0,82 (0,56) Non Controlling Interest . ‘ ; : ; :
0,02 0,03 0.41 0,05 0,82 (0,56)
XIII |Total Comprehensive Income for the period attributable to ;
Owners of the Company 116.58 116.11 196,82 232.69 356.36 730,15 Non Controlling Interest 3,08 4.91 3,80 7,99 7.41 9,64
119, 121,02 200,62 240.68 363,77 739,99 XIV, |Earnings Per Share (in Rs)
(not annualized);
(a)Basic 20.63 20.55 34,80 41,18 63.00 129,45 (b) Diluted 20.45 20.36 34,46 40,81 62.36 128,19
XV, |Paid up equity share capital (face value per share Rs, 10) 56.50 56.49 36.44 56,50 56,44 56,48
XVI, }Paid up Debt Capital* 499.80 499.80 499,80
XVII, |Other equity 5,535.00
XVIII. |Capital Redemption Reserve 40,43 40,43 40,43
XIX. |Debenture Redemption Reserve 57,62 33,79 49,67
XX, |Net Worth** 5,706.29 5,205.07 5,591.48
XXI, |Debt Equity Ratio*** 0,32 0,31 0.41
XXII, |Debt Service Coverage Ratio**** 2,05 4,03 2.77
XXIII, | Interest Service Coverage Ratio***** 7,17 9,36 9,77
* Paid up Debt Capital comprises of listed debentures only/-
** Net Worth = Equity share capital + Reserves attributable to owners of equity *** Debt equity ratio = Total Debt/Equity **#* Debt service coverage ratio (DSCR) = (EBDIT-Current Tax)/(Gross Interest + Scheduled principal repayment of Long term Debts) x Interest service coverage ratio (ISCR) = (EBDIT-Current Tax)/Gross Interest L/
ENN
VARDHMAN TEXTILES LIMITED
Unaudited Consolidated Balance Sheet as at September 30, 2019 (Rs. In Crores)
Unaudited Audited
ae ere September 30 ,2019 March 31 ,2019
ASSETS
1]Non-current assets
(a) Property, Plant and Equipment 3,446.51 3,186.24 (b) Capital work-in-progress 245.57 273.68 (c) Right to Use Asset (Refer Note no.2) 19.94 -
(d) Intangible Assets 2.09 2.35 (e) Goodwill 12.50 12.50 (f) Financial Assets
-Investment in associates and Joint ventures 108.39 107.84 -Investments 468.92 645.52
-Loans 0.92 0.73
-Other financial assets 5.86 9.39 (g) Other non-current assets 64.17 96.98
Total Non-current assets 4,374.87 4,335.23
2]Current assets
(a) Inventories 1,647.15 2,610.25 (b) Financial Assets
-Investments 1,168.05 592-37
-Trade receivables 898.82 803.08 -Cash and cash equivalents 223.01 40.05
-Bank balance other than above 3.26 3.80
-Loans 19.49 17.69
-Other financial assets 18.48 68.90 (c) Current tax assets (net) 102.25 102.25
(d) Other current assets 339.95 442.60
Total Current assets 4,420.46 4,680.99
TOTAL ASSETS 8,795.33 9,016.22
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 56.50 56.48
(b) Other Equity 5,649.79 5,535.00 (c) Non controlling interest
- Equity Share capital 23.44 23.44
- Other Equity 91.74 89.63
Total Equity 5,821.47 5,704.55
Liabilities
2 |Non-current liabilities
(a) Financial Liabilities
-Borrowings 1,127.07 1,088.79
-Other financial liabilities 4.41 4.48
-Lease liability (Refer Note no.2) 0.15 - (b) Provisions 13.25 12.36
(c) Deferred tax liabilities (Net) 358.06 323.31
d) Other non-current liabilities 19.38 20.67
Total Non-current liabilities 1,522.32 1,449.61
3 |Current liabilities
(a) Financial Liabilities
-Borrowings 351.26 886.42 -Trade payables
(i) Total outstanding dues of micro 12.70 4.38
enterprises and small enterprises
(ii) Total outstanding dues of creditors 291.69 311419
other than micro enterprises and small
enterprises.
-Other financial liabilities S5E.10 550.15
(b) Provisions 3.81 2.95
(c) Current tax liabilities 36.56 30.66 (d) Other current liabilities 204.42 76.31
Total Current liabilities 1,451.54 1,862.06
TOTAL EQUITY AND LIABILITIES 8,795.33 9,016.22
VO b/
VARDHMAN TEXTILES LIMITED
Regd. Office : Chandigarh Road, Ludhiana-141010
Consolidated Statement of Cash Flows for the half year ended September 30, 2019
(Rs. In Crores
Particulars Half Year Ended
September 30, 2019
Half Year Ended
September 30, 2018
Unaudited Unaudited
Net cash flow from operating activities
Net Profit before Tax 337.90 515.25
Operating profit before working capital changes 514.86 631.33
A) Net cash generated from operating activities LAT ALT. 1,235.06
B) Net Cash (used) in Investing Activities (775.16) (437.36)
C) Net cash (used) in financing activities (519.05) (817.63)
Net increase/ (decrease) in cash and cash
equivalents (A+B+C) sca a:
Add: Cash and cash equivalents as at beginning of 40.05 70.38
the year
Cash and cash equivalents as at end of the period 223.01 50.46
VARDHMAN TEXTILES LIMITED
Registered Office : Chandigarh Road, Ludhiana-141010
Statement of Segment Information
Consolidated Unaudited Financial Results for the quarter and half year ended September 30, 2019
(Rs, In Crores)
*kexcludes borrowings, deferred tax liabilities
Quarter Ended Quarter Ended | Half year ended | Half year ended ter End
September 30, i. ‘. a September 30, | September September Yeat Ended
Particulars 2019 2018 tit ls sane | (Unaudited) (Unaudited) (Unaudited) | (Unaudited) | (Unaudited) (Audited)
I, Segment Revenue
Textiles 1,600.77 1,589.62 1,591.79 3,190,39 3,216.81 6,577.51 Acrylic Fibre 82.72 86,28 117.50 169.00 216,95 391,96
Total 1,683.49 1,675.90 1,709.29 3,359.39 3,433.76 6,969.47
Less : Inter Segment Revenue 19,82 25,54 24.19 45,36 48,69 91,55
Net sales/income from operations 1,663.67 1,650.36 1,685.10 3,314.03 3,385.07 6,877.92
II, Segment Results
Profit before tax & interest from each seqment
Textiles 180,60 194,51 282.78 375,11 529,28 1,082.55
Acrylic Fibre 2.81 17,25 13,77 20.06 28,29 28,51 Total 183,41 211,76 296,55 395,17 557,57 1,111.06
Less ; (a) Interest 33,79 37,25 29,22 71,04 62,94 119,65 (b) Other un-allocable expenditure / (income) (13.80) 4,48 (14.50) (9,32) (11,01) (51,40)
(Net of un-allocable (income)/expenditure) Add: Share of Profit/(Loss) of Associates and/or Joint Venture 1,92 2.53 4.61 4,45 9,62 15,93
Total Profit before tax 165.34 172,56 286.44 337,90 515,26 1,058.74
Tax expenses 45,70 51.57 86,23 97,27 152.31 318.19
Net Profit after tax 119,64 120,99 200.21 240,63 362,95 740,55
Less: Non Controlling Interest 3,08 4,91 3,80 7,99 7.41 9,84
Net Profit after taxes, non controlling interest and Share of profit nf nanclates dva/ce loink Venbuth 116,56 116,08 196,41 232,64 355,54 730,71
III, Segment Assets
Textiles* 6,433.65 6,904.19 5,584.44 6,433.65 5,584.44 7,124.50
Acrylic Fibre 170.54 147,31 170.85 170,54 170,85 146,00
Total Segment Assets 6,604.19 7,051.50 5,755.29 6,604.19 5,755.29 7,270.50
Un-allocated 2,191.14 L 711,98] - 2,338.83 2,191.14 2,338.83 1,745.72 Total Assets 8,795.33 8,763.48 8,094.12 8,795.33 8,094.12 9,016.22
IV, Segment Liabilities**
Textiles 530,17 523,55 601,45 530,17 601.45 523,63 Acrylic Fibre 61,05 60.04 99,12 61.05 99,12 75.97
Total Seqment Liabilities 591.22 583,59 700,57 591,22 700.57 599,60
Un-allocated 188,14 97,88 166,40 188,14 166,40 111,12
Total Liabilities 779,36 681,47 866.97 779,36 866.97 710,72
* Includes Capital Work in Progess and Capital Advances 265.76 511,18 449,91 265,76 449,91 308.60
/
VARDHMAN TEXTILES LIMITED
Registered Office : Chandigarh Road, Ludhiana-141010
NOTES :
1, The consolidated financial results includes result of all its - (i) Subsidiaries - viz Vardhman Acrylics Limited, VMT Spinning Company Limited, VTL Investments Limited, and Vardhman Nisshinbo Garments Company Limited (Joint Venture upto January 22, 2019) and (ii) Associates - viz Vardhman Yarns and Threads Limited, Vardhman Special Steels Limited and Vardhman Spinning and General Mills Limited,
2 Effective April 1, 2019, the Group has adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the modified retrospective method along with the transition option to
recognise Right of Use asset (ROU) at an amount equal to the lease liability, Accordingly, comparatives for the quarters and half year ended September 30, 2018 and year ended March 31, 2019 have not been
retrospectively adjusted, On transition, "Right of use asset" of Rs, 0.15 crore and a corresponding "Lease Liabilities" of Rs. 0.15 crore has been recognised as at April 1, 2019, Further, in respect of leases which
were classified as operating leases, applying Ind AS 17, Rs. 20.23 crores has been reclassifed from "Other Assets" to "Right of Use Asset", The effect of this adoption is not material on the profit for the period
and earnings per share.
3 The Board of Directors, in its meeting held on August 13, 2019 has approved a Scheme of Amalgamation (the "Scheme") under Sections 230 to 232 of the Companies Act, 2013 (‘the 2013 Act’) and other
applicable provisions of the 2013 Act, as per pooling of interest method, between the Company and its subsidiaries, by the name of Vardhman Acrylics Limited, VMT Spinning Company Limited, VTL
Investments Limited, and Vardhman Nisshinbo Garments Company Limited, The amalgamation will be from April 1, 2020 being the appointed date and is subject to shareholders’ and other statutory approvals,
4, These results have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS') 34 Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time,
5.The Company has issued secured, rated listed Redeemable Non-convertible Debentures (NCDs) aggregating to Rs. 499,80 crores for cash at par on private placement basis on September 8 2017, The NCDs are listed at the Bombay Stock Exchange of India (BSE) and comprise of three series repayable in third, fourth and fifth years and have an overall yield of 7.69% per annum,
CRISIL has assigned a rating of AA+ with Stable outlook to the said NCDs of the Company on December 28,2018, These NCDs are secured by way of a first pari passu charge over the immovable and movable fixed assets of the Company and it should have fixed asset cover of more than 1.05 times of outstanding amount of NCDs.The Fixed Asset coverage ratio as on September 30, 2019 is 2.26 times,
6.During the half year ended September 30, 2019, the Company has issued 20,000 equity shares under Employee Stock Options Scheme at Rs. 815 per share, As a result of above, the paid up equity share capital of the Company has increased from Rs, 57,48 crores to Rs, 57.50 crores,
7 Financial Results has been reviewed by the Audit Committee at its meeting held on November 07, 2019 and approved by the Board of Directors at its meeting held on November 08, 2019. The limited review as required under Regulation 33 of SEBI ( Listing Obligation and Disclosure Requirements) Regulations, 2015, has been completed by the Statutory Auditors,
8,0n September 20, 2019, the Government of India, vide the Taxation Laws (Amendment) Ordinance 2019, inserted Section L15BAA in the Income Tax Act, 1961, which provides domestic companies an option
to pay corporate tax at reduced rate effective April 01, 2019, subject to certain conditions. The Group is currently in the process of evaluating this option,
For Vardhman Textiles Limited
§.P Oswal
Chairman and Managaing Director Place : Ludhiana
Date : November 08, 2019
Chartered A tant: Deloitte 7" Floor, Building 10, Tower B - DLF Cyber City Complex
DLF City Ph -H Haskins & Sells LLP DLE City Phase tt : Haryana, India
Tel: +91 124 679 2000 Fax: +91 124 679 2012
INDEPENDENT AUDITOR’S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS |
TO THE BOARD OF DIRECTORS OF VARDHMAN TEXTILES LIMITED
1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of VARDHMAN TEXTILES LIMITED (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net profit after tax and total comprehensive income of its associates for the quarter and half year ended September 30, 2019 (“the Statement”) being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
2. This Statement, which is the responsibility of the Parent’s Management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Parent’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.
4. The Statement includes the results of the following entities:
Name of the Entity Relationship Vardhman Acrylics Limited Subsidiary company VMT Spinning Company Limited Wholly owned subsidiary
company VTL Investments Limited Wholly owned = subsidiary
company Vardhman Nisshinbo Garments Company Limited Wholly owned = subsidiary
company Vardhman Yarn and Threads Limited Associate company Vardhman Special Steels Limited Associate company Vardhman Spinning and General Mills Limited Associate company
5. Based on our review conducted and procedures performed as stated in Paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in Paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles. laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and
~ Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be «\ disclosed, or that it contains any material misstatement.
o\. ndiabulls Finance Centre, Tower 3, 27" - 32™ Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India.
(LLP Identification No. AAB-8737)
Deloitte Haskins & Sells LLP
6. We did not review the interim financial results of one subsidiary included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. 470.55 crores as at September 30, 2019, total revenues of Rs. 89.47 crores and Rs 180.44 crores for the quarter and half year ended September 30, 2019 respectively, total net profit after tax of Rs. 10.67 crores and Rs. 27.46 crores for the quarter and half year ended September 30, 2019 and total comprehensive income of Rs. 10.67 comprehensive loss of Rs. 0.87 crore and Rs. 0.58 crore for the quarter and half year ended September 30, 2019 respectively, as considered in the Statement, in respect of one associate, whose interim financial results have not been reviewed by us. These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiary and associate, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.
.
| Our conclusion on the Statement iS not modified in respect of these matters.
| 7. The consolidated unaudited financial results includes the interim financial results of three subsidiaries which have not been reviewed by their auditors, whose interim financial results reflect total assets of Rs.
September 30, 2019 respectively and net cash inflow of Rs. 1.25 crores for the half year ended September 30, 2019, as considered in the Statement. The consolidated unaudited financial} results also half year ended September 30, 2019 respectively and total comprehensive income of Rs. 2.80 crores and Rs. 5.03 crores for the quarter and half year ended September 30, 2019 respectively, as considered in the Statement, in respect of two associates, based on their interim financial information which have not been reviewed by their auditors. According to the information and explanations given to us by the Management, these interim financial information are not material to the Group.
Our Conclusion on the Statement is not modified in respect of our reliance on the interim financial results certified by the Management.
For DELOITTE HASKINS & SELLS LLP Chartered Accountants
(Firm’s Registration No. 1173 »SW/W-100018) i x ¥
i wy x \
| +
(Partner) | (Membership No. 105546) UDIN:/9} 0 | URUGRAM, NOVEMBER 8, 2019 | lOSSU6ARARET R634
SBICAP SBICAP Trustee Company Ltd. Trustee
Ref.no.2.303 /SBICTCL/DT/2019-20 Date: 08'" November 2019
To,
VARDHMAN TEXTILES LIMITED
Vardhman Premises,
Chandigarh Road, Ludhiana
Kind Attention: Mr. Akshay Jain
Sub:-Certificate u/r_ 52(5) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, for NCDs aggregating to Rs 499.80 Crores by Vardhman Textiles
Ltd (“Issuer”), for the half year ended 30% September 2019.
Dear Sir/ Madam,
We are acting as Debenture Trustee for the captioned Debenture Issues. Pursuant to Regulation 52(4) read with Regulation 52(5) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the issuer is required to submit its half yearly financial results with a certificate of Debenture Trustee, that the Debenture Trustee has noted the
contents furnished by the issuer as per the Regulation 52(4).
In pursuance thereof we hereby confirm that we have received the said information vide your
email dated November 8, 2019 along with the relevant/ necessary supporting and we have noted the contents of the financial results furnished by the issuer as per the Regulation 52(4) of the Regulations.
Yours faithfully, For SBICAP Trustee Company Limited
Authorised Signatory
& www.sbicaptrusiee.com Corporate Office : Registered Office ;
+91 22 4302 5566 Apeejay House, 6th Floor, 202, Maker Tower E,
+91 22 4302 5555 3, Dinshaw Wachha Road, Cuffe Parade, Mumbai - 400 005,
(i +91 22 2204 0465 Churchgate, Mumbai, CIN : U65997MH2005PLC 158386
«a heipdesk@sbicaptrustee.com Pin - 400 020.
A Group Company of SBI
top related