Annual Report 2018-19 2 - Maharaja Shree Umaid Mills Ltd.severally authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to

Annual Report 2018-19 2

Board of Directors :Mr. LN BANGUR, Chairman & Managing Director

Mrs. ALKA DEVI BANGUR, DirectorMr. YOGESH BANGUR, Deputy Managing DirectorMr. CHANDRAVADAN DESAI, Independent Director

Mr. AMITAV KOTHARI, Independent DirectorMr. RAJIV KAPASI, Independent Director

Chief Financial Officer :Mr. SHYAM MAHESHWARI

Company Secretary :Mr. PRINCE KUMAR

Statutory Auditors :M/s SINGHI & CO.

UNIT NO.1704, 17TH FLOOR, TOWER B, WORLD TRADE TOWER, DND FLYWAY, C-01, SECTOR-16,

NOIDA-201301, GAUTAMBUDH NAGAR, U.P.

Internal Auditors :ERNST & YOUNG LLP

OVAL OFFICE, 18, ILAB CENTRE, HITECH CITY, MADHAPUR, HYDERABAD – 500 081

Bankers :STATE BANK OF INDIA

IDBI BANK LTD.ICICI BANK LTD.

BANK OF BARODA

Regd. Office :‘‘KRISHNA’’, R.No. 706, 7th FLOOR, 224, AJC BOSE ROAD, KOLKATA – 700017 (W.B.)

Phone : +91-33-22230016, Fax : +91-33-22231569, E-mail : [email protected] : www.msumindia.com, CIN : U17124WB1939PLC128650

Head Office and Works :JODHPUR ROAD, PALI – 306 401 (Rajasthan)

Phone : +91-2932-220286/288, Fax: +91-2932-221333, Email : [email protected]

Important Communication to Members on Green InitiativeThe Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronicholdings, with their respective Depository Participants.Members who hold shares in physical form are requested to download the “E- Communication Registration Form” from our website: www.msumindia.com under “financials” and send the duly filled-in and signed form to Company Secretary, Maharaja Shree Umaid Mills Limited, Krishna, R.No. 706, 7th Floor, 224, AJC Bose Road, Kolkata-700017 (W.B.)

3 Annual Report 2018-19

CMD’s Communique’

Dear Fellow ShareholdersWe have entered into the resurgence phase wherein our strategy is being implemented in phased manner to overcome the ailing financial and operational performance of the company.Company’s financial performance has been improved considerably with the help of continuous efforts made towards resurgence. Increase in turnover, better product mix to yield maximum contribution, optimization of human resources, better utilization of plant capacity and good marketing strategy were the key reasons for this improved performance.During the year Company has installed 5.18 MW Solar Power Plant for captive consumption to reduce power costs. It has become operational during the last quarter with satisfactory performance. Company has also taken several steps as a part of revival strategy like upgradation of spinning machinery & humidification plant to increase productivity with better quality, optimum utilization of the weaving plant, improvement of the efficiency of weaving plant with technology advancement and focusing on expansion of market network for its products.The Management is committed to improve Company’s operational and financial performance by achieving its assessed capacity, supply quality products at customer satisfaction, undertaking upgradation programmes, implementing stringent cost control and reduction measures and aggressively marketing of its products.

Thanking you,

LN BangurChairman & Managing Director(DIN – 00012617)

NOTICE TO SHAREHOLDERS


NOTICE TO SHAREHOLDERSNOTICE is hereby given that the 79th Annual General Meeting of the members of MAHARAJA SHREE UMAID MILLS LIMITED will be held at Far Pavillion, The Tollygunge Club Ltd.,120, Deshpran Sasmal Road, Kolkata- 700033 on Monday, the 9th Day of September, 2019 at 1:00 P.M. to transact the following businesses:

ORDINARY BUSINESS1. To receive, consider and adopt:

a. the Annual Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2019 including the Audited Balance Sheet as at 31st March, 2019 and Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon; and

b. the Annual Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2019 including the Audited Balance Sheet as at 31st March, 2019 and Statement of Profit & Loss for the year ended on that date and the Report of the Auditors thereon.

2. To appoint a Director in place of Mrs. Alka Devi Bangur (DIN:00012894), who retires by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment.

3. To ratify the appointment of M/s Singhi & Co., Chartered Accountants (Firm Registration Number: 302049E) as Statutory Auditors of the Company for the Financial Year 2019-20 and to fix their remuneration and in this regard to consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the appointment of M/s Singhi & Co., Chartered Accountants (Firm Registration Number: 302049E), be and is hereby ratified as Statutory Auditors to hold office from conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company at such remuneration and other terms and conditions as may be decided by the Board of Directors of the Company based on recommendations of the Audit Committee.”

SPECIAL BUSINESS:4. Re-appointment of Mr. Amitav Kothari as an Independent Non-Executive Director To consider and, if thought fit, to pass with or without modification, the following resolution as

a SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other

applicable provisions of the Companies Act, 2013 (“Act”) and relevant rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. Amitav Kothari [DIN: 01097705], Independent Non-Executive Director of the Company , in respect of whom the Company has received requisite declaration that he meets the criteria of independence as provided in Section 149(6) of the Act, as amended from time to time and who is eligible for reappointment, be and is hereby appointed as Independent Non-Executive Director of the Company for a second term of five consecutive years with effect from 9th September, 2019 and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and are hereby severally authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this resolution and matters incidental thereto”.


NOTICE TO SHAREHOLDERS5. Appointment of Cost Auditor To consider and, if thought fit, to pass with or without modification, the following resolution as

an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable

provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the Cost Accounting Records of the Textile Unit of the Company for the financial year ending March 31, 2020, be paid a Consolidated Remuneration of Rs. 40,000/- (Rupees Forty Thousand only) plus service tax as applicable and, exclusive of out of pocket expenses, if any, incurred during their course of assignment, which shall be reimbursed separately;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby severally authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board For MAHARAJA SHREE UMAID MILLS LTD.Kolkata (Prince Kumar)May 20, 2019 COMPANY SECRETARY



NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED, SIGNED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. (a) A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or member.

(b) The proxy holder shall prove his identity at the time of attending the Meeting. When a member appoints a proxy and both the member and proxy attend the Meeting, the proxy stands automatically revoked. Requisition for inspection of proxies shall have to be made in writing by members entitled to vote on any resolution three days before the commencement of the meeting. Proxies shall be made available for inspection during twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting

3. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out the material facts concerning each Item of Special Business to be transacted at the Meeting is annexed hereto and forms part of the Notice. The route map containing the complete particulars of the venue is also attached to the Notice.

4. Only registered members of the Company or any proxy appointed by such registered member may attend and vote at the meeting as provided under the provisions of the Companies Act, 2013. In case any shareholder has voted electronically, then he/she can participate in the meeting but not vote.

5. In case of joint holders attending the meeting, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

6. The relevant documents referred to in this Notice and Explanatory Statement are open for inspection in physical form at the meeting and such documents will also be available for inspection at the registered office of the Company during normal business hours on any working day before the date of AGM and also at the AGM.

7. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 read with Rules made thereunder will be available for inspection at the AGM. Members who require communication in physical form in addition to e-communication, may write to us at [email protected]

8. The Notice and Annual Report of the Company for the year ended 31st March, 2019 is uploaded on the Company’s website at www.msumindia.com and may be accessed by the members. Members are requested to bring their copy of the Annual Report to the Meeting.

9. The Register of Members and Share Transfer Books of the Company will remain closed from 3rd September, 2019 to 9th September, 2019 (both days inclusive) for the purpose of Annual General Meeting.

10. Corporate Members are requested to send a duly certified copy of the Board Resolution pursuant to section 113 of the Companies Act, 2013 authorizing their representative(s) to attend and vote at the Annual General Meeting.

11. Members holding shares in physical form are requested to intimate change in their registered address mentioning full address in block letters with Pin code of the Post Office, mandate, bank particulars and Permanent Account Number (PAN) to the Company’s Registrar and

mailto:[email protected]

http://www.msumindia.com


NOTICE TO SHAREHOLDERSShare Transfer Agent and in case of members holding their shares in electronic form, this information should be given to their Depository Participants immediately.

12. Pursuant to Section 72 of the Companies Act, 2013 and Rules made thereunder, Members holding shares in physical form and desirous of making/changing nomination in respect of their shareholding in the Company, are requested to submit the prescribed form SH -13 (Nomination Form) or SH-14 (Cancellation or Variation of Nomination), as applicable and deposit the same with the Company or its RTA. Members holding shares in demat form may contact their respective DP for recording Nomination in respect of their shares.

13. The Company has entered into necessary arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable the Members to dematerialize their shareholding in the Company for which they may contact the Depository Participant of either of the above Depositories.

14. The Ministry of Corporate Affairs vide its Circular Nos.17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has undertaken a ‘Green Initiative’ and allowed Companies to share documents with its shareholders through electronic mode. Members are requested to support this Green Initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialized form with Depository Participants and in respect of shares held in physical form with the Company’s Registrar and Share Transfer Agent, i.e. M/s. Maheshwari Datamatics Private Limited, 23, R N Mukherjee Road, Kolkata – 700 001 at [email protected] .

15. Members are requested to bring their attendance slip duly completed and signed, to be handed over at the entrance of the meeting hall. Members are also requested to bring their copy of Annual Report at the meeting.

16. Members desirous of obtaining any relevant information with regard to the accounts of the Company at the Meeting are requested to send their requests to the Company at least 7 (seven) days before the date of the Meeting, so as to enable the Company to keep the information ready.

17. Pursuant to Section 124 and 125 of the Companies Act, 2013, the Company has transferred on due dates the Unclaimed/unpaid dividends upto financial year 2010-11 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Members who have not encashed the dividend warrant(s), so far for the financial year ended March 31, 2012, or any subsequent financial years are requested to make their claims to the Registrar & Share Transfer Agent of the Company. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 14.09.2018 (date of the last Annual General Meeting) on the website of the Company at www.msumindia.com and also on the website of the Ministry of Corporate Affairs.

18. Electronic copy of the Annual Report including Notice of the 79th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with attendance slip and Proxy Form are being sent to all the members whose email IDs are registered with Company/Depository Participants. Members other than above, physical copy of the Annual Report including Notice of the 79th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with attendance slip and Proxy Form are being sent in the permitted mode.

19. Members who have not registered their e-mail address so far, are requested to register their e-mail address for receiving all communications from the Company electronically.

20. Members holding Shares of the Company in physical form through multiple folios in identical names or joint accounts in the same order of names are requested to consolidate their shareholding into single folio, by sending their original share certificates along with a request letter to consolidate their shareholding into one single folio, to the Registrar & Share Transfer Agent of the Company.

21. Information to Members as prescribed in Secretarial Standard - 2 in respect of reappointment, is given at Annexure –A to this notice.





22. In terms of the erstwhile provisions of section 139(1) of the Companies Act, 2013, companies are required to place the matter relating to ratification of appointment of Statutory Auditor of the Company for approval of shareholders at every AGM. Further, in terms of the Companies (Amendment) Act, 2017, issued by the Ministry of Corporate Affairs vide its Notification dated 7th May, 2018, no further ratification of appointment of Auditors is required by the members at every AGM.

Therefore, the requirement of ratification is not applicable on the Company. However, the Company has appointed M/s Singhi & Co., as the Statutory Auditor of the Company, for a term of 5 years till the conclusion of the 80th AGM of the Company, subject to the ratification of such appointment by the shareholders at every AGM, hence, the Company is continuing to ratify their appointment in the AGM till the completion of their tenure.

23. E-voting:

(a) In Compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Rules, 2015 w.e.f. 19th March, 2015, the Company is pleased to provide its members the facility of ‘remote e-voting’ (e-voting from a place other than venue of the AGM) to exercise their right to vote on resolutions proposed to be passed at the 79th Annual General Meeting (AGM) by electronic means and the business may be transacted through E-voting Services provided by Central Depository Services (India) Limited (CDSL).

(b) The facility of voting through ballot or polling paper shall be made available for the members at the Meeting who have not been able to vote electronically and who are attending the Meeting. The members who have casted their vote electronically would be entitled to attend the Meeting but would not be permitted to cast their vote again at the Meeting. The facility to vote by electronic voting system will not be provided at the Meeting.

(c) The instructions for shareholders voting electronically are as under:(i) The remote e-voting period begins on 6th September, 2019 at 10.00 A.M. and

ends on 8th September, 2019 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 2nd September, 2019, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted through remote e-voting prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on Shareholders.(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.(vi) Next enter the Image Verification as displayed and Click on Login.(vii) If you are holding shares in demat form and had logged on to www.evotingindia.

com and voted on an earlier voting of any company, then your existing password is to be used.

http://www.evotingindia.com




NOTICE TO SHAREHOLDERS(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.• If both the details are not recorded with the depository or company

please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.(x) Members holding shares in physical form will then directly reach the Company

selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for “MAHARAJA SHREE UMAID MILLS LIMITED”, on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from



Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.)

and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

(xxii) Any person who acquire share and became the member after despatch of Notice and hold shares as of the cut-off dates may obtain the sequence number for remote e-voting by sending a request to the Company’s RTA at [email protected].

(d) The Voting shall be reckoned in proportion to a Member’s share of voting rights on the paid up equity share capital of the Company as on the cut-off date of 2nd September, 2019. A person who is not a member as on the cut-off date should treat this Notice for information purposes only.

(e) The Board of Directors of the Company at their meeting held on 20th May, 2019 has appointed, M/s Vinod Kothari & Co., Practising Company Secretaries as the Scrutinizer to scrutinize the remote e-voting process and the Ballot/Polling paper received at the meeting, in fair and transparent manner.

(f) The Chairman shall, at the Meeting, at the need of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot or polling paper for all those Members who are present at the Meeting but have not cast their votes by availing the remote e-voting facility.

(g) Scrutinizer shall, immediately after the conclusion of the Meeting will first count the votes cast at the Meeting and thereafter unblock the votes in the presence of at least two witnesses not in the employment of the Company and within a period not later than three days of the conclusion of the Meeting make a consolidated scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman of the Company or any other person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

(h) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.msumindia.com and on the website of CDSL www.evotingindia.com and shall also be displayed on the Notice Board of the Company at its Registered Office immediately after the declaration of result by the Chairman or a person authorized by him.












NOTICE TO SHAREHOLDERS EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 4 & 5 of the accompanying Notice.

Item No. 4Mr. Amitav Kothari [DIN: 01097705] was appointed as an Independent Non- Executive Director of the Company by the members at the 74th Annual General Meeting (“AGM”) of the Company held on 10th September, 2014 for a period of five consecutive years commencing from 10th September, 2014 up to the 79th Annual General Meeting of the Company.As per the provisions of Section 149(10) of the Act, an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company.The performance evaluation of Mr. Amitav Kothari, Independent Director, was done on various parameters, such as, requisite skills, competence, experience and knowledge of the regulatory requirements relating to governance, such as, roles and responsibilities under the Code for Independent Directors, the Act etc. The result of the said evaluation was found to be satisfactory.The Board, based on the performance evaluation carried out by it and also based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act, Mr. Kothari, being eligible for re-appointment as an Independent Director and offering himself for re-appointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years with effect from 9th September, 2019.The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. He has also given his consent to continue to act as Director of the Company, if so appointed by the members.In the opinion of the Board, Mr. Kothari fulfils the conditions specified under Section 149 (6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 for his reappointment as an Independent Non-Executive Director of the Company and is independent of the management. Copy of the draft letter for appointment of Mr. Kothari as an Independent Non-Executive Director setting out terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day before the date of AGM and also at the AGM .The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Kothari as an Independent Director. Accordingly, a brief resume of Mr. Kothari, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships/chairmanships of Board Committees, shareholding and relationships between Directors inter-se, etc., as required under Secretarial Standard -2, are given in a annexure, annexed hereto and marked as “Annexure-A”.Accordingly, consent of the members is sought for passing a Special Resolution in relation to re-appointment of Mr. Kothari as an Independent Director for another term of five consecutive years with effect from 9th September, 2019 for the approval by the shareholders of the Company.Except Mr. Kothari, being an appointee and his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the proposed resolution set out at Item No. 4 of the accompanying Notice of the AGM. The Board recommends the resolution set forth in Item No. 4, for the approval of members as a Special Resolution.

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do



Item No. 5The Board at their meeting held on 20th May, 2019 subject to the approval of the Central Government, has appointed M/s K. G. Goyal & Associates, Cost Accountants, Jaipur, who are eligible for appointment as Cost Auditor in terms of section 141 read with section 148 of the Companies Act, 2013 as Cost Auditors to conduct audit of Cost Accounting Records of Textile Unit of the Company for the financial year ending on 31st March, 2020 on a remuneration of Rs. 40,000/- (Rupees Forty Thousand only) plus service tax as applicable and, exclusive of out of pocket expenses incurred, if any, which shall be reimbursed separately.In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified subsequently by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2020. None of the Directors or Key Managerial Personnel of the Company, and/or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution. The Board recommends the resolution set forth in Item No. 5, for the approval of members as an Ordinary Resolution. By Order of the Board For MAHARAJA SHREE UMAID MILLS LTD.Kolkata (Prince Kumar)May 20, 2019 COMPANY SECRETARY


NOTICE TO SHAREHOLDERSANNEXURE A

Details of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting (Pursuant to Secretarial Standards 2 (SS- 2 on General Meetings)

Name of Director Mrs. Alka Devi Bangur Mr. Amitav Kothari DIN: 00012894 01097705Age / Date of Birth 65 year / 28.11.1954 67 Year /10.12.1952Date of First Appointment on the Board

30.11.1996 22.01.2007

Expertise in Specific functional areas

Industrialist Banking & Financial Services

Qualifications MBA M.Com, LLB, FICA, FCA Terms and condition of appointment/ re-appointment

Director liable to retire by rotation and eligible for reappointment

As per Item No. 4 of explanatory statement

Remuneration last drawn by such person, if applicable

NA NA

List of outside directorship held excluding alternate directorship

1. The Peria Karamalai Tea and Produce Company Limited.

2. Rupa & Company Ltd3. Apurva Export Pvt. Ltd4. The Marwar Textiles

(Agency) Private Limited5. Mugneeram Ramcoowar

Bangur Charitable & Religious Company

1. West Coast Paper Mills Limited2. Kanoria Chemicals & Industries

Ltd3. Kiran Vyapar Limited

Chairman/ Member of the Committees of the Board of Directors of the Company

Chairman of Stakeholders Relationship Committee and Member of Audit Committee

Member of Audit Committee and Nomination & Remuneration Committee

Chairman/ Member of the Committees of the Board of Directors of other companies in which he/she is a director

NIL Kiran Vyapar LimitedChairman of Audit CommitteeWest Coast Paper Mills LimitedMember of Audit Committee & Stakeholders Relationship CommitteeKanoria Chemicals & Industries LtdChairman of Audit Committee & Member of Stakeholders Relationship Committee

No. of Equity shares held in the Company

1255000 NIL

Number of Board Meetings attended during FY 2018-19

4 (four) 4 (four)

Relationship with other Directors, Manager and other Key Managerial Persons of the Company

Spouse of Mr. Lakshmi Niwas Bangur, Chairman & Managing Director and Mother of Mr. Yogesh Bangur, Deputy Managing Director.

None



ROAD MAP OF VENUE OF 79TH ANNUAL GENERAL MEETING


DIRECTOR'S REPORTDIRECTORS’ REPORT

Dear Shareholders, Your Directors have pleasure to present the 79th Annual Report together with the Audited Financial Statements of the Company for the year ended on 31st March 2019.

1. FINANCIAL RESULTS The Financial Results are given

hereunder:

(Rs in lacs)

ParticularsYear

ended on 31.03.2019

Year ended on

31.03.2018

Total Revenue 48356 45476Gross Profit/(Loss) before depreciation & amortisation expense and finance cost

4501 1485

Finance Cost 3551 3647Cash Profit/(Loss) before depreciation & amortisation expense and taxes

950 (2162)

Depreciation & Amortisation Expense

1877 1962

Profit/(Loss) before Extraordinary Items

(927) (4124)

Extraordinary & Exceptional Items

- -

Profit/(Loss) before taxes (927) (4124)Provision for taxes (460) (575)Profit/(Loss) after tax for the period

(467) (3549)

Other Comprehensive Income

(3.58) 68.10

Total Comprehensive Income

(470.86) (3480.74)

AppropriationsProfit/(Loss) after tax for the period

(467) (3549)

Balance brought forward from previous year

34192 37741

Profit available for appropriation 33725 34192

Proposed Dividend - -Tax on Proposed Dividend - -Transferred to General Reserve

- -

Balance carried to Balance Sheet

33725 34192

Earning per equity share:Basic (1.08) (8.21)Diluted (1.08) (8.21)

Basis of preparation of financial statements:

The financial statements of the Company comply with all material aspects with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India.

2. BRIEF DESCRIPTION OF THE COMPANY’S OPERATIONS DURING THE YEAR AND FUTURE OUTLOOK

During the year, the Company’s performance has vastly improved as compared to preceding financial year. The turnover has increased from Rs. 451.54 Crores in FY 2017-18 to Rs. 474.80 Crores in FY 2018-19. Strategic and operational decisions taken by the Management in the previous years have started showing positive impact and as a result the losses incurred by the Company during FY 2018-19 have reduced substantially as compared to the preceding financial year. The Company has achieved Cash Profit of Rs. 9.50 Crores and Net Loss incurred Rs. 4.67 Crores in the FY 2018-19 as against Cash Loss of Rs. 21.62 Crores and Net Loss of Rs. 35.49 Crores for the FY 2017-18.

Company has installed 5.18 MW Solar Power Plant with in its plant area at Pali for captive consumption of power. The Solar Power Plant became operational during the year with satisfactory performance.

Company is focussing on its inherent strengths and taking prudent decisions for improvement of financial performance. As a measure of the strategic planning, the Company has taken several operational and marketing initiatives such as Upgradation of Spinning and Weaving machineries, exploration of new markets for its products, enhancement of marketing network etc.

The Management is committed to achieve its valued capacity, supply quality products by improving operational efficiency, undertaking upgradation programmes, adopting stringent cost control and reduction measures and aggressively marketing of its products thereby aiming

DIRECTOR'S REPORT


to substantially improve its operational and financial performance.

3. DIVIDEND AND RESERVES Due to loss during the year under review,

the Directors do not recommend any dividend for the Financial Year ended on 31st March, 2019.

The Board has not proposed any transfer to reserve for the F.Y 2018-19.

4. SHARE CAPITAL During the year under review, the

Authorised Share Capital of the Company has been increased from Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided into 5,00,00,000/- (Five Crores) Equity Shares of Rs. 10/- each to Rs. 60,00,00,000 (Rupees Sixty Crores Only) divided into 6,00,00,000/- (Six Crores) Equity Shares of Rs. 10/- each w.e.f. 25th March, 2019 by creation of additional 1,00,00,000 (One Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari-passu in all respect with the existing Equity Shares of the Company.

The Paid up Equity Share Capital of the Company has been increased from Rs. 43,20,00,000/-(Rupees Forty Three Crores Twenty Lacs Only) divided into 4,32,00,000/- (Four Crores Thirty Two Lacs) Equity Shares of Rs. 10/- each to Rs. 57,01,21,550/-(Rupees Fifty Seven Crores One Lacs Twenty One Thousand Five hundred and Fifty Only) divided into 5,70,12,155 (Five Crores Seventy Lacs Twelve Thousand One Hundred Fifty Five) Equity Shares of Rs. 10/- each by issue of 1,38,12,155 equity shares by way of preferential allotment to the Holding Company, Placid Limited.

During the year under review, the Company neither issued shares with differential voting rights nor granted any stock options or sweat equity as on 31st March, 2019.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS

There are no material changes affecting the financial position of the Company which have occurred in between the end of the financial year 2019 and the date of the report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

Kota Establishment has been under closure since 1985 & Honourable Supreme Court of India had upheld the closure during 2011. Subsequently, Government initiated steps for taking over part of the land & not strictly as per the laws of the Land. Company has challenged the decisions of the Government for taking over part of the land. Presently the Company’s petition is pending before the Honourable High Court of Rajasthan.

8. PUBLIC DEPOSITS The Company has not accepted any

deposits from the public/ members under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. HOLDING AND SUBSIDIARIES The Company continued to be a subsidiary

of Placid Limited during the year under review.

During the year under review, the Company had only one Subsidiary MSUM TEXFAB LIMITED. However, the said subsidiary has not started its operations till date.

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company consolidating financial statements of its


DIRECTOR'S REPORTsubsidiary company, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary company as required in Form AOC-1 is also provided in note 44b to the Consolidated Financial Statement and forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements has been placed on the website of the Company at www.msumindia.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company’s registered office.

10. TRANSFER OF SHARES AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 90,690/- for the financial year 2010-11 to IEPF Authority during the financial year 2018-19. Further 3,708 corresponding shares were transferred to IEPF Authority as per the requirement of the IEPF rules.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required under the provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out in the Annexure

‘A’ to this Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on May 29, 2014. The Annual Report on Corporate Social Responsibility (CSR) activities pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in the Annexure ‘B’ to this Report. The Corporate Social Responsibility Policy is placed on the website of the Company at www.msumindia.com.

13. DIRECTORS A) CHANGES IN DIRECTORS AND KEY

MANAGERIAL PERSONNEL Mrs. Alka Devi Bangur (DIN:00012894),

Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment as director liable to retire by rotation. The Board recommend her re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. Prabhat Singhee , Chief Financial Officer of the Company resigned w.e.f 14th May, 2018. The Board placed on record its appreciation of the valuable contribution and guidance provided by Mr. Singhee to the Company.

Mr. Vishesh Singhvi was appointed as Chief Financial Officer of the Company w.e.f 15th May, 2018 and resigned w.e.f. 16th October, 2018. The Board placed on record its appreciation of the valuable contribution and guidance provided by Mr. Singhvi to the Company.

Mr. Shyam Maheshwari has been appointed as Chief Financial Officer of the Company w.e.f. 16th October, 2018.

B) REAPPOINTMENT OF INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 (“the Act”), Mr.




DIRECTOR'S REPORT


Amitav Kothari [DIN: 01097705] was appointed as Independent Non-Executive Directors by the members at the 74th AGM of the Company held on 10th September, 2014 for a period of five consecutive years commencing from 10th September, 2014 upto the 79th Annual General Meeting of the Company. He is eligible for reappointment as Independent Director for another term of five consecutive years. Pursuant to the provisions of the Act, based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the Members through Special Resolution at the ensuing Annual General Meeting for reappointment of Mr. Amitav Kothari as Independent Director for another five consecutive years with effect from 9th September, 2019. Details of Director as required under Secretarial Standard - 2 for the director who are to be re-appointed at the ensuing general meeting has been provided in the Explanatory Statement to the Notice of the ensuing AGM. Mr. Kothari is not disqualified under the provisions of Section 164(2)(a) & (b) of the Act. The above proposal for re-appointment forms part of the Notice of the 79th Annual General Meeting of the Company.

C) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from the Independent Director(s) of the Company declaring that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

D) PERFORMANCE EVALUATION Pursuant to the provisions of Companies

Act, 2013, your Company has adopted the Remuneration Policy with comprehensive procedure on performance evaluation.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the

Board as a collective body, included parameters like qualification and diversity of Board members, method and criteria for selection of independent directors to ensure independence, availability, appropriateness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long –term strategic planning etc. Based on these criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of Board, its Committee, Chairman and individual Directors, in their separate meeting held without the participation of other Non-Independent Directors and members of management. Based on their review, the Independent Directors, hold a unanimous opinion that the Non-Independent Directors, including the Chairman to the Board are experts with sufficient knowledge in their respective field of activities.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Kolkata. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, the Board met 5(Five) times viz., on, May15, 2018, September 13, 2018, December 8, 2018, February 11, 2019 and March 28, 2019. The maximum interval between any two

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do


DIRECTOR'S REPORTmeetings did not exceed 120 days.

A separate meeting of Independent Directors of the Company has been also conducted on February 11, 2019.

15. COMMITTEES OF THE BOARD There are currently 4 (Four) Committees

of the Board, as follows:A) Audit CommitteeB) Stakeholders’ Relationship

CommitteeC) Nomination and Remuneration

CommitteeD) Corporate Social

Responsibility CommitteeA) AUDIT COMMITTEE The Audit Committee of the Company

comprises of two Independent Directors and one Non-Executive Director. The details are shown below:1. Mr. Rajiv Kapasi, Independent

Director – Chairman of the Committee

2. Mr. Amitav Kothari, Independent Director –Member

3. Mrs. Alka Devi Bangur, Non-Executive Director - Member

The Company Secretary acts as the Secretary of the Committee.

During the year under review, the Committee met 4(four) times viz., on May 15, 2018, September 13, 2018, December 8, 2018 and February 11, 2019. The maximum interval between any two meetings did not exceed 120 days.

All the recommendations made by the Audit Committee during the year under review were accepted by the Board.

B) STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Company comprises of one Non-Executive Director, one Executive Director and one Independent Director. The details are shown below:1. Mrs. Alka Devi Bangur, Non

Executive Director - Chairman2. Mr. Yogesh Bangur, Executive

Director –Member3. Mr. Rajiv Kapasi, Independent

Director - Member

During the year under review, the Committee met 4(four) times viz., on May 15, 2018, September 13, 2018, December 8, 2018 and February 11, 2019. The maximum interval between any two meetings did not exceed 120 days.

C) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of three Independent Directors and one Executive Director.

The details are shown below:1. Mr. L.N.Bangur, Executive

Director –Member2. Mr. Amitav Kothari, Independent

Director –Member3. Mr. C V Desai, Independent

Director - Member 4. Mr. Rajiv Kapasi, Independent

Director - Member During the year under review, the

Committee met 2(two) times viz., on May 15, 2018 and September 13, 2018.

The Nomination and Remuneration Policy of the Company, is appended as Annexure ‘C’ to this Report.

D) CORPORATE SOCIAL RESPONSI-BILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company comprises of two Executive Directors and one Independent Director. The details are shown below:1. Mr. L.N.Bangur, Executive

Director – Chairman2. Mr. Yogesh Bangur, Executive

Director – Member3. Mr. Amitav Kothari, Independent

Director – Member During the year under review, the

Committee met on May 15, 2018.

16. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return for the

Financial Year ended on March 31, 2019 in Form No. MGT – 9 is enclosed as Annexure ‘D’ of this Report.

17. RISK MANAGEMENT The Company has in place a mechanism

to identify, assess, monitor and mitigate

DIRECTOR'S REPORT


various risks that may impact key business objectives of the Company.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. As on the date of the Report, the Board has not identified any risks which may threaten the existence of the Company.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid adequate internal financial controls, commensurate with the nature, scale and complexity of its operations, in view of the following:i. Systems have been laid to ensure

that all transactions are executed in accordance with management’s general and specific authorization. There are well-laid manuals for such general or specific authorisation.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

iii. Access to assets is permitted only in accordance with management’s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

iv. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

v. Proper Systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company’s policies.

The internal auditor monitors and evaluates the efficacy and adequacy of the

internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has established a Vigil Mechanism for directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 to report concerns about unethical behaviour, wrongful conduct and violation of Company’s Code of conduct or ethics policy. The Whistle Blower Policy has also been posted on the website of the Company at www.msumindia.com.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The loan given, guarantee given and investment made by the Company during the financial year ended March 31, 2019 are within the limits prescribed under Section 186 of the Act. Further, the details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis and are reviewed by the Audit Committee of the Board.

During the year under review, the Company has not entered into contracts or arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, no



DIRECTOR'S REPORTtransactions are reported in Form no. AOC – 2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules, 2014.

The Policy on Related Party transactions as approved by the Board has been posted on the website of the Company at www.msumindia.com. Further, suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statements.

22. STATUTORY AUDITORS M/s. Singhi & Co., Chartered Accountants

(Firm Regn. No.: 302049E), have been appointed as the Statutory Auditors of the Company for a period of 5 (five) financial years i.e. from the conclusion of the 75th Annual General Meeting till the conclusion of the 80th Annual General Meeting of the Company, subject to ratification by shareholders at every Annual General Meeting of the Company.

The Company has received letter from M/s Singhi & Co., Statutory Auditors giving their consent to continue to act as Statutory Auditors of the Company and a certificate stating that their appointment would be in compliance with the applicable provisions of the Companies Act, 2013 and allied rules framed thereunder.

The Board now recommends for ratification of the appointment of M/s Singhi & Co., Chartered Accountants (Firm Regn. No.: 302049E), by the shareholders at the ensuing Annual General Meeting for the Financial Year 2019-20.

23. AUDITORS’ REPORT The Notes on Financial Statements

referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for further clarification.

The Auditors Report does not contain any qualification, reservation or adverse remark.

24. COST AUDIT Pursuant to Section 148 of the Companies

Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost accounting records maintained by the Company in respect of Textile Unit are required to be audited. Your Directors had, on the recommendation

of the Audit Committee, appointed K G Goyal & Associates, Cost Accountants, to audit the cost accounting records of Textile Unit for the Financial Year 2019-20 on a consolidated remuneration of Rs. 40,000/- (excluding applicable taxes).

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before members in the ensuing Annual General Meeting for their ratification. Accordingly a resolution seeking member’s ratification for the remuneration payable to K G Goyal & Associates, Cost Auditors, is included in the notice convening Annual General Meeting of the Company.

25. SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section

204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Vinod Kothari & Company, Practising Company Secretaries, (UIN No. P1996WB042300) to conduct the Secretarial Audit and their Report on the Secretarial Audit for the Financial Year 2018-19 in Form MR-3, is appended to this Report as Annexure ‘E’.

There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in the enclosed Secretarial Audit Report for the year under review.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c)and Section 134(5) of the Companies Act, 2013:(a) that in the preparation of the

Annual Accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies have been selected and applied consistently and judgments and


DIRECTOR'S REPORT


estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls are in place to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

27. FRAUD REPORTING There have been no frauds reported

by the auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013 other than those reported to Central Government as per Companies Amendment Act, 2015.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place policy on Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any compliant from any employee during the financial year 2018-19.

29. SECRETARIAL STANDARDS The Company complies with all applicable

secretarial standards.

30. ACKNOWLEDGEMENT The Directors express their gratitude to

Financial Institutions, Banks and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank all business associates and all stakeholders for the confidence reposed by them in the Company. The Directors place on records their sincere appreciation to employees of the Company for their unstinted commitment and continued contribution to the Company and hope that they will maintain their commitment to excel in the time to come.

ANNEXURE AParticulars of Conservation of energy, Technology absorption and Foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, forming part of the Directors’ Report for the year ended March 31, 2019.

A. CONSERVATION OF ENERGY The Company has always been conscious of the need for conservation of energy and has

been sensitive in making progress towards this end. Energy conservation measures have been implemented at plant and offices of the Company and special efforts are being put on undertaking specific energy conservation projects like:(i) The steps taken for impact on conservation of energy:

• Replaced conventional tube light with 18 watts LED tube lights (1096 Nos.). Saved power approx. 920 kwh/day.

• Removed additional LED lights from weaving section (387 Nos.). Saved power approx. 166 kwh/day

• Replaced street light from metal halide to LED. Saved power approx. 262 kwh/day.• Replaced 30 kw motor by 22 kw of 3 nos. TFO machines. Saved power approx.

134 kwh/day• Stopped H-plant of old open end area after shifting the 2 nos. open end machine.

Saved power approx. 1019 kwh/day• By utilizing vent air of Centac compressor, Stopped 2 nos. cleaning compressor.

Saved power approx. 1200 kwh/day.• Optimized the Overhead blower working in 72 & 96 Loom section. Saved power

approx. of 576 kwh/day.• By installing of VFD in 2 nos. Hydro extractor. Saved power approx. of 48 kwh/day.• Installed 2 nos. VFD in Thermopack for ID/FD fans. Saved power approx. 170 kwh/

day.• Installed 2 nos. VFD in 10 TPH Boiler for ID/FD fans. Saved power approx. 604

kwh/day.• Installed Solar Power Plant of 5.18 MW during the year, generating avg. 22889

kwh/day, at Zero fuel cost.• Modification in the steam line distribution system from 6” to 4” size from Old

processing to 96 Loom Sizing mc. Saved coal 363 Kg/day.• Increased the recovery of condensate to Boiler resulting, increased the feed water

Temp. Saved the coal 208 Kg/day Apart from the above, replacement of LED street light, installation of VFDs in RF

for suction fan motor, installation of VFD in Luwa plants, modification in 10 TPH boiler for controlling the steam cost and controlling the cost of ETP chemical etc. are continuous ongoing work which is being executed for energy saving & process improvement.

(ii) The steps taken by the Company for utilizing alternate sources of energy: The Company has installed 5.18 MW Solar Power Plant at Pali for its captive power

requirement as Green Energy Initiative.(iii) The capital investment on energy conservation equipment: Rs. 1869.50 Lacs

For and on behalf of the Board MAHARAJA SHREE UMAID MILLS LTD. LN BangurKolkata Chairman & Managing DirectorMay 20, 2019 DIN : 00012617


DIRECTOR'S REPORTANNEXURE A

Particulars of Conservation of energy, Technology absorption and Foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, forming part of the Directors’ Report for the year ended March 31, 2019.

A. CONSERVATION OF ENERGY The Company has always been conscious of the need for conservation of energy and has

been sensitive in making progress towards this end. Energy conservation measures have been implemented at plant and offices of the Company and special efforts are being put on undertaking specific energy conservation projects like:(i) The steps taken for impact on conservation of energy:

• Replaced conventional tube light with 18 watts LED tube lights (1096 Nos.). Saved power approx. 920 kwh/day.

• Removed additional LED lights from weaving section (387 Nos.). Saved power approx. 166 kwh/day

• Replaced street light from metal halide to LED. Saved power approx. 262 kwh/day.• Replaced 30 kw motor by 22 kw of 3 nos. TFO machines. Saved power approx.

134 kwh/day• Stopped H-plant of old open end area after shifting the 2 nos. open end machine.

Saved power approx. 1019 kwh/day• By utilizing vent air of Centac compressor, Stopped 2 nos. cleaning compressor.

Saved power approx. 1200 kwh/day.• Optimized the Overhead blower working in 72 & 96 Loom section. Saved power

approx. of 576 kwh/day.• By installing of VFD in 2 nos. Hydro extractor. Saved power approx. of 48 kwh/day.• Installed 2 nos. VFD in Thermopack for ID/FD fans. Saved power approx. 170 kwh/

day.• Installed 2 nos. VFD in 10 TPH Boiler for ID/FD fans. Saved power approx. 604

kwh/day.• Installed Solar Power Plant of 5.18 MW during the year, generating avg. 22889

kwh/day, at Zero fuel cost.• Modification in the steam line distribution system from 6” to 4” size from Old

processing to 96 Loom Sizing mc. Saved coal 363 Kg/day.• Increased the recovery of condensate to Boiler resulting, increased the feed water

Temp. Saved the coal 208 Kg/day Apart from the above, replacement of LED street light, installation of VFDs in RF

for suction fan motor, installation of VFD in Luwa plants, modification in 10 TPH boiler for controlling the steam cost and controlling the cost of ETP chemical etc. are continuous ongoing work which is being executed for energy saving & process improvement.

(ii) The steps taken by the Company for utilizing alternate sources of energy: The Company has installed 5.18 MW Solar Power Plant at Pali for its captive power

requirement as Green Energy Initiative.(iii) The capital investment on energy conservation equipment: Rs. 1869.50 Lacs

For and on behalf of the Board MAHARAJA SHREE UMAID MILLS LTD. LN BangurKolkata Chairman & Managing DirectorMay 20, 2019 DIN : 00012617

DIRECTOR'S REPORT


B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION(I) Efforts, in brief, made towards technology absorption, adaptation and innovation: The Company has updated the technology of various equipment like Carding Machines,

Drafting Conversion for Speed Frame Machines, and Knotting Machine etc. as a continued modernization process.

(ii) Benefits derived as a result of the above efforts: Quality and productivity improvement, energy conservation, cost reduction, automation,

improvement of efficiency etc. are the benefits derived as a result of the above efforts.(iii) In case of imported technology (imported during the last three years reckoned from

the beginning of the financial year):(a) the details of technology imported Nil(b) the year of import Nil(c) whether the technology been fully absorbed Nil(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Nil

(iv) The expenditure incurred on Research and Development: It is ongoing process for product development and cost reduction, however not recognized

separately.

C. FOREIGN EARNINGS AND OUTGO(i) Activities relating to export, initiatives to increase exports, developments of new

export markets for products and services and export plan: The Company has endeavour to maintain focus and availing export opportunity based on

economic considerations. During the year, the Company has exports (FOB value) worth Rs. 5267.14 lacs to 20 countries across the globe.

(ii) Total foreign exchange Earned and Used:(a) Foreign exchange earnings (FOB) Rs. 5267.14 Lacs(b) Foreign exchange outgo Rs. 379.35 Lacs


DIRECTOR'S REPORTANNEXURE B

Report on Corporate Social Responsibility (CSR) activities[Pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]1. A brief outline on the Company’s CSR policy, including overview of projects or

programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs:

The Company may undertake CSR activities on its own or by pooling the resources into a Company registered under section 8 of the Companies Act 2013 (Act) within its Group. The Company is already engaged in various activities which qualify to be in the nature of CSR activity as defined in the Act.

The web link is: http://www.msumindia.com/Financials/index1.phpThe Company has currently identified the following areas –a) Eradicating hunger, poverty and malnutrition, promoting health care;b) Promoting education;c) Ensuring environmental sustainability;d) Animal welfare and development;e) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the

Central Government ;f) Rural development projects;g) Protection of national heritage, art and culture including restoration of buildings;h) Training to promote rural sports, nationally recognized sports, Paralympic sports and

Olympic sports;i) Contributions or funds provided to technology incubators located within academic

institutions which are approved by the Central Government etc. Notwithstanding the listing of the Priority Projects, the CSR Committee may accept CSR

Projects falling in other areas also, at its discretion.2. The Composition of the CSR Committee :

Mr Lakshmi Niwas Bangur, Chairman & Managing Director, ChairmanMr Amitav Kothari, Independent Director, MemberMr Yogesh Bangur, Deputy Managing Director, Member

3. Average net profit before tax of the company for last three financial years, 2015-16 to 2017-18:

Rs. (4873.28) Lacs.4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): NIL5. Details of CSR spent during the financial year

(a) Total amount to be spent for the financial year : NIL(b) Amount unspent, if any: Nil(c) Manner in which the amount spent during the financial year : N.A.

6. In case the Company has failed to spend the 2% of the average net profit of the last 3 financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board’s report

The Company was not required to spend any amount on CSR during the Financial Year 2018-19.

http://www.msumindia.com/Financials/index1.php

DIRECTOR'S REPORT


7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company

The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Yogesh Bangur L N BangurKolkata Dy. Managing Director Chairman of CSR CommitteeMay 20, 2019 (DIN 02018075) (DIN 00012617)


DIRECTOR'S REPORTANNEXURE C

NOMINATION AND REMUNERATION POLICY1. Preamble

1.1 Sub-section (3) of Section 178 of the Companies Act, 2013 states that the Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

1.2 Section 178 of the Companies Act, 2013 has been made effective from April 1, 2014 by the Central Government by notification no. S.O. 902(E) issued on March 26, 2014. Therefore this Nomination and Remuneration Policy (“the Policy”) has been framed in compliance with the provisions of the Act and Rules made under the Act.

1.3 The Policy provides a framework for remuneration to the members of the Board of Directors (“Board”), Key Managerial Personnel (“KMP”) and the Senior Management Personnel (“SMP”) of the Company (collectively referred to as “Executives”).

The expression ‘‘senior management’’ means employees of Company who are members of its core management team excluding directors comprising all members of management one level below the executive directors, including the functional heads.

1.4 The Members of the Nomination and Remuneration Committee (“the Committee or NRC”) shall be appointed by the Board and shall comprise three or more non-executive directors out of which not less than one-half shall be independent directors. Any fraction in the one-half shall be rounded off to one.

1.5 This Policy will be called “MSUML’s Nomination & Remuneration Policy” and referred to as “the Policy”.

1.6 The Policy will be reviewed at such intervals as the Nomination and Remuneration Committee will deem fit.

2. Objectives2.1 The objectives of the Policy are as follows:

2.1.1 To set criteria for determining qualifications, positive attributes and independence of a director, and remuneration of the Executives.

2.1.2 To enable the Company to attract, retain and motivate highly qualified members for the Board and other executive level to run the Company successfully.

2.1.3 To enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

2.1.4 To ensure that the interests of Board members & senior executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the “pay-for-performance” principle.

2.1.5 To ensure that remuneration to directors, KMP and senior management employees of the Company involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

3. Principles of remuneration3.1 Support for Strategic Objectives: Remuneration and reward frameworks and

decisions shall be developed in a manner that is consistent with, and supports and reinforces the achievement of the Company’s vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

DIRECTOR'S REPORT


3.3 Internal equity: The Company shall remunerate the Executives in terms of their roles within the organisation. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the influence of external remuneration pressures. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Company’s remuneration practices at that time.

3.5 Flexibility: Remuneration and reward shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other laws.

3.6 Performance-Driven Remuneration: The Company shall establish a culture of performance-driven remuneration through the implementation of the Performance Incentive System.

3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.

4. Terms of Reference and Role of the Committee4.1 The Terms of Reference and Role of the Committee as set by the Board of Directors are

as under:4.1.1 Evaluate the current composition and organization of the Board and its

committees in light of requirements established by any Regulatory Body or any other applicable statute, rule or regulation which the Committee deems relevant and to make recommendations to the Board with respect to the appointment, re-appointment and resignation of Independent, Executive and Non-Executive Directors of the Company;

4.1.2 Review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a Director of the Company, as determined by the Committee;

4.1.3 Review and recommend to the Board an appropriate course of action upon the resignation of current Board members, or any planned expansion of the Board, and review the qualifications, experience and fitness for service on the Board of any potential new members of the Board;

4.1.4 Review all stockholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal;

4.1.5 Ensure “fit and proper” status of existing/proposed Directors of the Company in accordance with RBI Circular on Corporate Governance, issued from time to time;

4.1.6 Formulate, administer and supervise the Company’s Stock Option schemes, if any, in accordance with relevant laws;

4.1.7 Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

4.1.8 Ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4.1.9 Ensure that remuneration to Directors, Key Managerial Personnel (KMPs) and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working


DIRECTOR'S REPORTof the Company and its goals;

4.1.10 Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel (KMPs) and other employees of the Company;

4.1.11 Formulate the criteria for evaluation of Independent Directors and the Board;4.1.12 Devise a policy on Board diversity;4.1.13 Identify the persons who are qualified to become Directors and who may be

appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

4.1.14 Deal with such matters as may be referred to by the Board of Directors from time to time;

4.2 The Committee shall:4.2.1 review the ongoing appropriateness and relevance of the Policy;4.2.2 ensure that all provisions regarding disclosure of remuneration, including

pensions, leave encashment, gratuity, etc. are fulfilled;4.2.3 obtain reliable, up-to-date information about remuneration in other companies;4.2.4 ensure that no director or executive is involved in any decisions as to their own

remuneration.4.3 Without prejudice to the generality of the terms of reference as set out above, the

Committee shall:4.3.1 operate the Company’s share option schemes (if any) or other incentives

schemes (if any) as they apply to. It shall recommend to the Board the total aggregate amount of any grants to the Executives including individual limit and make amendments to the terms of such schemes, as the case may be;

4.3.2 liaise with the trustee / custodian of any employee share scheme which is created by the Company for the benefit of employees or Directors.

4.3.3 review the terms of Executives service contracts from time to time.5. Procedure for selection and appointment of the Board Members

5.1 Board membership criteria:5.1.1 The Committee, along with the Board, shall review on an annual basis,

appropriate skills, characteristics and experience required of a Board Member. The objective is to have a Board with diverse background and experience in business, government, academics, technology and in areas that are relevant for the Company’s global operations.

5.1.2 In evaluating the suitability of individual Board members, the Committee shall take into account many factors, including general understanding of the Company’s business dynamics, global business and social perspective, educational and professional background and personal achievements. Directors must possess experience at policy-making and operational levels in large organizations with significant international activities that will indicate their ability to make meaningful contributions to the Board’s discussion and decision-making in the array of complex issues facing the Company.

5.1.3 Director should possess the highest personal and professional ethics, integrity and values. They should be able to balance the legitimate interest and concerns of all the Company’s stakeholders in arriving at decisions, rather than advancing the interests of a particular constituency.

5.1.4 In addition, Directors must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate management’s working as part of a team in an environment of collegiality and trust.

DIRECTOR'S REPORT


5.1.5 The Committee shall evaluate each Director with the objective of having a group that best enables the success of the Company’s business.

5.2 Selection of Board Members/ extending invitation to a potential director to join the Board:

5.2.1 One of the roles of the Committee is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria laid above, ascertain their availability and make suitable recommendations to the Board. The objective is to ensure that the Company’s Board is appropriate at all points of time to be able to take decisions commensurate with the size and scale of operations of the Company. The Committee also identifies suitable candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an existing Board member. Based on the recommendations of the Committee, the Board evaluates the candidate(s) and decides on the selection of the appropriate member.

5.2.2 The Board then shall make an invitation (verbal / written) to the new member to join the Board as a Director. On acceptance of the same, the new Director may be appointed by the Board.

6. Procedure for selection and nomination of KMP and SMPs The Chairman and the Managing Director (MD) along with the Head of Human Resource

(HR) Department, identify and appoint suitable candidates for appointing them as KMPs (excluding Executive Directors) or SMPs of the Company on the basis of their academic, professional qualifications, relevant work experience, skill and other capabilities suitable to the position of concerning KMP or SMP.

Further, in case of KMP (excluding Executive Director) appointment, approval of the Board of Directors / concerned Committee shall be taken in accordance with provisions of relevant Act, statutes, regulations etc. existing as on that date. The appointment and/or removal of KMPs shall be placed before the NRC and / or Board of Directors at regular intervals.

Further, in case of appointment of SMPs (excluding KMPs), the appointment as approved by the MD and Head of the HR Department shall be placed before the NRC at regular intervals.

7. Compensation Structure7.1 Remuneration to Non-Executive Directors: The Non-executive Directors of the Company will be paid remuneration by way of

fees only for attending the meetings of the Board of Directors and its Committees. The fees paid to the Non-executive Directors for attending meetings of Board of Directors shall be such as may be determined by the Board within the limit prescribed under the Companies Act, 2013 which is currently Rs. 100,000/- per meeting i.e. Board or Committee. Beside the sitting fees, they are also entitled to reimbursement of expenses and payment of commission on net profits.

The fees of the Non-executive Directors for attending meetings of Board of Directors and the Committees thereof may be modified from time to time only with the approval of the Board in due compliance of the provisions of Companies Act, 2013 and amended from time to time.

An Independent Director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.

If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company.

7.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel(s) (SMPs)


DIRECTOR'S REPORT The Company has a credible and transparent framework in determining and accounting

for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration shall be governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards. The remuneration determined for MD/WTDs shall be approved by the Board of Directors at a meeting which shall be subject to the approval of members at the next general meeting of the Company and by the Central Government in case such appointment is at variance to the conditions specified in Schedule V of the Companies Act, 2013. As a policy, the Executive Directors are not paid any fees for attending the Board and/or Committee meetings.

If any Director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law, such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company.

A Director who is in receipt of any commission from the Company and who is a managing or whole-time director of the Company may receive any remuneration or commission from any holding or subsidiary company of the Company, subject to its disclosure by the Company in the Board’s report.

The remuneration (including revision) of KMPs (excluding Executive Directors) and SMPs shall be determined by Chairman along with the MD and Head of Human Resource (HR) Department after taking into consideration the academic, professional qualifications, work experience, skill, other capabilities and industry standards.

Further, the remuneration (including revision) of KMPs (excluding Executive Directors) shall also be subject to approval of the Board of Directors/concerned Committees, if stipulated by any Act, statute, regulations etc.

8. Powers of the Committee and Meetings of the Committee The Committee shall have inter-alia the following powers:

8.1 Conduct studies or authorise studies of issues within the scope of the Committee with full access to all books, records, facilities and personnel of the Company;

8.2 Retain or seek advice of consultants and experts for performance of their role under this Policy and the costs relating thereto shall be borne by the Company;

8.3 Delegate its powers to any Member of the Committee or any KMP of the Company or form sub-committees to perform any of its functions or role under this Policy.

The Committee shall meet as per the requirements of law or at such larger frequency as may be required.

9. Approval and publication9.1 This Policy as framed by the Committee shall be recommended to the Board of Directors

for its approval.9.2 The Policy shall form part of Director’s Report as required under Section 178(4) of the

Companies Act, 2013.10. Supplementary provisions

10.1 This Policy shall formally be implemented from the date on which it is adopted by the Board of Directors.

10.2 Any matters not provided for in this Policy shall be handled in accordance with relevant laws and regulations, the Company’s Articles of Association.

10.3 The right to interpret this Policy vests in the Board of Directors of the Company.

DIRECTOR'S REPORT


ANNEXURE D

FORM NO. MGT - 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2019[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of

the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:i) CIN: U17124WB1939PLC128650ii) Registration Date: 12/08/1939

iii) Name of the Company : Maharaja Shree Umaid Mills Limited

iv) Category / Sub-Category of the Company: Public Company / Limited by Shares

v) Address of the Registered office and contact details:

Krishna, 7th Floor, Room No. 706, 224, A.J.C. Bose Road, Kolkata - 700017 Phone: 033-22230016

vi) Whether listed company: Novii) Name, Address and Contact details of Registrar

and Transfer Agent, if any: Maheshwari Datamatics Pvt. Ltd.23,R N Mukherjee Road, 5th Floor, Kolkata - 700001Phone: 2243-5029 /5809 ; Fax : 2248-4747email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the Business activities contributing 10% or more of the total turnover of the Company shall be stated

Sl No. Name and Description of main products /services

NIC Code of Product /service

% of total turnover of the

Company1 Manufacturing and Sale of Textiles yarn &

Fabrics13111, 13121, 13124 97.73%

2 Generation and sale of wind power N.A 2.27%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and Address of the Company CIN/GLN

Holding/Subsidiary/Associate

% of shares

heldApplicable

Section

1 Placid Limited 7, Munshi Premchand Sarani, Hastings, Kolkata- 700022

U74140WB1946PLC014233 Holding 82.64 2(46)

2 MSUM Texfab Ltd "Krishna", Room No. 706, 7th Floor, 224, A J C Bose Road, Kolkata- 700017

U51109WB2007PLC120132 Subsidiary 100 2(87)


DIRECTOR'S REPORT

IV.

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DIRECTOR'S REPORT


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DIRECTOR'S REPORT

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)=(B

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(B)(2

)73

3652

1145

4684

8198

1.96

3574

3275

1049

2384

8198

1.48

78-0

.475

7

C. S

hare

s he

ld b

y C

usto

dian

for G

DR

s &

A

DR

s

——

——

——

——

—

Gra

nd T

otal

(A+B

+C)

4308

2954

1170

4643

2000

0010

0.00

0043

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7713

9195

7857

0121

5510

0.00

000.

0000

DIRECTOR'S REPORT


ii)

Shar

ehol

ding

of P

rom

oter

s-

Sl

No

Shar

ehol

der's

Nam

e

Shar

ehol

ding

at t

he b

egin

ning

of t

he

year

[As

on 0

1/04

/201

8]Sh

areh

oldi

ng a

t the

end

of t

he y

ear [

As

on 3

1/03

/201

9]%

cha

nge

in s

hare

ho

ldin

g du

ring

the

Year

N

o. o

f Sh

ares

% o

f tot

al

Shar

es

of th

e C

ompa

ny

% o

f Sha

res

Pled

ged

/ en

cum

bere

d to

tota

l sh

ares

No.

of

Shar

es

% o

f tot

al

Shar

es

of th

e C

ompa

ny

% o

f Sha

res

Pled

ged

/ en

cum

bere

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tota

l sh

ares

1P

LAC

ID L

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ED

3330

1969

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879

0.00

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1141

2482

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70.

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5.55

08

2M

.B.C

OM

ME

RC

IAL

CO

.LTD

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2020

06.

5282

0.00

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2020

04.

9467

0.00

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5

3TH

E K

ISH

OR

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G

CO

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D20

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7083

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3400

03.

5677

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6

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8457

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2013

0.00

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5050

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8858

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2040

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4

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9095

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600.

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AN

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(HU

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8TO

TAL

4235

1802

98.0

366

0.00

0056

1639

5798

.512

30.

0000

0.47

57


DIRECTOR'S REPORTiii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl No Name

Shareholding at the beginning

[01/04/18]/end of the year [31/03/19]

Cumulative Shareholding during the year [01/04/18 to

31/03/19]

No. of shares

% of total shares of the

company

No. of shares


company1 THE GENERAL INVESTMENT CO.LTD.

01/04/2018 204000 0.472231/03/2019 204000 0.3578 204000 0.3578

2 LAKSHMI NIWAS BANGUR (HUF) .01/04/2018 7705 0.017831/03/2019 7705 0.0135 7705 0.0135

3 M B COMMERCIAL CO LTD01/04/2018 2820200 6.528231/03/2019 2820200 4.9467 2820200 4.9467

4 PLACID LIMITED01/04/2018 33301969 77.087928/03/2019 - By Allotment 13812155 24.2267 47114124 82.638731/03/2019 47114124 82.6387 47114124 82.6387

5 THE KISHORE TRADING COMPANY LIMITED01/04/2018 2034000 4.708331/03/2019 2034000 3.5677 2034000 3.5677

6 APURVA EXPORT PVT LTD01/04/2018 540000 1.250031/03/2019 540000 0.9472 540000 0.9472

7 AMALGAMATED DEVELOPMENT LIMITED01/04/2018 1661333 3.845731/03/2019 1661333 2.9140 1661333 2.9140

8 SHREE KRISHNA AGENCY LTD01/04/2018 505000 1.169031/03/2019 505000 0.8858 505000 0.8858

9 ALKA DEVI BANGUR01/04/2018 1255000 2.905131/03/2019 1255000 2.2013 1255000 2.2013

10 LAKSHMI NIWAS BANGUR01/04/2018 9095 0.021131/03/2019 9095 0.0160 9095 0.0160

11 SHREEYASH BANGUR01/04/2018 5000 0.011631/03/2019 5000 0.0088 5000 0.0088

12 YOGESH BANGUR01/04/2018 8500 0.019731/03/2019 8500 0.0149 8500 0.0149

DIRECTOR'S REPORT


iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl No Name

Shareholding at the beginning [01/04/18]/

end of the year [31/03/19]


31/03/19]

No. of shares


company

No. of shares


company1 NAGREEKA SYNTHETICS

PRIVATE LIMITED 01/04/2018 10097 0.023431/03/2019 10097 0.0177 10097 0.0177

2 SHARAD KANAYALAL SHAH 01/04/2018 16808 0.038931/03/2019 16808 0.0295 16808 0.0295

3 DINESH CHOWDHARY . 01/04/2018 10097 0.023431/03/2019 10097 0.0177 10097 0.0177

4 RAJENDRA KUMAR 01/04/2018 11669 0.027031/03/2019 11669 0.0205 11669 0.0205

5 DARSHANA SARAIYA 01/04/2018 12835 0.029731/03/2019 12835 0.0225 12835 0.0225

6 LAL CHAND . 01/04/2018 9256 0.021431/03/2019 9256 0.0162 9256 0.0162

7 DINESH NUWAL 01/04/2018 7500 0.017431/03/2019 7500 0.0132 7500 0.0132

8 RABINDER KUMAR MALHOTRA *01/04/2018 35553 0.082331/03/2019 35553 0.0624 35553 0.0624

9 BACHH RAJ NAHAR *01/04/2018 11443 0.026531/03/2019 11443 0.0201 11443 0.0201

10 PRITI NAVIN NISHAR #01/04/2018 5000 0.011631/03/2019 5000 0.0088 5000 0.0088

11 TARUNA KUMARI *01/04/2018 10097 0.023431/03/2019 10097 0.0177 10097 0.0177


DIRECTOR'S REPORT

Sl No Name

Shareholding at the beginning [01/04/18]/

end of the year [31/03/19]


31/03/19]

No. of shares


company

No. of shares


company12 SANJAY KUMAR *

01/04/2018 7404 0.017131/03/2019 7404 0.0130 7404 0.0130

13 INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS 01/04/2018 23520 0.054418/01/2019 - Transfer 3708 0.0086 27228 0.063031/03/2019 27228 0.0478 27228 0.0478

14 Mr. N. GOVINDAN #01/04/2018 7200 0.016714/12/2018 - Transfer -1200 0.0028 6000 0.013931/03/2019 6000 0.0105 6000 0.0105

15 Mr. OM PRAKASH 01/04/2018 12000 0.027831/03/2019 12000 0.0210 12000 0.0210

* Not in the list of Top 10 shareholders as on 01/04/2018 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2019.

# Ceased to be in the list of Top 10 shareholders as on 31/03/2019. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2018.

DIRECTOR'S REPORT


v) Shareholding of Director and Key Managerial Person

Sl No For Each of the Directors and KMP

Shareholding at the beginning of the year

[As on 01/04/ 2018] and Shareholding at the end of the year [As on 31/03/

2019]

Cumulative Shareholding during the year (from 01/04/2018

to 31/03/2019)

No. of shares


company

No. of shares


company1 ALKA DEVI BANGUR

01/04/2018 1255000 2.905131/03/2019 1255000 2.2013 1255000 2.2013

2 LAKSHMI NIWAS BANGUR 01/04/2018 9095 0.021131/03/2019 9095 0.0160 9095 0.0160

3 YOGESH BANGUR01/04/2018 8500 0.019731/03/2019 8500 0.0149 8500 0.0149

4 AMITAV KOTHARI01/04/2018 -- -- -- --31/03/2019 -- -- -- --

5 CHANDRAVADAN DESAI01/04/2018 -- -- -- --31/03/2019 -- -- -- --

6 RAJIV KAPASI01/04/2018 -- -- -- --31/03/2019 -- -- -- --

7 PRINCE KUMAR01/04/2018 -- -- -- --31/03/2019 -- -- -- --

8 SHYAM MAHESWARI01/04/2018 -- -- -- --31/03/2019 -- -- -- --


DIRECTOR'S REPORTV. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment.

(Rs. in Lacs)

Particulars Secured Loans

Unsecured Loans Deposits Total

IndebtednessIndebtedness at the beginning of the financial yeari) Principal Amount 15,067.07 23,869.80 - 38,936.87

ii) Interest due but not paid - 533.26 - 533.26

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 15,067.07 24,403.06 - 39,470.12

Change in Indebtedness during the financial year* Addition 903.27 1,345.00 - 2,248.27

* Reduction 4,524.70 505.00 - 5,029.70

Net Change - 3,621.43 840.00 - - 2,781.43

Indebtedness at the end of the financial yeari) Principal Amount 11,445.64 24,709.80 - 36,155.44

ii) Interest due but not paid - 28.74 - 28.74

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 11,445.64 24,738.54 - 36,184.18

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole time Director and /or Manager

(Rs. In Lacs)

Sl. no.

Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount

Mr. L N Bangur- Chairman & Managing Director

Mr. Yogesh Bangur-Deputy

Managing Director

1 Gross salary (a) Salary as per provisions

contained in section 17(1) of the Income-tax Act, 1961

- - -

(b) Value of perquisites u/s17(2) Income-tax Act, 1961

- - -

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961

- - -

2 Stock Option - - - 3 Sweat Equity - - -

4 Commission - - - - as % of profit - - - - others, specify… - - -

DIRECTOR'S REPORT


Sl. no.


Name of MD/WTD/Manager

Total Amount

Mr. L N Bangur- Chairman & Managing Director

Mr. Yogesh Bangur-Deputy

Managing Director

5 Others, please specify - - -

Total (A) - - -

Ceiling as per the Act The remuneration is well within the limits prescribed under the Companies Act, 2013 and as per Schedule V of the Companies Act, 2013

Note: Mr. L N Bangur, Chairman & Managing Director and Mr. Yogesh Bangur, Deputy Managing Director have waived their remuneration w.e.f 15th February, 2018.

B. Remuneration to other directors:(Rs . In Lacs)

Sl. no. Particulars of Remuneration

Name of DirectorsTotal

AmountMr.

Amitav Kothari

Mr. C V Desai

Mr. R. Kapasi

Mrs. A D Bangur

1 Independent Directors

Fee for attending board committee meetings

1.60 0.20 2.60 - 4.40

Commission - - - - -

Others, please specify - - - - -

Total (1) 1.60 0.20 2.60 0.00 4.40

2 Other Non-Executive Directors

Fee for attending board committee meetings

- - - 2.00 2.00

Commission - - - - -

Others, please specify - - - - -

Total (2) - - - 2.00 2.00

Total (B)=(1+2) 1.60 0.20 2.60 2.00 6.40

Total Managerial remuneration (A+B) 6.40

Overall Ceiling as per the Act The remuneration is well within the limits prescribed under the Companies Act, 2013 and as per Schedule V of the Companies Act, 2013


DIRECTOR'S REPORTC. Remuneration to key managerial personnel other than MD/Manager/WTD

(Rs. in Lacs)

Sl. no.


CS CFOTotal

NameMr

Prince Kumar

Mr. Prabhat Singhee*

Mr. Vishesh Singhvi#

Mr. Shyam Maheswari@

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- - 15.63 15.20 30.83

(b) Value of perquisites u/s17(2) Income-tax Act, 1961

- - - 1.15 1.15

(c) Profits in lieu of salary under section17(3) Income-tax Act, 1961

- - - - -

2 Stock Option - - - - - 3 Sweat Equity - - - - - 4 Commission - - - - -

- as % of profit - - - - - - others, specify… - - - - -

5 Others, please specify 3.63 2.17 - - 5.80 Total 3.63 2.17 15.63 16.35 37.78

* Mr.Prabhat Singhee has resigned as CFO w.e.f. 14-05-2018# Mr. Vishesh Singhvi appointed as CFO w.e.f. 15-05-2018 and resigned w.e.f. 16-10-2018@ Mr. Shyam Maheswari appointed as CFO w.e.f. 16-10-2018

VII. PENALTIES /PUNISHMENT / COMPOUNDING OF OFFENCES

TypeSection of the Companies Act

Brief Description

Details of Penalty / Punishment /Compounding fees imposed

Authority (RD/NCLT/COURT)

Appeal made, if any (give Details)

A. COMPANY Penalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --B. DIRECTORS Penalty -- -- -- -- --Punishment -- -- -- -- --

Compounding -- -- -- -- --C. OTHER

OFFICERS IN DEFAULT

Penalty -- -- -- -- --Punishment -- -- -- -- --Compounding -- -- -- -- --

DIRECTOR'S REPORT


ANNEXURE E

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2019[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no.9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014]To, The Members, Maharaja Shree Umaid Mills LimitedKrishna, Room No. 706, 7th Floor,224, A.J.C. Bose Road,Kolkata – 700017.We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Maharaja Shree Umaid Mills Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company as (per in Annexure- A1, hereinafter referred to as “Books and Papers”) and also the information and representation provided by the Company, its officers, and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the period covered by our audit, that is to say, from April 01, 2018 to March 31, 2019 (hereinafter referred to as “Audit Period/ Period under Review”), complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the Books and Papers maintained by the Company for the Audit Period according to the provisions of:

1. The Companies Act, 2013 (“the Act”) and the rules made thereunder;2. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder; 3. Laws specifically applicable to the industry to which the Company belongs, as identified by

the management, that is to say: a. Textile (Development and Regulation) Order, 2001

We have also examined compliance with the applicable clauses of the Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

Management Responsibility:1. Maintenance of secretarial records is the responsibility of the management of the Company.

Our responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events etc;


DIRECTOR'S REPORT5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Our report is in addition to the observations and qualifications, if any, made by the statutory auditors of the Company or any other professional and the same has not been reproduced herein for the sake of repetition.

Recommendations as a matter of best practice:In the course of our audit, we have made certain recommendations for good corporate practices, separately placed before the Board, for its necessary consideration and implementation by the Company. During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above.The Company has entered into an arrangement with one of its related party whereby warehousing space has been provided on token rentals, under a composite arrangement, whereby the materials stored in the warehouse get sold to the Company on a cost-plus basis. It is contended by the Company that the token rental in the said arrangement results into the lower cost of materials stored in the said warehouse, thus adequately compensating the Company. Further, the Company has obtained requisite approval of Board and Audit Committee in compliance of provisions of Section 188 of the Companies Act, 2013 and related Rules thereof.

We report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while dissenting members’ views were not required to be captured and recorded as part of the minutes as there were no such instance.

We further report that:Based on the information provided by the Company during the conduct of the audit and also on the review of quarterly compliance reports by Company Secretary taken on record by the Board of Directors of the Company, in our opinion, adequate systems and processes and control mechanisms exist in the Company to monitor and ensure compliance with applicable other general laws.We further report that during the Audit Period, the Company has not incurred any specific event that can have a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except the following:

• Increase in authorized share capital and alteration of Memorandum of Association of the Company

The Board of Directors recommended the increase of the authorized share capital of the Company which was approved by the members through postal ballot held during 24th February, 2019 to 25th March, 2019. The Authorized Share Capital of the Company stands increased from existing Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 60,00,00,000 (Rupees Sixty Crores Only) divided into 6,00,00,000/- (Six Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of additional 1,00,00,000 (One Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari-passu in all respect with the existing Equity Shares of the Company. The related compliances with respect to the said increase in authorized share

DIRECTOR'S REPORT


capital have also been made by the Company. Due to the increase in the authorized share capital of the Company, the capital clause of

the Memorandum of Association was also amended to give effect to such change. The said amendment was also approved by the members.

• Preferential issue of equity shares pursuant to conversion of loan The Company had an existing unsecured loan taken from Placid Limited, holding company.

With the approval of the lender as well as the equity shareholders the Company has offered, issued and allotted 1,38,12,155 fully paid-up Equity Shares of Rs.10/- each at a price of Rs. 36.20 per share (including a premium of Rs. 26.20 per share) to Placid Limited, the holding company, against conversion of the unsecured loan of Rs. 50,00,00,000/- (Rupees Fifty Crores only) approx., availed by the Company from the holding company, by way of preferential issue of equity shares on private placement basis.

• Postal Ballot For taking the consent of the members for the aforesaid matters, the Company has conducted

postal ballot for which the notice was sent to all the members by 23rd February, 2019. The result of the voting casted through postal ballot as well as remote e-voting was declared on 27th March, 2019.

For Vinod Kothari & Company Practising Company Secretaries Pammy Jaiswal PartnerPlace: Kolkata CP No: 18059Date: 17th May, 2019 Membership No: A48046

ANNEXURE I

LIST OF DOCUMENTS1. Corporate Matters

1.1 Minutes books of the following meetings were provided:1.1.1 Board Meeting; 1.1.2 Audit Committee;1.1.3 Nomination and Remuneration Committee; 1.1.4 Stakeholders Relationship Committee;1.1.5 Corporate Social Responsibility Committee;1.1.6 General Meeting;

1.2 Agenda papers for Board & Committee Meeting along with Notices; 1.3 Annual Report for the Financial year 2017-2018;1.4 Memorandum and Articles of Association;1.5 Disclosures under the Act; 1.6 Policies framed under the Act ;1.7 Register maintained under the Act;1.8 Forms and returns filed with the Registrar of Companies;


AUDITOR'S REPORTINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MAHARAJA SHREE UMAID MILLS LIMITEDReport on the Audit of the Standalone Financial Statements

OpinionWe have audited the accompanying standalone financial statements of Maharaja Shree Umaid Mills Limited (“the Company”), which comprise the Balance sheet as at March 31 2019, the Statement of Profit and Loss (including the Statement of Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind-AS 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its loss including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for OpinionWe conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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 MattersReporting of Key audit matters are not applicable being unlisted entity.

Other InformationThe Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor’s report thereon. We have obtained all other information prior to the date of this auditor’s report.Our opinion on the standalone 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 standalone 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 in the 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.

Responsibilities of Management for the Standalone Financial StatementsThe 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 Financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 Financial statements that give a true and fair view and are free from

AUDITOR'S REPORT


material misstatement, whether due to fraud or error.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.The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial StatementsOur 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act 2013, 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 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 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.

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.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s

Report) Order, 2016 (“the Order”), issued


AUDITOR'S REPORTby the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 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, the Statement of Change in Equity and the Cash Flow Statement 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 Indian Accounting Standards (Ind AS) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2013;

(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 with

reference to financial statements of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report;

(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 /provided 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 Note 37 to the standalone financial statements;

ii. The Company did not have material foreseeable losses in long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Singhi & Co. Chartered Accountants Firm Reg. No. 302049E B.K. SipaniPlace: Kolkata PartnerDate: May 20, 2019 Membership No. 088926

AUDITOR'S REPORT


Annexure A referred to in paragraph 1 of our report of even date on the other legal and regulatory requirements (Re: Maharaja Shree Umaid Mills Limited)

(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant & equipment.

b. The Company has a regular programme of physical verification of its property, plant and equipment by which property, plant and equipment are verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature its property, plant and equipment. In accordance with this programme, property, plant & equipment were not physically verified during the year.

c. According to information and explanations given by the management, the title deeds of immovable properties included in Property, Plant & Equipment, are held in the name of the Company except for land measuring 60 acres and factory building thereon at Jodhpur Road, Pali, Rajasthan for which there are possession letter. These title deeds and possession letters have been given as security against the term and other loan taken from banks and as informed to us original title deeds are kept with the lenders as security and therefore same could not be made available for our verification.

(ii) The management has conducted physical verification of inventories except stock in transit during the year at reasonable interval and no material discrepancies were noticed on such physical verification.

(iii) The Company has not granted any loan to company, Firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act’2013. Therefore, provision of clause 3(iii) (a), (b) and (c) of the Order are not applicable.

(iv) The Company has complied with provisions of Section 186 of the Companies Act, 2013 in respect of investments made.

According to information and explanations given by the management, there is no loan granted or guarantee or security provided under section 185 and section 186 of the Companies Act, 2013.

(v) The Company has not accepted any deposit covered under sections 73 to 76 of the Companies Act, 2013 during the year. Therefore, provisions of clause 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the books of accounts 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 Companies Act, 2013 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 the same with a view to determine whether they are accurate or complete.

(vii) a. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and service tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues deducted/ accrued in the books, with the appropriate authorities. There was no undisputed outstanding statutory dues as at the yearend for a period of more than six months from the date they became payable.

b. According to the records of the Company, there are no dues outstanding of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, other than the followings:

Name of Statute Nature of DuesAmount (net

of paid)(Rs. in lakhs)

Forum whereDispute is Pending

Related Period

The Income Tax Act, 1961

Income Tax on disallowances of expenses

161.32 Rajasthan High Court, Jaipur

Assessment Year 1994-95


Income Tax on disallowances of expenses and valuation for calculation of Long term Capital Gain

432.08 Commissioner of Income tax (Appeal), Jaipur

Assessment Year 2010-11, 2011-12, 2013-14 and 2014-15

The Central Excise Act, 1944

Differential duty demand 79.79 Rajasthan High Court, Jodhpur

Oct’2002 to Feb’2003

The Rajasthan Value Added Tax Act, 2003

Demand for differential tax and interest thereon

16.30 Rajasthan Tax Board, Ajmer

2006-07 to 2010-11


Input VAT Credit reversal 2058.21 Raj. Tax Board, Ajmer

2009-10 to 2014-15


Input VAT Credit reversal 514.27 Deputy Commissioner (Appeal), Jodhpur

2012-13, 2015-16 to 2016-17


AUDITOR'S REPORTAccording to information and explanations given by the management, there is no loan granted or guarantee or security provided under section 185 and section 186 of the Companies Act, 2013.

(v) The Company has not accepted any deposit covered under sections 73 to 76 of the Companies Act, 2013 during the year. Therefore, provisions of clause 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the books of accounts 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 Companies Act, 2013 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 the same with a view to determine whether they are accurate or complete.

(vii) a. According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and service tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues deducted/ accrued in the books, with the appropriate authorities. There was no undisputed outstanding statutory dues as at the yearend for a period of more than six months from the date they became payable.

b. According to the records of the Company, there are no dues outstanding of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, other than the followings:

Name of Statute Nature of DuesAmount (net

of paid)(Rs. in lakhs)

Forum whereDispute is Pending

Related Period


Income Tax on disallowances of expenses

161.32 Rajasthan High Court, Jaipur

Assessment Year 1994-95


Income Tax on disallowances of expenses and valuation for calculation of Long term Capital Gain

432.08 Commissioner of Income tax (Appeal), Jaipur

Assessment Year 2010-11, 2011-12, 2013-14 and 2014-15

The Central Excise Act, 1944

Differential duty demand 79.79 Rajasthan High Court, Jodhpur

Oct’2002 to Feb’2003


Demand for differential tax and interest thereon

16.30 Rajasthan Tax Board, Ajmer

2006-07 to 2010-11


Input VAT Credit reversal 2058.21 Raj. Tax Board, Ajmer

2009-10 to 2014-15


Input VAT Credit reversal 514.27 Deputy Commissioner (Appeal), Jodhpur

2012-13, 2015-16 to 2016-17

(viii) The Company has not defaulted in repayment of dues to bank. The Company did not have any borrowing from financial institution, Government and dues to debenture holders.

(ix) During the year, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments). Further in our opinion and explanations given to us, term loans raised during the year were applied for the purpose for which loans were raised.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, no fraud by the Company or no fraud on the Company by its officers and employees has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, managerial remuneration has been paid /provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable.

(xiii) According to the information and explanations given by the management,

transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 wherever applicable and details for the same have been disclosed in the standalone financial statements as required by the applicable Indian accounting standards.

(xiv) The Company has issued preferential issue of equity shares on private placement basis to holding company during the year and requirements of section 42 of the Companies Act’2013 in this respect have been complied with. The Company has not made any preferential allotment or private placement of fully or partly convertible debentures during the year.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with directors. Therefore, the provisions of clause 3(xv) of the Order are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934

For Singhi & Co.Chartered Accountants

Firm Reg. No. 302049EB. K. Sipani

Place: Kolkata PartnerDate: May 20, 2019 Membership No. 088926.

AUDITOR'S REPORT


ANNEXURE BReport 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 with reference to standalone financial statements of Maharaja Shree Umaid Mills Limited (‘the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over the 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 ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements 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 as audit of internal financial controls, both applicable to an audit of Internal Financial 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 of and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 with reference to financial statements.

Meaning of Internal Financial controls with reference to financial statementsA Company’s internal financial controls with reference to financial statements 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 with reference to financial statements 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 authorization 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 with reference to financial statementsBecause of the inherent limitations of Internal Financial controls with reference to financial


AUDITOR'S REPORTstatements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion the Company has, in all material respects, an adequate internal financial controls

system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on the internal control over the 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.

For Singhi & Co. Chartered Accountants Firm Reg. No. 302049E B. K. SipaniPlace: Kolkata PartnerDate: May 20, 2019 Membership No. 088926

STANDALONE FINANCIAL STATEMENT


BALANCE SHEET AS ON MARCH 31, 2019(Rs. in Lakhs, unless stated otherwise)

Note As at March 31, 2019

As at March 31, 2018

As at April 01, 2017

Assets Non-current assets Property, plant and equipment 3a 73,600.61 74174.23 74578.34 Capital work-in-progress 3b 109.27 17.61 835.20 Investment property 4 1178.35 1639.42 1695.04 Other Intangible assets 5 - 32.79 112.06 Biological assets other than bearer plants 6 4.56 4.56 4.56 Financial assets i) Investments 7 5.00 5.00 5.00 ii) Other financial assets 8 464.47 197.74 266.68 Other non current assets 9 242.71 358.35 347.97 Total non current assets 75604.97 76429.70 77844.85 Current assets Inventories 10 8182.59 7099.91 7198.03 Financial assets i) Trade receivables 11 5201.29 4574.89 4860.72 ii) Cash & cash equivalents 12 324.71 43.92 474.67 iii) Bank balances other than (ii) above 13 253.68 364.57 194.89 iv) Other financial assets 14 496.18 472.72 944.92 Current tax assets (net) 15 1391.76 1179.74 1133.05 Other current assets 16 4875.77 4098.07 3878.44

Total current assets 20725.98 17833.82 18684.72 Total assets 96330.95 94263.52 96529.57 Equity and liabilities Equity Equity share capital 17 5701.22 4320.00 4320.00 Other equity 18 41381.86 38243.03 41723.77 Total equity 47083.08 42563.03 46043.77 Liabilities Non-current liabilities Financial liabilities i) Borrowings 19 16346.82 18013.63 19681.53 ii) Other financial liabilities 20 195.55 216.30 229.51 Provisions 21 47.09 98.82 82.56 Deferred tax liabilities (Net) 22 6735.59 7197.17 7743.69 Other non current liabilities 23 472.99 518.67 564.35 Total non current liabilities 23798.04 26044.59 28301.64 Current liabilities Financial liabilities i) Borrowings 24 10224.31 9657.84 12577.24 ii) Trade payables 25 (A) Total outstanding dues of micro enterprises and

small enterprises; 113.09 - -

(B) Total outstanding dues of creditors other than micro enterprises and small enterprises

2670.23 1629.14 1949.47

iii) Other financial liabilities 26 10993.73 12549.24 5988.06 Other Current liabilities 27 639.17 543.55 589.44 Provisions 28 809.30 1276.13 1079.95 Total current liabilities 25449.83 25655.90 22184.16

Total liabilities 49247.87 51700.49 50485.80 Total equity & liabilities 96330.95 94263.52 96529.57 Summary of significant accounting policies and other notes on financial statements 1-50 0.00

The accompanying notes are an integral part of the financial statementsAs per our report of even date

For SINGHI & CO. Chartered Accountants

Firm Reg. No. 302049E

L.N. Bangur(DIN 00012617)

Chairman & Managing Director

Yogesh Bangur(DIN 02018075)

Dy. Managing Director

Place : KolkataDate: May 20, 2019

B. K. SipaniPartner

Membership No. 88926 Prince Kumar

Company SecretaryShyam Maheshwari

Chief Financial Officer



STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31 2019(Rs. in Lakhs, unless stated otherwise)

Note 2018-2019 2017-2018

Income

Revenue from operations 29 47480.35 45153.83

Other income 30 875.90 322.64

I. Total Revenue 48356.25 45476.47

Expenses Cost of materials consumed 31 29879.47 28013.97

Changes in inventories of finished goods, work-in-process and traded goods

32 325.49 730.39

Employee benefits 33 4571.67 5089.44

Finance costs 34 3551.08 3646.97

Depreciation and amortization 35 1876.92 1962.26

Others 36 9078.69 10157.74

II. Total expenses 49283.32 49600.77

Profit/ (Loss) before tax (I-II) (927.07) (4,124.30)

Tax Expenses :

Current tax - 5.18

Deferred tax charge/ (reversal) 22 (459.79) (580.64)

Net profit/ (loss) for the year (A) (467.28) (3,548.84)

Other comprehensive income (OCI)

Items that will not be reclassified to profit & loss

Remeasurement of defined benefit liabilities/assets (5.37) 102.22

Tax relating to above 1.79 (34.12)

Total other comprehensive income for year (B) (3.58) 68.10

Total comprehensive income (A+B) (470.86) (3,480.74)

Earnings per equity share of Rs 10 each 38

Basic (1.08) (8.21)

Diluted (1.08) (8.21)

Summary of significant accounting policies and other notes on financial statements 1-50

The accompanying notes are an integral part of these financial statements As per our report of even date








B. K. SipaniPartner






CASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31,2019(Rs. in Lakhs, unless stated otherwise)2018-19 2017-18

A. CASH FLOW FROM OPERATING ACTIVITIES Net profit before tax (927.07) (4,124.30) Adjustments for : Depreciation 1,876.92 1,962.26 Interest received (41.72) (53.37) Finance costs 3,551.08 3,646.97 Net (Profit)/Loss on sale of property, plant & equipment (68.82) (14.89) Deferred Government Subsidies (45.68) (45.68) 5271.78 5495.29 Operating Profit before Working Capital Changes 4344.71 1370.99 Movements in working capital :- (Increase)/ Decrease in trade receivables & other

receivables(552.19) 205.55

(Increase )/ Decrease in Inventories (1,082.67) 98.12 (Increase)/ Decrease in other financial assets (291.11) 524.25 Increase/ (Decrease) in trade and other payables 1,247.62 (366.22) Increase/ (Decrease) in other financial liabilities (20.61) (168.16) Increase/ (Decrease) in provisions (523.93) (1,222.90) 314.66 608.20 Cash Generated from Operations 3121.81 1979.19 Income tax paid (net of refunds) (212.02) (51.88) Net Cash Flow from (used in) Operating Activities 2,909.79 1,927.31B. CASH FLOW FROM INVESTING ACTIVITIES Purchases of property, plant and equipments (1,590.49) (888.93) Proceeds from sales of property, plant & equipments 655.02 145.77 Movement in term deposit 109.94 (154.20) Interest received 42.65 53.94 Net cash used in Investing activities (782.88) (843.42)C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds of long term borrowings 24,060.00 5,086.10 Proceeds of short term borrowings 10,395.00 (2,919.40) Repayment of long-term borrowing (22,712.90) - Repayment of short-term borrowing (9,523.53) - Finance Costs (net of TUFS subsidy and interest

capitalised)(4,055.60) (3,681.34)

Expenses incurred for increase in authorized Share Capital (9.09) -

Net cash flow from (used in) financing activities (1846.12) (1514.64) Net increase in Cash and Cash Equivalents 280.79 (430.75) Cash and cash equivalents(Opening Balance) 43.92 474.67 Cash and cash equivalents (Closing Balance) (Refer Note 10) 324.71 43.92

Notesa) The above Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, ‘Statement of Cash Flows’.b) The Notes are an integral part of the financial statements.As per our report of even date








B. K. SipaniPartner






STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019(Rs. in Lakhs, unless stated otherwise)

A) Equity share capital No. of Shares Amount Issued, subscribed and paid Up Equity shares of Rs 10 Each as at April 1, 2017 43,200,000 4,320.00 Equity share issued during the year - - Balance as at March 31, 2018 43,200,000 4,320.00 Equity Share issued during the year 13,812,155 1,381.22 Balance as at March 31, 2019 57,012,155 5,701.22

(B) Other equity

Particulars

Reserve & surplus Other

comprensive income

Total Securities premium

Capital reserve

General reserve

Retained earnings

Remeasure-ment of defined

benefit plans Restated balance as at 01.04.2017

3,456.00 0.69 500.00 37,741.08 26.00 41,723.77

Profit / (Loss) for the year - - - (3,548.84) - (3,548.84)Other comprehensive income/ (loss) for the year

- - - - 68.10 68.10

Balance at 31.03.2018 3,456.00 0.69 500.00 34,192.24 94.10 38,243.03Share premium on issuance of Equity Shares (net of expenses)

3,609.69 - - - - 3,609.69

Profit / (Loss) for the year - - - (467.28) - (467.28)Other comprehensive income/ (loss) for the year

- - - - (3.58) (3.58)

Balance at 31.03.2019 7,065.69 0.69 500.00 33,724.96 90.52 41,381.86

Nature and purpose of other reserves/ other equitySecurities premiumThis Reserve represents premium received on issue of shares and can be utilized in accordance with the provisions of the Companies Act, 2013.Capital reserveThe balance in capital reserve has mainly arisen consequent to merger in the previous years.General reserveThe Company appropriates a portion to general reserves out of the profits voluntarily to meet future contingencies. The said reserve is available for payment of dividend to shareholders as per the provisions of the Companies Act, 2013.Retained earningsRetained earnings are mainly includes fair value gain on property, plant and equipents and others adjustments on adoption of Ind-AS as on April 01, 2017 and profits earned by the Company after transfer to general reserve and payment of dividend to shareholders.The accompanying notes are an integral part of these financial statements As per our report of even date








B. K. SipaniPartner






NOTE TO ACCOUNTS1. Reporting Entity Maharaja Shree Umaid Mills Ltd referred to as “the Company’’ is domiciled in India.

The Company’s registered office is at Krishna R.No 706, 7th floor, 224, AJC Bose road, Kolkata, West Bengal - 7000017. The Company is a manufacturer of cotton yarn, cotton polyester blended yarn, polyester/viscose yarn, cotton/man made fabrics and also engaged in the generation and sale of wind power with its facilities located in the State of Rajasthan

These financial statements were authorised for issue by the Board of Directors in their meeting held on 20th May’2019.

2. Significant Accounting Policies The Company has consistently applied the following accounting policies to all periods presented

in the financial statements.2.1 Basis of preparation The financial statements of the Company comply with all material aspects with Indian

Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India.

Accounting Policies have been consistently applied except where a newly issued accounting standards is initially adopted or a revision to an existing accounting standard required a change in the accounting policy hitherto in use.

2.2 Basis of measurement The financial statements have been prepared under the historical cost convention on

accrual basis except in case of claims lodged with insurance company but not settled and interest on overdue debts from customers due to uncertainty in realisation are accounted for on receipt/settlement and the following items, which are measured on following basis on each reporting date: Certain financial assets and liabilities (including derivative instruments) that is

measured at fair value Defined benefit liability/(assets): present value of defined benefit obligation less

fair value of plan assets. Financial instrument - measured at fair value;

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 observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company take 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.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements 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 prices (unadjusted) in active markets for identical assets or

liabilities that the company can access at the measurement date; Level 2 inputs are inputs, other than quoted prices included within Level 1, that are

observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability.

2.3 Functional and presentation currency These financial statements are presented in Indian National Rupee (‘INR’), which is the

Company’s functional currency. All amounts have been rounded to the nearest Lakhs,


STANDALONE FINANCIAL STATEMENTunless otherwise indicated.

2.4 Use of judgements and estimates The preparation of these financial statements, management has made judgements,

estimates and assumptions that affect the application of the company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Management believes that these estimates used in the preparation of the financial statements are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognized prospectively in the current and future periods.

A. Judgements Information about the judgements made in applying accounting policies that have the

most significant effects on the amounts recognised in the financial statements have been given below:

Classification of leases into finance and operating lease Classification of financial assets: assessment of business model within which the assets

are held and assessment of whether the contractual terms of the financial asset are solely payments of principal and interest on the principal amount outstanding.

B. Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of

resulting in a material adjustment in the financial statements for every period ended is included below: Measurement of defined benefit obligations: key actuarial assumptions; Recognition of deferred tax assets: availability of future taxable profit against

which carry-forward tax losses can be used; Impairment test: key assumptions underlying recoverable amounts. Useful life and residual value of fixed assets Recognition and measurement of provisions and contingencies: key assumptions

about the likelihood and magnitude of an outflow of resources Impairment of financial assets: key assumptions used in estimating recoverable

cash flows2.5 Classification of Assets and Liabilities as Current and Non-Current The Company presents assets and liabilities in the balance sheet based on current/

non-current classification. An asset/liabilities is treated as current when it is: Expected to be realised/settled (liabilities) or intended to be sold or consumed in

normal operating cycle. Held primarily for the purpose of trading Expected to be realised/settled within twelve months after the reporting period, or Cash and cash equivalent unless restricted from being exchanged or used to

settle a liability for at least twelve months after the reporting period or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other assets/liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets/liabilities.

The operating cycle is the time between the acquisition of the assets for processing and their realisation in cash and cash equivalents.



2.6 Property, plant and equipment Recognition and measurement Items of property, plant and equipment are stated at cost less accumulated depreciation

and accumulated impairment loss, if any. The cost of assets comprises of purchase price and directly attributable cost of bringing the assets to working condition for its intended use including borrowing cost and incidental expenditure during construction incurred up to the date when the assets are ready to use. Capital work in progress includes cost of assets at sites, construction expenditure and interest on the funds deployed less any impairment loss, if any.

On transition to Ind AS, the Company has adopted Fair Valuation Model to measure an item of Property, Plant & Equipment (PPE) & use that fair value as its deemed cost at the date of transition i.e. 1st April, 2017.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as a separate item (major components) of property, plant and equipment. As per management policy, component accounting is followed when value of component is more than Rs. 20 lacs and it cover 10% value of main asset. Any gain on disposal of property, plant and equipment is recognised in Statement of Profit and loss.

Subsequent Measurement Subsequent expenditure is capitalised only if it is probable that the future economic benefits

associated with the expenditure will flow to the company. Depreciation Depreciation on all fixed assets, other than plant & machinery & electrical installation,

is provided for on Written down Value Method (WDV) with reference to the economic useful life of the assets as prescribed by Schedule II of the Companies Act, 2013 or re-assessed by the Company as per technical assessment given herein below:

Assets Useful lives as per technical certificate recomputed from the date of transition

Factory Building 60 YearsNon-Factory Building 30 Years

Depreciation on plant & machinery is provided for on Straight Line Method (SLM) with reference to the economic useful life of the assets as prescribed by Schedule II of the Companies Act, 2013 or re-assessed by the Company as per technical assessment given herein below:

Assets Useful lives as per technical certificate

Plant & Machinery used in textile division 30 Years (On single shift basis) Depreciation on additions to or on disposal of assets is calculated on pro-rata basis. Depreciation methods, useful lives and residual values are reviewed in each financial

year end and changes, if any, are accounted for prospectively.2.7 Intangible assets Intangible Assets acquired separately are stated at cost less accumulated amortization and

impairment loss, if any. Intangible assets are amortized on straight line method basis over the estimated useful life. Estimated useful life of the Software is considered as 5 years. Amortisation methods, useful lives and residual values are reviewed in each financial year end and changes, if any, are accounted for prospectively.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in the statement of profit and loss when the asset is derecognised. Intangible assets with indefinite useful lives and intangible


STANDALONE FINANCIAL STATEMENTassets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired, impairment loss is recognised in the statement of profit & loss.

Investment properties Investment Property is property (comprising land or building or both) held to earn rental

income or for capital appreciation or both, but not for sale in ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

Upon initial recognition, an investment property is measured at cost. Subsequently they are stated in the balance sheet at cost, less accumulated depreciation and accumulated impairment losses, if any. Any gain or loss on disposal of investment property is determined as the difference between net disposal proceeds and the carrying amount of the property and is recognized in the statement of profit and loss.

The depreciable investment property i.e., buildings, are depreciated on a straight-line method at a rate determined based on the useful life as provided under Schedule II of the Act. Investment properties are derecognized either when they have been disposed of or when they are permanently withdrawn from the use and no future economic benefit is expected from their disposal. The net difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.

Biological Assets Biological Assets are recognized when the entity controls the asset as a result of past

events and it is probable that future economic benefits associated with the asset will flow to the entity and the fair value or cost of the asset can be measured reliably. A biological asset is measured on initial recognition and at the end of each reporting period at its fair value less cost to sell.

2.8 Non-current assets (or disposal groups) held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified

as held-for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated.

2.9 Impairment of non-financial assets At each reporting date, the Company reviews the carrying amounts of its non-financial

assets (other than inventories and deferred tax assets) to determine whether there is any indication on impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment loss in respect of assets other than goodwill is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised in prior years. A reversal of impairment loss is recognised immediately in the Statement of Profit & Loss.

2.10 Borrowing Cost Borrowing costs directly attributable to the acquisition, construction or production of



qualifying assets are capitalised as part of the cost of such assets upto the assets are substantially ready for their intended use or sale.

The loan origination costs directly attributable to the acquisition of borrowings (e.g. loan processing fee, upfront fee) are amortised on the basis of the Effective Interest Rate (EIR) method over the term of the loan. All other borrowing costs are recognised in the statement of profit and loss in the period in which they are incurred.

2.11 Foreign currency transactions Transactions in foreign currencies are recorded by the Company entities at their

respective functional currency at the exchange rates prevailing at the date of the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currency are translated to the functional currency at the exchange rates prevailing at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in the statement of profit and loss with the exception of the following: - exchange differences on foreign currency borrowings included in the borrowing

cost when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the date of initial transactions. Non-monetary items measure at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

2.12 Employee benefitsa. Short term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability

is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

b. Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the

related service is provided. The company has Provident Fund as defined contribution plan.

c. Defined benefit plans For defined benefit retirement, the cost of providing benefits is determined using the

projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of government bonds.

Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to the statement of profit and loss. Past service cost is recognised in the statement of profit and loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows: service cost (including current service cost, past service cost, as well as gains

and losses on curtailments and settlements); net interest expense or income; and remeasurement


STANDALONE FINANCIAL STATEMENT The Company presents the first two components of defined benefit costs in the

statement of profit and loss in the line item employee benefits expense. The retirement benefit obligation recognised in the balance sheet represents

the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

d. Other long-term employee benefits The company has long term employment benefit plans i.e. accumulated leave.

Accumulated leave is encashed to eligible employees at the time of retirement. The liability for accumulated leave, which is a defined benefit scheme, is provided based on actuarial valuation as at the Balance Sheet date, based on Projected Unit Credit Method, carried out by an independent actuary.

2.13 Revenue Recognitiona. The Company recognises revenue from sale of goods when the effective control

including titles have been passed at which time all the following conditions are satisfied:i. the Company has transferred to the buyer the significant risks and rewards of

ownership of the goods;ii. the Company retains neither continuing managerial involvement to the degree

usually associated with ownership nor effective control over the goods sold;iii. the amount of revenue can be measured reliably;iv. it is probable that the economic benefits associated with the transaction will flow

to the Company; andv. the costs incurred or to be incurred in respect of the transaction can be measured

reliably. Revenue represents net value of goods and services provided to customers after

deducting for certain incentives including, but not limited to discounts, volume rebates, etc. Shipping and handling amounts invoiced to customers are included in revenue and the related shipping and handling costs incurred are included in freight and forwarding expenses when the Company is acting as principal in the shipping and handling arrangement. Sales are net of Goods and Service Tax.

b. Revenue (other than sale) is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Export incentives and subsidies are recognized on accrual basis to the extent it is probable that realization is certain. Claim on insurance companies and others, where quantum of accrual cannot be ascertained with reasonable certainty, are accounted for on acceptance basis.

c. Interest other than interest on overdue debts from customers, is recognised on time proportion basis. Dividend income is recognized when the right to receive payment is established. Profits and losses on disposal of investments is recorded on transfer of title from the company and is determined as the difference between the disposal proceeds, net of expenses, and carrying amount of the investment.

2.14 Government Grants and Subsidies Grants from the government are recognised at their fair value where there is a reasonable

assurance that the grant will be received and the Company will comply with all attached conditions. Government grants that compensate the Company for expenses incurred are recognised in the statement of profit and loss, as income or deduction from the relevant expense, on a systematic basis in the periods in which the expense is recognised. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to Statement of Profit and Loss on a straight line basis over the expected lives of the related assets to match them with the costs for which they are intended to compensate and presented with in other income.



2.15 Inventoriesi. Inventories are valued as follows:

Raw materials, stores and spares

Lower of cost and net realisable value. Cost is determined on a weighted average basis. Materials and other items held for use in the production of inventories are not written down below costs, if finished goods in which they will be incorporated are expected to be sold at or above cost.

Work-in-progress, finished goods and traded goods

Lower of cost and net realisable value. Cost includes direct materials, labour and a proportion of manufacturing overheads. Cost of finished goods includes excise duty and exclude Goods and Service Tax, wherever applicable.

Waste At net realisable value. Net realisable value is the estimated selling price in the ordinary course of business,

less estimated costs of completion and to make the sale.ii. Provision for obsolete/ old inventories is made, wherever required.iii. In view of substantially large number of items in work- in- progress, it is not feasible

to maintain the status of movement of each item at shop floor on perpetual basis. The Company, however, physically verifies such stocks at the end of the month and valuation is made on the basis of such physical verification.

2.16 Trade Receivables Trade receivables are amounts due from customers for goods sold or services performed

in the ordinary course of business. If the receivable is expected to be collected within a period of 12 months or less from the reporting date (or in the normal operating cycle of the business, if longer), they are classified as current assets otherwise as non-current assets. Trade receivables are measured at their transaction price unless it contains a significant financing component in accordance with Ind AS 18 (or when the entity applies the practical expedient) or pricing adjustments embedded in the contract. Loss allowance for expected life time credit loss is recognised on initial recognition.

2.17 Provisions and contingencies, Contingent liabilities and Contingent Assets Provisions are recognized when there is a present obligation (legal or constructive) as a

result of a past event and it is probable that it is required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency dependent on uncertain future events, or a present obligation where no outflow is probable. Major contingent liabilities are disclosed in the financial statements unless the possibility of an outflow of economic resources is remote. Contingent assets are not recognized in the financial statements but disclosed, where an inflow of economic benefit is probable.

2.18 Measurement of fair value Financial instruments The estimated fair value of the Company’s financial instruments is based on market

prices and valuation techniques. Valuations are made with the objective to include relevant factors that market participants would consider in setting a price, and to apply accepted economic and financial methodologies for the pricing of financial instruments. References for less active markets are carefully reviewed to establish relevant and comparable data.


STANDALONE FINANCIAL STATEMENT Derivatives The Company uses derivative financial instruments, such as forward currency contracts

to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value provided by the respective banks. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to statement of profit and loss.

2.19 Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and

a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts.

a. Financial Assets Initial recognition and measurement All financial assets are recognised initially at fair value plus, in the case of financial assets

not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Classifications The company classifies its financial assets as subsequently measured at either

amortised cost or fair value depending on the company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

Impairment of financial assets The Company assesses on a forward-looking basis the expected credit loss

associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

With regard to trade receivable, the Company applies the simplified approach as permitted by Ind AS 109, Financial Instruments, which requires expected lifetime losses to be recognised from the initial recognition of the trade receivables.

b. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value

through profit or loss, amortised cost, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of

amortised cost, net of directly attributable transaction costs. Subsequent measurement The measurement of financial liabilities depends on their classification, as described

below: Financial Liabilities measured at amortised cost After initial recognition, interest-bearing loans and borrowings are subsequently

measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities



designated upon initial recognition as at fair value through profit or loss. Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/losses attributable to changes in own credit risks are recognized in OCI. These gains/loss are not subsequently transferred to Profit & Loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.

De-recognition of financial liabilities The company derecognises a financial liability when its contractual obligations are

discharged or cancelled or expired.2.20 Income tax Income tax expense comprises current and deferred tax. It is recognised in profit or

loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income.

i. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or

loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if, the Company:a. Has a legally enforceable right to set off the recognised amounts; andb. Intends either to settle on a net basis, or to realise the asset and settle

the liability simultaneously.ii. Deferred tax Deferred tax is recognised on differences between the carrying amounts of assets and

liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Minimum Alternate Tax (‘MAT’) is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period.

2.21 Leases Leases of property, plant and equipment where the Company, as lessee, has substantially

all the risks and rewards of ownership are classified as finance leases. Finance leases


STANDALONE FINANCIAL STATEMENTare capitalised at the lease’s inception at the fair value of the leased property or, if lower, the percentage value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the statement of profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Lease in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to statement of profit and loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

2.22 Segment Reporting Operating segments are reported in a manner consistent with the internal reporting

provided to the chief operating decision maker. The board of directors of the Company has been identified as being the chief operating decision maker by the Management of the company. The Business activity of the company falls within primary & secondary segments. Primary Segments are identified based on the nature of products, the different risks and returns and the internal business reporting system. Revenue, Expense, Assets and Liabilities which relate to the Company as a whole and could not be allocated to segments on a reasonable basis, has been classified as unallocated. Secondary segment is identified based on geography by location of customers i.e. in India and outside India. Inter-segment revenue has been accounted for based on the transaction price agreed to between the segments, which is primarily market based.

2.23 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and short-term deposits

with an original maturity of three months or less. For the purposes of the Cash Flow Statement, cash and cash equivalents is as defined above, net of outstanding bank overdrafts. In the balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.24 Standards issued but not yet effective Amendment to Ind AS 116 Ind-AS 116 introduces a single, on-balance sheet lease accounting model for lessees. A

lessee recognises a right-of-use (ROU) asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard – i.e. lessors continue to classify leases as finance or operating leases. The standard is effective for annual periods beginning on or after April 1, 2019, with early adoption permitted. The Company plan to apply Ind-AS 116 initially on April 1, 2019, using the modified retrospective approach. Therefore, the cumulative effect of adopting Ind-AS 116 will be recognised as an adjustment to the opening balance of retained earnings at April 1, 2019, with no restatement of comparative information. The Company plan to apply the practical expedient to grandfather the definition of a lease on transition.

No significant impact is expected for the Company’s operating and finance leases. Amendment to Other Ind AS Amendment to Ind AS 19 – Employees Benefits: Ministry of Corporate Affairs issued

amendments to Ind AS 19, ‘Employee Benefits’, on 30 March, 2019, in connection with accounting for plan amendments, curtailments and settlements. The Company does not have any impact on account of this amendment.



Amendment to Ind AS 12 – Income taxes: Ministry of Corporate Affairs;(a) issued amendments to the guidance in Ind AS 12, ‘Income Taxes’, in connection with

accounting for dividend distribution taxes accordingly an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. It is relevant to note that the amendment does not amend situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12. There is no impact of this amendment on the financial statements. (b) has notified Ind AS 12 Appendix ‘C’ Uncertainty over Income Tax Treatments on March 30, 2019. According to the appendix, the company need to determine the probability of the relevant tax authority accepting each tax treatment, or the Company of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates. The Company has decided to adjust the cumulative effect in equity on the date of initial application without adjusting comparatives. The effect on adoption of Ind AS 12 Appendix C would be insignificant in the financial statements.

Ind AS 23 – Borrowing Costs: The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, than that borrowing becomes part of the general borrowings for calculating the future capitalisation rate. The Company does not expect any significant impact from this amendment.



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(Rs. in Lakhs, unless stated otherwise)

Note 6: Biological assets other than bearer plantsAs at

March 31, 2019

As at March 31,

2018As at April

01, 2017

Live Stock 4.56 4.56 4.56 Total 4.56 4.56 4.56

The Company owns bearer biological assets i.e., live stock from which milk is produced. The milk produced from the live stock are internally consumed and not sold commercially.

Note 7 : Investments No. of Shares

Investment in equity shares-unquoted a. Wholly owned subsidiary at cost MSUM Texfab Ltd. (Face value of Rs. 10 each)# 50000 5.00 5.00 5.00b. Others- fair value through profit and loss The Jewel Crown Co-op. Housing Society Ltd.(Face Value of Rs 50 each)

5 * * *

VS Lignite Power (P) Ltd.(Face Value of Rs 10 each) 1256039 - - - Investment in preference shares-unquoted - fair value through profit and loss

0.01% Cumulative redeemable preference Share of VS Lignite Power (P) Ltd. (Face Value of Rs 10 each)

1114222 - - -

Total investments 5.00 5.00 5.00i. Aggregate amount of investment are given below:

Aggregate cost of quoted investments - - - Aggregate market value of quoted investments - - - Aggregate cost of unquoted investments 242.03 242.03 242.03Aggregate amount of impairment in value of investment

ii. None of the above investment are listed on any stock exchange in India or outside India.

* The value of the item after rounding off, is below the reportable figures, hence ignored.# Book value of investement in subsidiary company is lower than acquisition cost, but being strategic investment, impairment has not been provided.

Note 8 : Other non-current financial assetsUnsecured, considered good Security deposits 464.47 197.74 250.38Deposit accounts maturing beyond 12 month - - 16.30 Total 464.47 197.74 266.68

Note 9 : Other non-current assetsUnsecured, considered good Capital advances - 87.43 51.57 Prepaid expenses 242.71 270.92 296.40 242.71 358.35 347.97Unsecured, considered doubtful Security deposits 49.85 49.85 49.85 Less: Allowances for credit losses (49.85) (49.85) (49.85) - - - Total 242.71 358.35 347.97


STANDALONE FINANCIAL STATEMENT(Rs. in Lakhs, unless stated otherwise)

Note 10 : Inventories As at March 31, 2019



(Value at lower of cost or net realisable value ) Raw materials 4344.99 2878.37 2151.28 Work-in-progress 2048.08 2286.80 2013.99 Finished goods 1420.89 1484.30 2410.13 Stock- in- trade 6.21 6.21 6.21 Waste 70.34 93.70 171.07 Stores and spare parts 292.08 350.53 445.35 Total 8182.59 7099.91 7198.03

a. Inventories are hypothecated to secure borrowings. Refer to Note No. 19 & 24. b. During the year ended March 31, 2019, an amount of Rs. 72.43 (previous year Rs. 161.53, 01.04.2017 Rs 95.49) was recognised as expenses for inventories carried at net realisable value.

Note 11 : Trade receivables(Unsecured, considered good unless otherwise stated)Considered Good 4910.39 4279.83 4255.16 Have Significant increase in Credit Risk 290.90 295.06 605.56 Considered Doubtful - Credit Impaired 323.07 234.41 220.13 Less: Allowance for credit loss 323.07 234.41 220.13 Total 5201.29 4574.89 4860.72

Trade receivables are non-interest bearing and are generally on terms of 0 to 90 days.No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.Trade Receivables are hypothecated to secure borrowings. Refer to Note 19 &24.

Note 12: Cash and cash equivalentsCash on hand 3.50 1.55 5.95Balance with scheduled banks In current accounts 303.87 25.03 420.50 In deposit accounts maturing within 3

months17.34 17.34 48.22

Total 324.71 43.92 474.67

Note 13 :Bank balances other than cash and cash equivalentsDeposits with remaining maturity for more than 3 months but less than 12 months

33.50 53.87 24.66

Earmarked balances with banks: In deposit accounts 214.28 303.86 162.57 In unpaid dividend account 5.90 6.84 7.66 Total 253.68 364.57 194.89

Earmarked deposits are given against Vendor Bill Discounting limit and other non-fund based limits as per the terms of sanction by the banks.




Note 14:Other current financial assets As at March 31, 2019



Unsecured considered doubtfulAdvances recoverable in cash 2.55 3.46 10.65 Government subsidies receivables 456.05 448.99 855.56 Interest accrued on deposits 19.35 20.27 20.85 Other receivables # 18.23 - 57.86 Interest accrued on deposits 0.00 0.00 0.00 Total 496.18 472.72 944.92

Other current financial assets are hypothecated to secure borrowings. Refer to Note 19 &24.# including gain on mark to market of derivative assets Rs. 18.23 (previous year NIL, April 01, 2017 Rs.7.29)

Note 15 :Current tax assets (net)Advance income tax (net) (Refer note no 38) 1391.76 1179.74 1133.05 Total 1391.76 1179.74 1133.05

Note 16 : Other current assetsBalances with government authorities 3,439.66 3532.98 3257.72 Prepaid expenses 213.09 159.08 164.52 Deposit with government and others 48.28 43.26 43.26 Export benefits / Claims receivables 106.58 117.19 183.87 Non-Current Assets Held For Sale 939.15 115.44 1.58 (at lower of the book value and net realisable value), Refer Note 16.1

Others ** 129.01 130.12 227.49 Total 4875.77 4098.07 3878.44

16.1 The Management has proposed to disposed off certain plant and machineries, accordingly same has been classified as Non Current Assets Held for Sales and carried at estimated net realisable value aggregating Rs. 939.15 Lakh (Previous Year Rs 115.44 Lakh, 01.04.2017 Rs 1.58 Lakh).

** includes advances to vendors and others. Other current assets are hypothecated to secure borrowings. Refer to Note 19 & 24.

Note 17 : Equity share capitalAuthorised 6,00,00,000 (Previous year 5,00,00,000;

01.04.2017 5,00,00,000) Equity shares of Rs. 10/- each.

6000.00 5000.00 5000.00

6000.00 5000.00 5000.00 Issued, subscribed and paid Up 3,12,52,155 (Previous year 1,74,40,000;

01.04.2017 1,74,40,000) Equity shares of Rs. 10/- each

3125.22 1744.00 1744.00

257,60,000 (Previous year 257,60,000; 01.04.2017 257,60,000) Equity Shares of Rs.10/- each issued as bonus shares out of reserves

2576.00 2576.00 2576.00

Total 5701.22 4320.00 4320



Notes:1. Reconciliation of number of equity shares outstanding at the begaining and end of the

year :

ParticularsAs at

March 31, 2019As at

March 31, 2018As at

April 01, 2017

No. of shares No. of shares No. of sharesNumber of shares at the beginning 43,200,000 43,200,000 25,920,000 Add: Equity shares issue during the year

13,812,155 - 17,280,000

Equity shares at the end of the year 57,012,155 43,200,000 43,200,000

2. List of Shareholders holding more than 5% of equity shares of the Company :

Name of the shareholder

As at As at As at

March 31, 2019 March 31, 2018 April 1, 2017

% No. of shares % No. of

shares % No. of shares

Placid Ltd. (Holding Company) 82.64 47,114,845 77.09 33,301,969 77.09 33,301,969 M.B. Commercial Co. Ltd. 6.53 2,820,000 6.53 2,820,000 6.53 2,820,000 Amalgamated Development Ltd.

3.85 1,661,333 3.85 1,661,333 3.85 1,661,333

3. Terms/rights attached to equity shares Each shareholder is entitled to one vote per share. The dividend except interim dividend

proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. In the event of liquidation of the company, the equity shareholders will be entitled to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

4. Others During the year, the Company has issued 13,81,21,555 equity share having face value of Rs.

10/- to Holding Company at a premium of Rs. 26.20 as private placement by converting Inter Corporate Deposit of Rs. 5000 lakhs into equity.




Note 18 : Other equity As at March 31, 2019


As at April, 2017

Capital Reserve Balance as per last financial statements 0.69 0.69 0.69 General Reserve Balance as per last financial statements 500.00 500.00 500.00 Securities Premium Balance as per last financial statements 3446.91 3456.00 - Add: addition on issue of equity shares 3618.78 - - Balance at year end 7,065.69 3,456.00 3,456.00 Surplus - Balance in Statement of Profit & Loss Balance as per last financial statements 34192.24 37741.08 - Add: Profit / (Loss) for the year (467.28 (3,548.84) - Balance at year end 33,724.96 34192.24 37,741.08 Other Comprensive Income Balance as per last financial statements 94.10 26.00 - Add: Other comprehensive income for the

year (3.58) 68.10 -

Balance at year end 90.52 94.10 26.00 Total 41381.86 38243.03 41723.77

Note 19 : Long Term borrowings(i) Secured :Term loans- from banks 2981.33 5849.23 11133.13 Less: Current maturities 2089.31 3265.40 4511.40 Total (i) 892.02 2,583.83 6,621.73 (ii) Unsecured : Inter corporate deposits from related parties 22949.80 23429.80 13059.80 Less: Current maturities 7495.00 8000.00 Total (ii) 15,454.80 15429.80 13,059.80 Total 16,346.82 18,013.63 19,681.53

Securities: Term loans are secured by first charge on Company’s immovable assets i.e. factory land and building situated at Jodhpur Road, Pali in Rajasthan and entire movable fixed assets of Textile unit situated at Jodhpur Road, Pali and Wind Mills situated in District Jodhpur and Jaisalmer in Rajasthan; and second charge on current assets of the Textile and wind mills of the Company both present and future, ranking pari passu with all participating term and working capital lenders.

Repayment Schedule : Non current portion

Rate of Interest

As at March 31, 2019 As at March 31, 2018

Amount Repayment Instalment Amount Repayment

InstalmentSecured LoanRanging from 10.35% to 11.25% (P.Y. 10.95 % to 11.25 %) p.a.

792.02 2 Quarterly instalment

2264.50 2-5 Quarterly instalment

11.15% (P.Y. 11.00 %) p.a. 100.00 1 Quarterly instalment


Unsecured Loan Ranging from 9 % to 10.25% (P.Y. 9 % to 9.25%) p.a.

15,454.80 Single instalment

15429.80 Single instalment

Total 16,346.82 18013.63



Note 20 :Other non current financial liabilities



As at April, 2017

Trade deposits 195.55 216.30 229.51 Total 195.55 216.30 229.51

Note 21 :Long term provisionsEmployee benefits 47.09 98.82 82.56 Total 47.09 98.82 82.56

Note 22 : Deferred tax liabilities (net)Deferred tax assets on account of :MAT credit entitlement 2368.63 2368.63 2368.63 Accrued expenses deductible on payment basis

393.28 365.90 378.07

Unabsorbed depreciations 4174.47 3828.46 3064.65 Sub-Total (a) 6936.38 6562.99 5811.35 Deferred tax liabilities on account of :Property, plant & equipments 5146.74 5234.93 5029.81 Fair valuation of land at transation to Ind-AS 8525.23 8525.23 8525.23 Sub-Total (b) 13671.97 13760.16 13555.04 Net deferred tax liabilities 6735.59 7197.17 7743.69

1. The Company has recognised deferred tax assets on unabsorbed depreciations and MAT Credit Entitlement. The Company has MAT Credit Entitlement, unabsorbed depreciations and has incurred tax losses in earlier years. Deferred tax assets on unabsorbed depreciation has been recognised to the extent deferred tax liablities on property, plant & equipments. The Company has concluded that the deferred tax assets on unabsorbed depreciations and MAT Credit Entitlement will be recoverable using the estimated future taxable income based on the approved business plans and budgets. The Company is expected to generate taxable income within specified period. The MAT Credit Entitlement and unabsorbed depreciation can be carried forward as per provisions of the Income tax Act, 1961 and the Company expects to utilise MAT Credit Entitement and deferred tax assets on unabsorbed depreciations in due course.

2. The Company has tax losses of INR 10084.01 lakhs (Previous Year Rs. 8088.63 lakhs; 1 April 2017: INR 3190.12 lakhs) that are available for set-off against future taxable profits for eight years following year in which tax losses was incurred. Being uncertainity in realisation within specified period, deferred tax assets on the same has not been recognised.

A. Movement in deferred tax balance


Recognized in P&L

Recognized in OCI


Deferred tax assets MAT credit entitlement 2,368.63 - - 2,368.63 Accrued expenses deductible on payment basis

365.90 25.59 1.79 393.28

Unabsorbed depreciations 3,828.46 346.01 4,174.47 Sub-Total (a) 6,562.99 371.60 1.79 6,936.38 Deferred Tax Liabilities Property, plant and equipment 5,234.93 (88.19) - 5,146.74 Fair valuation of land on transation to Ind-AS

8,525.23 - - 8,525.23

Sub-Total (b) 13,760.16 (88.19) - 13,671.97 Net Deferred Tax Liability (b)-(a) 7,197.17 (459.79) (1.79) 6,735.59




As at

April, 2017 Recognized in

P&LRecognized in

OCIAs at

March 31, 2018 Deferred tax assets MAT credit entitlement 2,368.63 - - 2,368.63 Accrued expenses deductible on payment basis

378.07 21.95 (34.12) 365.90

Unabsorbed depreciations 3,064.65 763.81 3,828.46 Sub-Total (a) 5,811.35 785.76 (34.12) 6,562.99 Deferred tax liabilities Property, plant and equipment 5,029.81 205.12 - 5,234.93

Fair valuation of land on transation to Ind-AS

8,525.23 - - 8,525.23

Sub-Total (b) 13,555.04 205.12 - 13,760.16

Net deferred tax liabilities (b)-(a) 7,743.69 (580.64) 34.12 7,197.17

B. Amount recognised in Other Comprehensive Income

For the year ended 31 March, 2019 For the year ended 31 March, 2018

Before Tax

Tax (Expense)/ Income

Net of Tax

Before Tax


Net of Tax

Remeasurement of defined benefit/ liability

5.37 (1.79) 3.58 (102.22) 34.12 (68.10)

5.37 (1.79) 3.58 (102.22) 34.12 (68.10)

Effective tax reconciliation For the year ended 31st March, 2019

For the year ended 31st March, 2018

Net profit/ (loss) before tax (927.07) (4,124.30)Tax using the Company’s domestic tax rate @ 33.384% (31st March, 2018: 33.063%)

(309.49) (1,363.62)

Tax effect of: Non recognisation of deferred tax assets on tax losses - (788.16)recognisation of deferred tax assets on unabsorbed depreciation and others

(150.29) -

Income tax expenses reported in the statement of profit and loss

(459.79) (575.46)

Note 23: Other non current liabilities As at March 31, 2019


As at April, 2017

Deferred government grant (Refer note no 23.1) 472.99 518.67 564.35 Total 472.99 518.67 564.35

23.1 Deferred government grant related to capital assets procured under TUFS.



Note 24 : Short term borrowings As at March 31, 2019


As at April, 2017

Secured From banks Repayable on demand (a) 5212.54 6869.34 5678.54 Repayable on demand (b) 3251.77 2348.50 873.70 Unsecured Inter corporate deposits from related parties 1760.00 440.00 6025.00 Total 10224.31 9657.84 12577.24

Security:a) Working Capital Facilities from banks are secured by first charge by way of hypothecation of the current

assets of the Textile unit and Wind Mills of the Company situated at Jodhpur Road, Pali; and second charge on Company’s immovable assets i.e. factory land and building situated at Jodhpur Road, Pali in Rajasthan and entire movable fixed assets of Textile unit situated at Jodhpur Road, Pali and Wind Mills situated in District Jodhpur and Jaisalmer in Rajasthan, both present and future, ranking pari passu with all participating working capital and term lenders;

(b) Fixed deposits of Rs. 200 (previous year Rs. 300; 01.04.2017 Rs. 300 ) with the bank held as 10% cash margin of sanctioned loan and further secured by corporate guarantee by the Holding Company.

Note 25 : Trade PayablesTotal outstanding dues of micro enterprises and small enterprises; and

113.09 0.00 0.00

Total outstanding dues of creditors other than micro enterprises and small enterprises

2670.23 1629.14 1949.47

Total 2783.32 1629.14 1949.47 Based on the information available, the company has identified certain vendors who have confirmed that they are covered under the Micro, Small and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and Small enterprises under section 22 of ‘The Micro, Small and Medium Enterprises Development Act, 2006, are given below:a. principal amount and Interest due thereon

remaining unpaid to any supplier- - -

b. Interest paid by the Company in terms of Section 16 of the MSMED Act along with the amounts of the payment made to the supplier beyond the appointed day

- - -

c. The amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act

- - -

d. The amount of interest accrued and remaining unpaid during the accounting year.

- - -

e. The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of this Act.

- - -




Note 26 : Other financial liabilities As at March 31, 2019


As at April, 2017

Current maturities of long-term debt 9584.31 11265.40 4511.40 Interest accrued 28.74 533.26 567.62 Unpaid dividends 5.90 6.84 7.66 Creditors for capital expenditure 833.22 200.13 202.80 Mark to market loss on derivative assets - 2.19 - Employees related liabilities 541.43 541.29 578.90 Security deposits 0.13 0.13 0.13 Application money received for allotment of securities and due for refund

- - 119.55

Total 10,993.73 12,549.24 5,988.06

Note 27 : Other current liabilitiesCredit balances and advances from customers 161.83 127.34 67.05 Current Portion of Deferred Government Grant (Refer Note 23)

45.67 45.67 45.67

Statutory dues 84.28 74.37 117.27 Others* 347.39 296.17 359.45 Total 639.17 543.55 589.44

*includes payable to MSUM gratuity fund, provision for renewable energy purchase obligation and incentive payable to agents and others.

Note 28 : Short term provisionsOthers - contingencies 761.35 1262.27 1065.94 Employee benefits 47.95 13.86 14.01 Total 809.30 1,276.13 1,079.95

Movement of ProvisionDisputed Statutory

Matters Other

Obligation Total

Balance as on 1 April, 2017 340.25 725.69 1,065.94 Addition during the year - 51.59 51.59 Provision utilized during the year 36.75 - 36.75 (Gain)/ Loss on Restatement provided during the year - 181.49 181.49 Balance as on 31 March, 2018 303.50 958.77 1262.27 Addition during the year - 16.62 16.62 (Gain)/ Loss on Restatement provided during the year - (517.54) (517.54)Balance as on 31 March, 2019 303.50 457.85 761.35



NOTE 29 : Revenue from operation 2018-19 2017-18Sale of manufacured goods Yarn 24498.79 23444.68 Fabrics 20574.45 19912.81 Waste 1257.29 781.01 Sale of electricity Wind power 1079.83 952.80 Total (i) 47410.36 45091.30 Other operating income Export incentives 69.99 62.53 Total (ii) 69.99 62.53 Revenue from operations (i+ii) 47480.35 45153.83

Note 30 : Other incomeNet Profit on sale/discard of property, plant and equipment 68.82 14.89 Net Gain on Foreign Currency transactions and translation 49.28 74.18 Interest Income 41.72 53.37 Sale of Scrap 87.42 99.71 Excess Provision and unspent liabilities written back 39.06 7.92 Fair value gain on reinstatement of other contingencies 517.54 - Amortisation of deferred government subsidy income 45.68 45.68 Miscellaneous income 26.38 26.89 Total 875.90 322.64

Note 31 : Cost of material consumedCotton and manmade fibre 29056.54 27032.59 Other materials consumed 822.93 981.38 Total 29879.47 28013.97

Note 32 : Changes in inventories of finisshed goods and work-in-progressOpening stock Work-in-progress 2286.80 2013.99 Finished goods 1484.30 2410.13 Waste 93.70 171.07 Traded goods -fabric 6.21 6.21 3,871.01 4601.40 Closing stock Work-in-progress 2048.08 2286.80 Finished goods 1420.89 1484.30 Waste 70.34 93.70 Traded goods -fabric 6.21 6.21 3,545.52 3871.01 Change in inventories 325.49 730.39

Note 33 : Employee benefit expensesSalaries, wages and bonus etc. 4031.48 4517.40 Contribution to provident and other funds 347.63 370.02 Staff welfare 192.56 202.02 Total 4571.67 5089.44



(Rs. in Lakhs, unless stated otherwise)Note 34: Finance costs 2018-19 2017-18Interest 3631.31 3723.18 Other borrowing costs 24.17 57.84 Loss on foreign currency transaction and translation considered as finance costs

- 8.58

3655.48 3789.60 Less: Capitalised 21.80 11.41 Less: TUF Subsidy 82.60 131.22 Total 3551.08 3646.97

Note 35 : Depreciation and amotisationDepreciation on tangible assets 1844.13 1882.99 Amortisation on intangible assets 32.79 79.27 Total 1876.92 1962.26

Note 36 : Other expensesStores and spare parts consumed 941.04 1088.14 Packing material consumed 618.22 656.69 Power & fuel 6422.38 6895.54 Job processing and others 142.39 206.27 Repairs to : Plant & machinery 130.13 191.59 : Buildings 39.46 70.17 : Others 274.85 241.03 Pollution control 44.62 92.38 Rent 17.55 20.69 Rates & taxes 8.75 20.13 Insurance 27.86 30.39 Charity & donation 1.12 0.00 Allowance for credit loss 88.66 14.28 Legal & professional 54.17 68.40 Other selling expenses 12.37 17.39 Travelling expenses including directors travelling 34.35 41.93 Freight & forwarding 20.11 51.20 Auditors remuneration ( Refer Note 36.1) 12.55 9.88 Directors fees 6.40 6.37 Miscellaneous 181.71 404.83 Excise duty on sale of goods 30.44 Total 9078.69 10157.74

Note 36.1 : Auditor’s remunerationStatutory audit fee 6.00 6.00 Tax audit fee 2.00 2.00 GST audit fee 2.00 - Certifiaction & other fees 1.50 1.60 Reimbursement of expenses 1.05 0.28 Total 12.55 9.88



Note 37. Earning Per Share 2018-19 2017-18Profit/(Loss) attributable to the Equity Shareholders (A) (467.28) (3,548.84)Number of Equity Shares beginnig of the year 43,200,000 43,200,000 Shares issued during the year 13,812,155 - Number of Equity Shares at the end of the year 57,012,155 43,200,000 Weighted average Equity Shares (B) 43,351,366 43,200,000 Nominal value of Equity Shares (Rs.) 10.00 10.00 Basic and Diluted Earnings per Share (Rs.)-A/B (1.08) (8.21)

38. Contingent liabilities, contingent assets and commitments

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

A. Contingent liabilities (not provided for) in respect of:Bank guarantees outstanding - 10.89 10.89 Labour & industrial matters, except for which the liability is unascertainable

2.61 2.61 2.68

Income-tax matters* 1,816.35 1,913.94 1,424.80 Demand raised by VAT / Sales-tax Department for various matters

2,620.76 2,288.28 2,101.46

Demand raised by excise department for various matters

113.33 101.36 89.40

Electricity duty and Other Cess, etc. 1,080.54 858.21 755.92 * Taxes related to financial year 2010-11 (assessment year 2011-12) amounting to Rs.1132 (included above)

(previous year Rs.1132) are disputed before the appropriate authorities. Out of this an amount of Rs.685 lacs pertains to erstwhile Investment Division since demerged and forms part of Kiran Vyapar Limited. In the event the final outcome of the same is adverse, the tax demand will be recoverable from Kiran Vyapar Limited in accordance with the Scheme of arrangement sanctioned by the Hon’ble High Court at Calcutta.

Note: Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgments/ decisions pending with various forums/ authorities. However, the Company has reviewed all its pending litigation and proceeding and has adequately provided for where provision required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceeding to have a materially adverse effect on its financial position. The Company does not expects any payment in respect of the above contingent liabilities.

B. In light of recent judgment of Honorable Supreme Court dated 28, February 2019 on the definition of “Basic Wages” under the Employees Provident Funds & Misc. Provisions Act, 1952 and based on Company’s evaluation, there are significant uncertainties and numerous interpretative issues relating to the judgement and hence, it is unclear as to whether the clarified definition of Basic Wages would be applicable prospectively or retrospectively. The amount of the obligation therefore cannot be measured with suficient reliability for past periods and hence has currently been considered to be a contingent liability.

C. Commitmentsa. Estimated amount of Contracts remaining

to be executed on Capital Account [Net of Advances] not provided for

1.36 31.30 441.87

b. The Company has procured certain capital goods under EPCG Scheme at concessional rate of duty. As on 31 March 2019 the Company is contingently liable to fulfill export obligation Rs. 2896.04 (previous year 7796.00) on such procurement. In view of past export performance and future projections, the management is hopeful of completing the export obligation within stipulated time, and expect no cash outflow on this account.

c. The Company has availed certain government subsidies/ grants. As per the terms and conditions, the Company has to continue production for specified number of years and others conditions failing which amount of subsidies availed alongwith interest, penalty etc. have to be refunded.




Note 39 Leases - Operating leaseThe Company’s significant leasing arrangements are in respect of operating leases pertaining to wind power plants at Jaisalmer & Jodhpur District in the state of Rajasthan. These leasing arrangements, are typically for a period of 19 years and are usually renewable on mutually agreeable terms. The Company has recognised expense amounting to Rs. 12.58 Lakhs (Previous year Rs. 11.68 Lakhs)

Note 40 Foreign exchange derivatives and exposures outstanding at the year-end:(a) Foreign Currency exposure not hedged by derivative instrument or otherwise : March 31, 2019 March 31, 2018 April 01,2017

Particulars Currency Foreign Currency

Equivalent Rs.

Foreign Currency

Equivalent Rs.

Foreign Currency

Equivalent Rs.

Trade receivables

USD - - 10.03 652.56 10.32 668.87

EURO 0.49 37.77 0.03 2.39 0.48 33.20 Advances from Customers

USD 0.65 44.81 0.00 0.05 0.18 11.47

EURO - - - - 0.39 27.14 Trade Payables and Agents

USD 0.02 1.15 0.09 6.15 0.36 23.13

EURO 0.01 0.84 - - 0.03 2.19 Advances to Vendors

CHF 0.16 11.25 0.06 4.13 - -

EURO 0.13 10.07 0.28 22.03 0.51 35.61 JPY 10.53 6.58 17.98 10.88 - - USD 0.00 0.05 - - Packing Credit Loan

USD 10.10 698.30 17.97 1,168.52 21.00 1,361.75

EUR 1.32 102.87

(b) Outstanding forward contracts to be hedge foreign currency exposure March 31, 2019 March 31, 2018 April 01, 2017

USD EURO USD EURO USD EUROFor Future Export Sales

5.12 0.81 2.30 0.47 2.32 0.38

Note 41 Employee benefitsThe Company contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans: The Company makes contributions towards provident fund to a defined contribution retirement

benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits. During the year the Company has contributed to Government Provident Fund Rs. 239.12 (Previous year Rs. 293.93).



(ii) Defined Benefit Plan: The Company provides for gratuity for employees in India as per the Payment of Gratuity

Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. Gratuity liability is being contributed to the Group Gratuity-cum-life Assurance Cash Accumulation Policy administered by the LIC of India.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at 31 March 2019. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

A. Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at balance sheet date:

31 March 2019 31 March 2018 1 April 2017

Net defined benefit liability / (asset) - (28.71) - Liability for GratuityNon-current - - - Current 61.72 - 26.52

B. Movement in net defined benefit (asset) liability: The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components:

31 March 2019 31 March 2018

Defined benefit

obligation

Fair value of plan assets

Net defined benefit (asset)/ liability

Defined benefit

obligation


Net defined benefit

(asset)/ liability

Balance as at 1 April 412.81 441.52 (28.71) 490.51 463.99 26.52 Included in profit or lossService costs 59.77 - 59.77 65.21 - 65.21 Interest cost 31.79 - 31.79 36.25 - 36.25 Interest Income - 34.00 (34.00) - 34.29 (34.29)

91.56 34.00 57.56 101.46 34.29 67.17 Included in OCIActuarial loss / (gain) arising from:- financial assumptions 4.18 - 4.18 (11.56) - (11.56)- experience adjustment (3.46) - (3.46) (93.95) - (93.95)- on plan assets - (4.66) 4.66 - (3.28) 3.28

0.72 (4.66) 5.37 (105.50) (3.28) (102.22)OtherContributions paid by the employer

- (27.50) 27.50 - 20.17 (20.17)

Benefits paid (63.22) (63.22) - (73.66) (73.66) - Acquisition adjustment

(63.22) (90.71) 27.50 (73.66) (53.48) (20.17)Balance as at 31 March 441.87 380.14 61.72 412.81 441.52 (28.71)



(Rs. in Lakhs, unless stated otherwise)C. Plan assets


Fund managed by insurer 70% 57% 51%

D. Actuarial assumptions

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

Discount rate 7.60% p.a 7.70% p.a 7.39% p.aExpected rate of future salary increase 4.00% p.a 4.00% p.a 4.00% p.aMortality Mortality Rate (% of IALM 06-08)

Assumptions regarding future mortality have been based on published statistics and mortality tables.

E. Sensitivity analysis

Reasonably possible changes at the reporting date to relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.


Increase Decrease Increase Decrease Increase DecreaseDiscount rate (1%) movement

(38.85) 45.92 (33.46) 39.61 (32.02) 37.97

Expected rate of future salary increase (1% movement)

48.24 (41.32) 41.64 (35.60) 38.07 (32.60)

Sensitivities due to mortality and withdrawals are insignificant hence ignored. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

F. Description of Risk Exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to various risks as followA) Salary Increases- Higher than expected increase in salary will increase the defined benefit obligation.B) Interest rate risk – The defined benefit obligation calculated uses a discount rate based on government

bonds. If the bond yield falls, the defined benefits obligation will tended to increase/decrease.C) Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that

includes mortality, withdrawals, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends on the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the employee benefit of a short career employee typically costs less per year as compared to a long service employee.



Note: 42 Related Party Disclosures:A. List of Related Parties :I. Holding Company Placid LimitedII. Wholly owned Subsidiary Company MSUM Texfab LimitedIII. Key Management Personnel and their relativesa. Mr. Lakshmi Niwas Bangur Chairman & Managing Director Mr. Yogesh Bangur Deputy Managing Director / Director Mrs. Alka Devi Bangur Director and wife of Mr. Lakshmi Niwas

Bangur Mr. Rajiv Kapasi Independent Director Mr. Chandravadan Desai Independent Director Mr. Amitav Kothari Independent Directorb. Enterprises over which any person described in III (a) above are able to exercise

significant influence and with whom the Company has transactions during the year. -Kiran Vyapar Ltd. -Golden Greeneries Pvt. Ltd. -Navjyoti Commodity Management Services

Limited-Mahate Greenview Pvt. Ltd.

-Satyawatche Greeneries Private Limited -The Kishore Trading Co. Ltd. -Subhprada Greeneries (P) Ltd. -Sidhidata Tradecomm Ltd. -Uttaray Greenpark (P) Ltd. -IOTA Mtech Ltd. -Shree Krishna Agency Ltd. -Apurva Exports Pvt Ltd. -Peria Karamalai Tea & Produce Co. Ltd. -LNB Renewable Energy Pvt. Ltd.

B. (i) Transactions with related parties for the year ending:

ParticularsHolding Company Significant

influence*Key Management

Personnel

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18Inter Corporate Deposit received - Placid Ltd. 25745.00 6,500.00 - Shree Krishna Agency Ltd. 2290.00 3,700.00 - Kiran Vyapaar Ltd 5810.00 6,145.00 - Peria Karamalai Tea & Produce Co. Ltd. 120.00 90.00 - Golden Greeneries 90.00Inter Corporate Deposit Repaid - Placid Ltd. 21895.00 5,550.00 - Shree Krishna Agency Ltd. 1725.00 1,225.00 - Kiran Vyapaar Ltd 4410.00 4,850.00 - Peria Karamalai Tea & Produce Co. Ltd. 95.00 115.00 - Golden Greeneries -Interest Expenses - Placid Ltd. 1068.41 983.67 - Shree Krishna Agency Ltd. 480.68 351.80 - Kiran Vyapaar Ltd 916.36 711.93 - Peria Karamalai Tea & Produce Co. Ltd. 28.32 35.58 - Golden Greeneries 8.33 4.31





Personnel

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 - Navjyoti Commodity Management

Services Limited- 6.20

Issuance of Equity Shares on conversion of ICD - Placid Ltd. 5000.00 -Reimbursement of Expenses / Recovery (Net) - Placid Ltd. 8.83 24.14 - Subhprada Greeneries (P) Ltd - 2.94 - Uttaray Greenpark (P) Ltd. - 1.58 - Satyawatche Greeneries (P) Ltd. - 3.40 - Kiran Vyapaar Ltd 1.92 3.71 - Navjyoti Commodity Management

Services Limited4.74 -

Director Sitting Fees Paid - Mrs. Alka Devi Bangur 2.00 2.40 - Mr Rajiv Kapasi 2.60 2.00 - Mr Chandravadan Desai 0.20 0.40 - Mr Amitav Kothari 1.60 1.40Purchases of Raw Materials - Subhprada Greeneries (P) Ltd 977.31 913.91 - Uttaray Greenpark (P) Ltd. 1357.71 821.85 - Satyawatche Greeneries (P) Ltd. 1796.74 1,041.59 - Sidhidata Tradecom Ltd. 1124.84 - - Apurva Exports Ltd. 1326.35 832.92 -The Kishore Trading Co Ltd 569.14 1,254.00 - Iota Mtech Ltd 523.38 -Mahate Greenview Pvt ltd 937.61 1,062.60Contract for setup of Solar Plant - LNB Renewable Energy Pvt Ltd. 1950.67 -Sale of Scrap & Other charges - Navjyoti Commodity Management

Services Limited0.47 0.42

Rent Expenses - Kiran Vyapar Ltd 0.75 1.44 - Navjyoti Commodity Management


- Shree Krishna Agency Ltd. 0.01 - The Marwar Textile Agency Pvt Ltd. 0.62 0.01Rent Income - Shree Krishna Agency Ltd. - 0.01Managerial Remunaration @ -Mr. L. N. Bangur - 87.49 -Mr. Yogesh Bangur 0.00 10.96@ Excludes Acturial Valuation of Retirement Benefits.Also Refer Note No. 24(b)



B. (ii) Closing BalanceAs at As at As at As at As at As at

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Balance payable - Placid Ltd. 9225.55 10593.34 - Shree Krishna Agency Ltd. 5190.00 4,719.94 - Kiran Vyapaar Ltd. 9854.80 8,620.73 - Peria Karamalai Tea & Produce Co. Ltd. 350.00 331.85 - Golden Greeneries 90.00 93.10 - Uttaray Greenpark (P) Ltd. 99.47 - - LNB Renewable Energy Pvt Ltd. 638.06 - - Mahate Greenview Pvt. Ltd. 32.33 - The Marwar Textile Agency Pvt Ltd. 0.87 - - Satyawatche Greeneries (P) Ltd. 138.54 - - Navjyoti Commodity Management Services Limited

1.53 0.36

Balance receivable - Subhprada Greeneries (P) Ltd 2.73 - - Apurva Exports Ltd. 1.21 - - Mrs. Alka Devi Bangur 0.80 - - - Navjyoti Commodity Management Services Limited

0.90 0.42

Note 43: Segment ReportingAccording to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The business activity of the company falls within two broad business segment viz. “Textiles” and “Wind Energy”. Accordingly,these business segments comprise the primary basis of segmental information set out in these financial statements. As part of Secondary reporting, revenues are attributed to geographic areas based on the location of the customers.The following tables present the revenue, profit, assets and liabilities information relating to the Business / Geographical segment for the year ended 31.03.2019.

Information about business segment - primaryParticulars Textile Wind Energy Total

Current year Prev. year Current year Prev. year Current year Pre. year1.Segment Revenue - External sales 46,400.52 44,201.03 1,079.83 952.80 47,480.35 45,153.83-Other income 876.16 308.38 (0.26) 14.26 875.90 322.64Total Revenue 47,276.68 44,509.41 1,079.57 967.06 48,356.25 45,476.472.Segment Results 2,137.24 (863.31) 486.77 385.98 2,624.01 (477.33)Unallocated expenses (Net off unallocable income)Profit / (Loss) before interest and tax

2,137.24 (863.31) 486.77 385.98 2,624.01 (477.33)

Finance Costs 3,551.08 3,646.97Profit before tax (927.07) (4,124.30)Tax Expenses 459.79 575.463.Profit/(Loss) after tax (467.28) (3,548.84)4.Other Information i) Segment assets 94,047.88 91,230.47 7,446.43 7,434.57 101,494.31 98,665.04



Particulars Textile Wind Energy Total

Current year Prev. year Current year Prev. year Current year Pre. yearUnallocated corporate assets

1,873.06 1,660.84

Total assets 94,047.88 91,230.47 7,446.43 7,434.57 103,372.37 100,325.88ii) Segment liabilities 12,523.30 4,449.02 7,102.95 6,121.03 19,626.26 10,570.05Unallocated corporate liabilities

36,663.06 47,192.81

Total liablilities 12,523.30 4,449.02 7,102.95 6,121.03 56,289.31 57,762.86Capital Expenditure 2,289.92 842.67 20.20 7.73 2,310.12 850.40Depreciation 1,519.72 1,606.11 357.21 356.15 1,876.92 1,865.25

Secondary Segment - Geographical by location of customersParticulars

Domestic Export Total

Current year Prev. year Current year Prev. year Current year Prev. yearRevenue from Operations 41571.53 40220.68 5908.82 4933.15 47480.35 45153.83Carrying amount of Trade Receivables

5138.40 3637.52 62.89 937.37 5201.29 4574.89

Other Information:The company has common assets for producing goods for domestic market and overseas market.

Note 44: Disclosure u/s 186(4) of the Companies Act, 2013Details pursuant to disclosure requirements of section 186(4) of the Companies Act, 2013 relating to Loan and Investment by the Company:

Particulars

Investment made / Loan

Given / Security Provided during

the year

Balance of Investment / Loan Given / Security

Provided as on 31st March

2019

Rate of Interest (Per Annum) Purpose Maturity Period

MSUM Texfab Limited (Wholly owned subsidiary)

Investment in Share Capital

- 5.00 - Wholly Owned Subsidiary

-

Note 45 Some of the Trade Receivable, Payable and Loans & Advances are Subject to Confirmation and reconcilations.

Note 46 In the opinion of the management ,the Current Assets, Loans and Advances are approximately of the value stated,if realised in the ordinary course of business.

Note 47 As per Ind AS 7, the Company is required to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The Company did not have any material impact on the Statement of Cash Flows therefore reconciliation has not been given.



Note 48: Financial instrumentsI. Fair value measurementsA. Financial instruments by category As at 31 March 2019 As at 31 March 2018 As at 1 April 2017

FVTPL Amortised Cost FVTPL Amortised

Cost FVTPL Amortised Cost

Financial assets Trade receivables - 5,201.29 - 4,574.89 - 4,860.72 Cash and cash equivalents

- 324.71 - 43.92 - 474.67

Bank balances other than above

- 253.68 - 364.57 - 194.89

Others Non Current 464.47 5.00 197.74 5.00 250.38 21.30Current 18.23 477.95 - 472.72 7.29 937.62 482.70 6,262.63 197.74 5,461.10 257.67 6,489.20Financial liabilities Long Term Borrowings - 16,346.82 - 18,013.63 - 19,681.53 Other Non current financial liabilities

- 195.55 - 216.30 - 229.51

Short terms borrowings - 10,224.31 - 9,657.84 - 12,577.24 Trade payables - 2,783.32 - 1,629.14 - 1,949.47 Other current financial liabilities

- 10,993.73 2.19 12,547.05 - 5,988.06

- 40,543.73 2.19 42,063.96 - 40,425.81

B. Fair value hierarchy: This section explains the judgements and estimates made in etermining the fair values of the financial instruments that are:(a) recognised and measured at fair value and(b) measured at amortised cost and for which fair values are disclosed in the financial

statements. To provide an indication about the reliability of the inputs used in determining fair value, the

Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair value - recurring fair value measurements

As at 31 March 2019

Level 1 Level 2 Level 3 Financial assets Investments - - - Derivatives Assets 18.23 - - Total financial assets 18.23 - - Financial liabilities Derivatives - Total financial liabilities - - -




As at 31 March 2018 As at 1st April 2017

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Investments - - - - - - Derivatives - - - 7.29 - - Total financial assets - - - 7.29 - - Financial liabilities Derivatives 2.19 - - - - - Total financial liabilities 2.19 - - - - -

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year

C. Fair value of financial assets and liabilities measured at amortised cost As at 31 March 2019 As at 31 March 2018 As at 1 April 2017

Carrying Amount Fair Value Carrying

Amount Fair Value Carrying Amount Fair Value

Financial assets Trade receivables 5,201.29 5,201.29 4,574.89 4,574.89 4,860.72 4,860.72 Cash and cash equivalents 324.71 324.71 43.92 43.92 474.67 474.67Bank balances other than above

253.68 253.68 364.57 364.57 194.89 194.89

Others Non Current 5.00 5.00 5.00 5.00 21.30 21.30 Current 477.95 477.95 472.72 472.72 937.62 937.62 6,262.63 6,262.63 5,461.10 5,461.10 6,489.20 6,489.20 Financial liabilities Long Term Borrowings 16,346.82 16,346.82 18,013.63 18,013.63 19,681.53 19,681.53 Other Non current financial liabilities

195.55 195.55 216.30 216.30 229.51 229.51

Short terms borrowings 10,224.31 10,224.31 9,657.84 9,657.84 12,577.24 12,577.24 Trade payables 2,783.32 2,783.32 1,629.14 1,629.14 1,949.47 1,949.47 Other current financial liabilities

10,993.73 10,993.73 12,547.05 12,547.05 5,988.06 5,988.06

40,543.73 40,543.73 42,063.96 42,063.96 40,425.81 40,425.81

The carrying amounts of the abovementioned financial assets and financial liabilities are considered to be the same as their fair values, due to their short-term nature.


STANDALONE FINANCIAL STATEMENTII. Financial risk management The Company has exposure to the following risks arising from financial instruments:

- credit risk;- liquidity risk; and- market riski. Risk management framework The Company’s board of directors has overall responsibility for the establishment and

oversight of the Company’s risk management framework. The board of directors has established the processes to ensure that executive management controls risks through the mechanism of property defined framework.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s Audit Committee oversees compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

ii. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a

financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.

The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely both in domestic and export market. The Management impact analysis shows credit risk and impact assessment as low.

Trade and other receivables The Company’s exposure to credit risk is influenced mainly by the individual

characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company Management has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes market check, industry feedback, past financials and external ratings, if they are available, and in some cases bank references. Sale limits are established for each customer and reviewed quarterly. Any sales exceeding those limits require approval from the President of the Company.

More than 60 % of the Company’s customers have been transacting with the Company for over four years, and no impairment loss has been recognized against these customers. In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables



(Rs. in Lakhs, unless stated otherwise) The Company’s exposure to credit risk is influenced mainly by the individual


The carrying amount net of loss allowances of trade receivables is Rs. 5201.29 (31 March 2018 – Rs. 4574.89, 1 April 2017 – Rs. 4860.72).

Ageing of trade receivables are as under:-Particulars As at 31.03.2019 As at 31.03.2018 As at 01.04.2017Current OS (Not Due) 4,009.22 3,818.51 3,179.29 Outstanding less than 1 year 1,328.61 695.73 1,351.86 Outstanding more than 1 year 186.54 295.06 549.70 Total 5,524.37 4,809.30 5,080.85 Less Allowance for credit Loss 323.07 234.41 220.13 5,201.29 4,574.89 4,860.72

During the period, the Company has made no write-offs of trade receivables, it does not expect to receive future cash flows or recoveries from collection of cash flows previously written off. The Company management also pursue all legal option for recovery of dues wherever necessary based on its internal assessment

A default on a financial asset is when counterparty fails to make payments within 60 days when they fall due.

Reconciliation of loss allowance provision – Trade receivables 31 March 2019 31 March 2018 1 April 2017 Opening balance 4,574.89 4,860.72 5,080.85 Change in trade receivables 715.07 (271.55) - Changes in loss allowance 88.66 14.28 220.13 Closing balance 5,201.29 4,574.89 4,860.72

Major Customer In case of textile segment, no single customer has contributed 10% or more to their

respective segment’s revenue for both 2018-19 and 2017-18. In case of wind energy segment, all sales for both 2018-19 and 2017-18 has been made

to a single customer.iii. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the

obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected future cash flows. This is generally carried out at unit level and monitored through caproate office of the Company in accordance with practice and limits set by the Company. These limits vary by location to take into account requirement, future


STANDALONE FINANCIAL STATEMENTcash flow and the liquidity in which the entity operates. In addition, the Company’s liquidity management strategy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.(a) Financing arrangements The company had access to the following undrawn borrowing facilities at the end

of the reporting period:(Rs. in Lakhs, unless stated otherwise)

31 March 2019 31 March 2018 1 April 2017 Floating rate Expiring within one year (bank overdraft and other facilities)

Expiring beyond one year (bank loans) 535.69 782.16 3,447.76 535.69 782.16 3,447.76

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in indian rupee and have an average maturity within a year.

(b) Maturities of financial liabilities The following are the remaining contractual maturities of financial liabilities

at the reporting date. The amounts are gross and undiscounted, and exclude contractual interest payments and the impact of netting agreements.

Carrying Amounts 31 March

2019

Contractual cash flows

Total 0- 1 Year 1–3 years 3-5 years

More than 5 years

Non-derivative financial liabilities

Borrowings 27,340.55 27,340.55 10,993.73 16,346.82 - - Short term borrowings 10,224.31 10,224.31 10,224.31 - - - Trade payables 2,783.32 2,783.32 2,783.32 - - - Total non-derivative liabilities 40,348.18 40,348.18 24,001.36 16,346.82 - -


2018



More than 5 years






Carrying Amounts

1 April 2017



More than 5 years


Borrowings 25,669.58 25,669.58 5,988.06 19,009.51 672.02 - Short term borrowings 12,577.24 12,577.24 12,577.24 - - - Trade payables 1,949.47 1,949.47 1,949.47 - - - Total non-derivative liabilities 40,196.29 40,196.29 20,514.77 19,009.51 672.02 -

The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change.

iv. Market risk Market risk is the risk that changes in market prices – such as foreign exchange rates

and interest rates – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Company uses derivatives like forward contracts to manage market riskson account of foreign exchange and various debt instruments on account of interest rates. All such transactions are carried out within the guidelines set by the Risk Management Committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.

v. Currency risk The Company is exposed to foreign exchange risk arising from foreign currency

transactions, primarily with respect to the USD and small exposure in EUR and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (Rs.). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the Rs. cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis. The Company also take help from external consultants who for views on the currency rates in volatile foreign exchange markets.

Currency risks related to the principal amounts of the Company’s foreign currency payables, have been partially hedged using forward contracts taken by the Company.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.



Exposure to currency risk The summary quantitative data about the Company’s exposure to currency risk as

reported to the management of the Company is as follows: As at 31 March 2019 As at 31 March 2018 As at 1 April 2017

USD EUR USD EUR USD EUR

Financial assets Trade receivables - 0.49 12.33 0.50 12.46 0.47 Advance From Customer (0.65) - - - - - Other payables (0.02) (0.01) (0.09) - 0.36 0.03 Advance to creditors 0.00 0.13 - 0.28 - 0.52 Loan PCPF (10.10) (1.32) (17.97) - (21.00) - Forward MTM (5.12) (0.81) (2.30) (0.47) (2.32) - Net statement of financial position exposure

(15.87) (1.53) (8.03) 0.31 (10.51) 1.02

JPY CHF JPY CHF JPY CHF

Financial assets Advance to creditors 10.53 0.16 17.98 0.06 Net statement of financial position exposure

10.53 0.16 17.98 0.06 - -

The following significant exchange rates (INR) have been applied Average Rates Year end spot rates

31 March 2019

31 March 2018

31 March 2019

31 March 2018

1 April 2017

USD 1 71.45 64.18 69.17 65.18 64.85 EUR 1 79.05 79.41 77.70 80.81 69.29 JPY 1 0.6457 0.6116 0.6252 0.6151 - CHF 1 74.13 66.39 69.71 68.50 -

Interest rate risk The Company’s main interest rate risk arises from long-term borrowings with variable

rates, which expose the Company to cash flow interest rate risk. During 31 March 2019 and 31 March 2018, the Company’s borrowings at variable rate were denominated in Indian Rupees and US Dollars.

Currently the Company’s borrowings are within acceptable risk levels, as determined by the management, hence the Company has not taken any swaps to hedge the interest rate risk.



(Rs. in Lakhs, unless stated otherwise) Exposure to interest rate risk The interest rate profile of the Company’s interest-bearing financial instruments as

reported to the management of the Company is as follows. Nominal Amount

31 March 2019 31 March 2018 1 April 2017 Fixed-rate instruments Financial assets - - -

Financial liabilities - - - - - - Variable-rate instruments Financial assets 7,241.51 5,658.84 6,746.88 Financial liabilities (40,543.73) (42,066.16) (40,425.81)Total (33,302.22) (36,407.32) (33,678.93)

Cash flow sensitivity analysis for variable-rate instruments A reasonably possible change of 100 basis points in interest rates at the reporting date

would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Profit or loss Equity, net of tax

50 bp increase

50 bp decrease

50 bp increase

50 bp decrease

31 March 2019 Variable-rate instruments (166.51) 166.51 (111.46) 111.46 Cash flow sensitivity (166.51) 166.51 (111.46) 111.46 31 March 2018 Variable-rate instruments (182.04) 182.04 (121.85) 121.85 Cash flow sensitivity (182.04) 182.04 (121.85) 121.85

Fair value sensitivity analysis for fixed-rate instruments The Company does not account for any fixed-rate financial assets or financial liabilities

at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.



Note 49: First Time Adoption of Ind ASAs stated in note 2, these are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2019, the comparative information presented in these financial statements for the year ended March 31, 2018 and in the preparation of an opening Ind AS statement of financial position at April 1, 2017 (the Company’s date of transition). In preparing its opening Ind AS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with Indian GAAP (previous GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

Exemptions and exceptions availed Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions

applied in the transition from previous GAAP to Ind AS.A. Ind AS optional exemptions Ind AS 101 allow first-time adopters certain exemptions from the retrospective application of

certain requirements under Ind AS. The company has applied the following exemptionsi) Property Plant and Equipment and Intangible Assets The Company has elected to measure an item of Property plant and Equipments and

intangible assets at the date of transition to Ind AS as at its fair value and use that fair value as deemed cost at that date.

ii) Determining whether an arrangement contains a Lease Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement

contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to apply this exemption for such contracts/arrangements.

iii) Investments in Subsidiaries As permitted by para D14 & D15 of Ind AS 101, the Company has elected to measure

the investments in subsidiaries at Deemed Cost calculated at the previous GAAP carrying amount as on the date of transition, as the Company has elected to measure such investments at Cost under Ind AS 27 “Separate Financial Statements”.

B. Ind AS mandatory exceptionsi) Estimates The estimates at April 01, 2017 and March 31, 2018 are consistent with those made

for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences if any, in accounting policies) apart from the items where application of Indian GAAP did not require estimation. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at the transition date and as of March 31, 2018.

ii) Classification and measurement of financial assets The Company has classified the financial assets in accordance with Ind AS 109 on the

basis of facts and circumstances that exist at the date of transition to Ind AS.C. Reconciliations between previous GAAP and Ind AS Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows

for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.




Reconciliation of equity

Particulars Notes to first-time adoption

As at 1st April 2017 As at 31 March 2018

Previous GAAP*

Adjust-ments Ind AS Previous

GAAP* Adjust-

ments Ind AS

ASSETS Non-current assets Property, Plant and Equipment 1 31,206.11 43,372.23 74,578.34 30,715.96 43,458.27 74,174.23Capital work-in-progress 835.20 - 835.20 17.61 - 17.61Investment Properties 2 2,682.26 (987.22) 1,695.04 2,682.26 (1,042.84) 1,639.42Intangible Assets 1 52.83 59.23 112.06 21.05 11.74 32.79Biological Assets Other than Bearer Plants

3 - 4.56 4.56 - 4.56 4.56

Financial assets - -(i) Investments 4 242.03 (237.03) 5.00 242.03 (237.03) 5.00

(ii) Other Non Current Finacial Assests

4 316.53 (49.85) 266.68 247.59 (49.85) 197.74

Other Non Current Assets 5 64.88 283.09 347.97 96.74 261.61 358.35

Current assets - -Inventories 7,198.03 - 7,198.03 7,099.91 - 7,099.91Financial assets (i) Trade receivables 6 4,984.41 (123.69) 4,860.72 4,646.35 (71.46) 4,574.89(ii) Cash and cash equivalents 474.67 - 474.67 43.92 - 43.92

(iii) Bank balances other than (ii) above

194.89 - 194.89 364.57 - 364.57

(iv) Other current financial assets 944.92 - 944.92 472.72 - 472.72

Current Tax Assets (Net) 1,133.05 - 1,133.05 1,179.74 - 1,179.74

Other current assets 5 3,849.37 29.07 3,878.44 4,076.19 21.88 4,098.07

TOTAL ASSETS 54,179.18 42,350.39 96,529.57 51,906.64 42,356.88 94,263.52

EQUITY AND LIABILITIES Equity Equity share capital 4,320.00 - 4,320.00 4,320.00 - 4,320.00Other equity 7 9,448.34 32,275.42 41,723.77 6,180.13 32,062.90 38,243.03LIABILITIES Non-current liabilities Financial liabilities (i) Borrowings 19,681.53 - 19,681.53 18,013.63 - 18,013.63(ii) Other financial liabilities 229.51 - 229.51 216.30 - 216.30Provisions 82.56 - 82.56 98.82 - 98.82Deferred tax liabilities (net) 8 (1,713.92) 9,457.61 7,743.69 (2,368.63) 9,565.80 7,197.17Other non current liabilities - 564.35 564.35 - 518.67 518.67 Current liabilities Financial liabilities (i) Borrowings 12,577.24 - 12,577.24 9,657.84 - 9,657.84 (ii) Trade payables 1,949.47 - 1,949.47 1,629.14 - 1,629.14 (iii) Other financial liabilities 5,988.06 - 5,988.06 12,547.71 1.53 12,549.24 Other current liabilities 543.79 45.65 589.44 524.41 19.14 543.55 Provisions 1,072.65 7.30 1,079.95 1,087.29 188.84 1,276.13TOTAL EQUITY AND LIABILITIES 54,179.18 42,350.39 96,529.57 51,906.64 42,356.88 94,263.52

*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.



Reconciliation of total comprehensive income for the year ended 31 March 2018

Particulars Previous GAAP* Adjustments IndAS

Revenue Revenue from operations 45,639.79 (485.96) 45,153.83 Other income 278.71 43.93 322.64 Total income 45,918.50 (442.03) 45,476.47 Expenses Cost of materials consumed 28,013.97 - 28,013.97 Changes in inventories of finished goods, stock-in-Trade and work-in-progress

730.39 - 730.39

Employee benefits expense 5,013.73 75.71 5,089.44 Finance costs 3,629.58 17.39 3,646.97 Depreciation and amotization expense 1,945.18 17.08 1,962.26 Other expenses 10,503.39 (345.65) 10,157.74 Total Expenses 49,836.24 (235.47) 49,600.77 Profit/ (loss) before tax (3,917.24) (206.56) (4,124.30) Tax expense: Current tax - Income Tax related to earlier years 5.18 - 5.18 Deferred tax (654.71) 74.07 (580.64) Profit/ (loss) for the period (A) (3,268.21) (280.63) (3,548.84) Other comprehensive income Items that will not be reclassified to profit or loss Remeasurement of defined benefit plans - 102.22 102.22 Income tax relateing to remeasurement of defined benefit plans - (34.12) (34.12) Total other comprehensive income for the period (B) - 68.10 68.10 Total comprehensive income for the period (A + B) (3,268.21) (212.53) (3,480.74)


Reconciliation of total equity as at 31 March 2018 and 1 April 2017 Particulars 31 March 2018 1 April2017 Total equity (shareholder’s funds) as per previous GAAP 10,500.13 13,768.34 Adjustments: Impact of Lease conversion from financial to operating lease 31.73 Impact Effective Interest Rate 16.03 Impact of Expected Credit Loss (123.69) Impact of Fair valuation of Non-Current Investments (237.03) Impact of fair valuation of Property, Plant & equipment and Intangible Assets 48,759.34 Reversal of revaluation reserve in retained earnings (6,656.14) Impact of fair valuation of Financial Assets and Others (57.20) Impact on Statement of Profit & Loss (as stated below) (212.53) - Impact of defered tax on above (9,457.61) Total adjustments (212.53) 32,275.43 Net impact brought forward from Opening balance sheet 32,275.43 - Total equity as per Ind AS 42,563.03 46,043.77



(Rs. in Lakhs, unless stated otherwise)Reconciliation of total comprehensive income for the year ended 31 March 2018 Particulars Amount Profit/(Loss) after tax under IGAAP (3,268.21) Adjustments Impact of Expected credit loss 52.23Impact of Effective Interest Rate (15.84)Impact of fair value of Other Contingencies (181.00)Acturial Gain/Loss on defined benefit plan (75.70)Impact of Lease conversion from financial to operating lease 4.76Fair value of Forward Contracts (1.52)Impact on depreciation and Others 8.35Impact of Deferred tax (71.92) Total adjustments (280.63) Profit/(Loss) after tax as per Ind AS (3,548.84) Other Comprehensive Income (Net of deferred tax) 68.10 Total Comprehensive income for the year (3,480.74)

Impact of Ind AS adoption on the statements of cash flows for the year ended 31 March 2018


Net cash flow from operating activities 1,910.73 16.58 1,927.31 Net cash flow from investing activities (844.24) 0.82 (843.42) Net cash flow from financing activities (1,497.24) (17.40) (1,514.64) Net increase/(decrease) in cash and cash equivalents (430.75) (0.00) (430.75) Cash and cash equivalents as at 1 April 2017 474.67 - 474.67 Cash and cash equivalents as at 31 March 2018 43.92 (0.00) 43.92

*The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.D. Notes to first-time adoption:

1 Fair Value as deemed cost - Property Plant and Equipment (PPE) The Company has opted the option of fair value as deemed cost for the Property Plant

and Equipment as on the date of transition to Ind AS. This has resulted in increase of 43,431.46 Rs in Lakhin the value of the Property Plant and Equipment with corresponding increase in retained earnings of 43,431.46 and deferred tax liability of 8525.23. Further, the company has also recognised the revision in useful life as on date of transition to Ind AS to retained earnings and deferred tax liability.



Fair Value as deemed cost as on transition date for respective category of PPE is as under:

Category

Carrying value

under Indian GAAP as on 01.04.2017

Fair value adjust-ments

Carrying value

under Ind AS as on

01.04.2017

Carrying value



Carrying value as on 31.03.2018 under Ind

AS

Freehold land 5,697.16 39,958.87 45,656.03 5,697.16 39,958.87 45,656.03 Land lease hold 244.25 (244.25) - 228.21 (228.21) - Building 1,934.56 3,074.71 5,009.27 2,516.91 3,123.21 5,640.12 Plant and equipment

21,231.46 657.59 21,889.05 20,256.13 642.81 20,898.94

Electrical Installation

1,675.80 (69.30) 1,606.50 1,751.39 (74.81) 1,676.58

Furniture and fixtures

253.72 9.11 262.83 157.67 27.88 185.55

Office equipments 51.05 5.11 56.16 28.41 8.65 37.06 Vehicles 118.11 (19.61) 98.50 80.08 (0.13) 79.95 Computer software

52.83 59.23 112.06 21.05 11.74 32.79

Total 31,258.94 43,431.46 74,690.40 30,737.01 43,470.01 74,207.02

2 Investment Property Land and building in that are held for long-term rentals yields and/or capital appreciation

are classified as Investment Property. Revaluation reserve was create in earlier has reversed.

3 Biological Assets Other than Bearer Plants has been recogonised as per Ind As4 Expected Credit Loss Model Ind-AS 109 requires to recognize loss allowances on trade receivable and other financial

assets of the Company, at an amount equal to the lifetime expected credit loss or the 12 month expected credit loss based on the increase in the credit risk.

5 Leases Under India GAAP, lease agreement to use land was excluded from accounting of

leases under AS 19. Under IND AS, use of land is not excluded from accounting of leases. Due to the above, measurement amount of lease, operating or finance has been changed.

6 Deferred Revenue Under India GAAP, grants received from government agencies against specific fixed

assets (Property, Plant and Equipment) are adjusted to the cost of the assets. Under IND AS the same has been presented as deferred revenue being amortised in the statement of profit & loss on a systematic basis.



8 Remeasurements of post-employment benefit obligations Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan

assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of statement of profit and loss. Under the previous GAAP, these remeasurements were forming part of



the statement of profit and loss for the year. As a result of this change, the loss for the year ended March 31, 2018 increased by Rs.102.22 (Net of tax Rs. 68.09) There is no impact on the total equity as at 31 March 2018.

9 Long Term Borrowings Under Indian GAAP, the Company accounted for long term borrowings measured at

transaction value. Under Ind AS, the Company has recognised the long term borrowings at amortised cost using effective interest rate (EIR).

10 Deferred Tax Under previous GAAP, deferred tax was prepared using income statement approach.

Under Ind AS, company has prepared deferred tax using balance sheet approach. Also, deferred tax have been recognised on the adjustments made on transition to Ind AS.

11 Retained earnings Retained earnings as at April 1, 2017 has been adjusted consequent to the above Ind

AS transition adjustments12 Other comprehensive income Under Ind AS, all items of income and expense recognised in a period should be

included in the statement of profit and loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans and tax thereon. The concept of other comprehensive income did not exist under previous GAAP.

Note 50: Capital managementThe Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The following table summarises the capital of the Company :Particulars 31.03.2019 31.03.2018 01.04.2017 Equity Share Capital 5,701.22 4,320.00 4,320.00 Other Equity 41,381.86 38,243.03 41,723.77 Total Equity 47,083.08 42,563.03 46,043.77 Non-Current Borrowings 16,346.82 18,013.63 19,681.53 Current maturities of Non-Current Borrowings 9,584.31 11,265.40 4,511.40 Current Borrowings 10,224.31 9,657.84 12,577.24 Total Debts 36,155.44 38,936.87 36,770.17

The accompanying notes are an integral part of these financial statementsAs per our report of even date








B. K. SipaniPartner





AUDITOR'S REPORTINDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MAHARAJA SHREE UMAID MILLS LIMITEDReport on the Audit of the Consolidated Financial Statements

OpinionWe have audited the accompanying consolidated financial statements of Maharaja Shree Umaid Mills Limited (“the Parent Company”) and its subsidiary (the Parent Company and its subsidiary together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2019, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).In our opinion and to the best of our information and according to the explanations given to us, 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 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, the consolidated loss, consolidated total comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date.Basis for OpinionWe conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit MattersReporting of key audit matters are not applicable.

Other InformationThe Parent Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the consolidated 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 and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the 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.Responsibilities of Management for the Consolidated Financial StatementsThe Parent Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of 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 in accordance with the accounting principles generally accepted in India, including Ind AS. 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 of the assets of the respective companies included in the Group 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 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 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 Company, as aforesaid.

AUDITOR'S REPORT


In preparing the consolidated financial statements, the respective Board of Directors of the Parent company and of its subsidiary are responsible for assessing the ability of the Company and of its subsidiary 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.The respective Board of Directors of the Parent Company and of its subsidiary are also responsible for overseeing the financial reporting process of the Parent Company and of its subsidiary.Auditor’s Responsibilities for the Audit of the Consolidated Financial StatementsOur 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, misrepresentations, or the override of internal control.

• Obtain an understanding of internal 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 Group 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 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 Parent Company and its subsidiary 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 Parent Company and its subsidiary 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 of such entities or business activities within the Group to express an opinion on the consolidated financial statements, of which we are the independent Auditors. We are responsible for the direction, supervision and performance of the audit of financial information of such entities. For the other entities included in the consolidated financial statements, which have been audited by 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. Our responsibilities in this regard are further described in the section titled ‘Other Matters’ in this audit report.

We communicate with those charged with governance of the Parent Company and such other entities included in the consolidated financial statements of which we are the independent auditors 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


AUDITOR'S REPORTaudit.

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.

Report on Other Legal and Regulatory RequirementsAs required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements and the other financial information of subsidiary, as noted in the ‘other matter’ paragraph, 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 & Loss and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2013;

(e) On the basis of the written representations received from the Directors of the Group as on 31 March 2019 taken on record by the Board of Directors of the respective Company, none of the Directors of the Group companies incorporated in India is

disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting with reference to these consolidated financial statements of the Parent Company and its subsidiary company incorporated in India, refer to our separate Report in “Annexure A” to this report;

(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 /provided 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 and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiary, as noted in the ‘Other matter’ paragraph:(i) The consolidated financial statements

disclose the impact of pending litigations on its consolidated financial position of the Group in its consolidated financial statements – Refer Note 38 to the consolidated financial statements;

ii. The Group did not have any material foreseeable losses in long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Group.


AUDITOR'S REPORT


ANNEXURE AReport 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 Maharaja Shree Umaid Mills Limited (‘the Parent Company”) and its subsidiary company incorporated in India (the Parent Company and its subsidiary together referred to as “the Group”), as of March 31, 2019 in conjunction with our audit of the consolidated financial statements of the Parent Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe respective Board of Directors of the Parent Company and its subsidiary company incorporated in India are responsible for establishing and maintaining internal financial controls based on the internal control over the financial reporting criteria established by the respective 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 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 ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls with reference to consolidated financial statements 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 as audit of internal financial controls, both applicable to an audit of Internal Financial 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 of and

plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements 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 with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statement included obtaining an understanding of internal financial controls with reference to consolidated financial statement, 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 consolidated 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 with reference to consolidated financial statements.Meaning of Internal Financial Controls over Financial ReportingA 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 authorization 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


AUDITOR'S REPORTControls over Financial ReportingBecause of the inherent limitations of Internal Financial Controls with reference consolidated financial statements, 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 controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion the Group has, in all material respects, an adequate internal financial controls system with reference to consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the parent 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.


CONSOLIDATED FINANCIAL STATEMENT


BALANCE SHEET AS ON MARCH 31, 2019(Rs. in Lakhs, unless stated otherwise)

Note As at March 31, 2019



Assets Non-current assets Property, plant and equipment 3a 73,600.61 74174.23 74578.34 Capital work-in-progress 3b 109.27 17.61 835.20 Investment property 4 1178.35 1639.42 1695.04 Other Intangible assets 5 - 32.79 112.06 Biological assets other than bearer plants 6 4.56 4.56 4.56 Financial assets i) Investments 7 - - - ii) Other financial assets 8 464.47 197.74 266.68 Other non current assets 9 242.71 358.35 347.97 Total non current assets 75599.97 76424.70 77839.85 Current assets Inventories 10 8182.59 7099.91 7198.03 Financial assets i) Trade receivables 11 5201.29 4574.89 4860.72 ii) Cash & cash equivalents 12 325.96 45.67 477.09 iii) Bank balances other than (ii) above 13 253.68 364.57 194.89 iv) Other financial assets 14 496.18 472.72 944.92 Current tax assets (net) 15 1391.76 1179.74 1133.05 Other current assets 16 4875.77 4098.07 3878.44

Total current assets 20727.23 17835.57 18687.14 Total assets 96327.20 94260.27 96526.99 Equity and liabilities Equity Equity share capital 17 5701.22 4320.00 4320.00 Other equity 18 41377.96 38239.62 41720.86 Total equity 47089.18 42559.62 46040.86 Liabilities Non-current liabilities Financial liabilities i) Borrowings 19 16346.82 18013.63 19681.53 ii) Other financial liabilities 20 195.55 216.30 229.51 Provisions 21 47.09 98.82 82.56 Deferred tax liabilities (Net) 22 6735.59 7197.17 7743.69 Other non current liabilities 23 472.99 518.67 564.35 Total non current liabilities 23798.04 26044.59 28301.64 Current liabilities Financial liabilities i) Borrowings 24 10224.31 9657.84 12577.24 ii) Trade payables 25 (A) Total outstanding dues of micro enterprises and

small enterprises; 113.09 - -

(B) Total outstanding dues of creditors other than micro enterprises and small enterprises

2670.38 1629.30 1949.75

iii) Other financial liabilities 26 10993.73 12549.24 5988.06 Other Current liabilities 27 639.17 543.55 589.49 Provisions 28 809.30 1276.13 1079.95 Total current liabilities 25449.98 25656.06 22184.49

Total liabilities 49248.02 51700.65 50486.13 Total equity & liabilities 96327.20 94260.27 96526.99 Summary of significant accounting policies and other notes on financial statements 1-50 0.00

The accompanying notes are an integral part of the financial statementsAs per our report of even date








B. K. SipaniPartner






STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31 2019(Rs. in Lakhs, unless stated otherwise)

Note 2018-2019 2017-2018

Income

Revenue from operations 29 47480.35 45153.83

Other income 30 875.90 322.64

I. Total Revenue 48356.25 45476.47

Expenses Cost of materials consumed 31 29879.47 28013.97

Changes in inventories of finished goods, work-in-process and traded goods

32 325.49 730.39

Employee benefits 33 4571.67 5089.44

Finance costs 34 3551.08 3646.97

Depreciation and amortization 35 1876.92 1962.26

Others 36 9079.18 10158.24

II. Total expenses 49283.81 49601.27

Profit/ (Loss) before tax (I-II) (927.56) (4,124.80)

Tax Expenses :

Current tax - 5.18

Deferred tax charge/ (reversal) 22 (459.79) (580.64)

Net profit/ (loss) for the year (A) (467.77) (3,549.34)

Other comprehensive income (OCI)

Items that will not be reclassified to profit & loss

Remeasurement of defined benefit liabilities/assets (5.37) 102.22

Tax relating to above 1.79 (34.12)

Total other comprehensive income for year (B) (3.58) 68.10

Total comprehensive income (A+B) (471.35) (3,481.24)

Earnings per equity share of Rs 10 each 38

Basic (1.08) (8.22)

Diluted (1.08) (8.22)

Summary of significant accounting policies and other notes on financial statements 1-50

The accompanying notes are an integral part of these financial statements As per our report of even date








B. K. SipaniPartner






CASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31,2019(Rs. in Lakhs, unless stated otherwise)2018-19 2017-18

A. CASH FLOW FROM OPERATING ACTIVITIES Net profit before tax (927.56) (4,124.80) Adjustments for : Depreciation 1,876.92 1,962.26 Interest received (41.72) (53.37) Finance costs 3,551.08 3,646.97 Net (Profit)/Loss on sale of property, plant & equipment (68.82) (14.89) Deferred Government Subsidies (45.68) (45.68) 5271.78 5495.29 Operating Profit before Working Capital Changes 4344.22 1370.49 Movements in working capital :- (Increase)/ Decrease in trade receivables & other

receivables(552.19) 205.55

(Increase )/ Decrease in Inventories (1,082.67) 98.12 (Increase)/ Decrease in other financial assets (291.11) 524.26 Increase/ (Decrease) in trade and other payables 1,247.61 (366.40) Increase/ (Decrease) in other financial liabilities (20.61) (168.16) Increase/ (Decrease) in provisions (523.93) (1,222.91) 314.66 608.03 Cash Generated from Operations 3121.31 1978.52 Income tax paid (net of refunds) (212.02) (51.88) Net Cash Flow from (used in) Operating Activities 2,909.29 1,926.64B. CASH FLOW FROM INVESTING ACTIVITIES Purchases of property, plant and equipments (1,590.49) (888.93) Proceeds from sales of property, plant & equipments 655.02 145.77 Movement in term deposit 109.94 (154.20) Interest received 42.65 53.94 Net cash used in Investing activities (782.88) (843.42)C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds of long term borrowings 24,060.00 5,086.10 Proceeds of short term borrowings 10,395.00 (2,919.40) Repayment of long-term borrowing (22,712.90) - Repayment of short-term borrowing (9,523.53) - Finance Costs (net of TUFS subsidy and interest

capitalised)(4,055.60) (3,681.34)

Expenses incurred for increase in authorized Share Capital (9.09) -

Net cash flow from (used in) financing activities (1846.12) (1514.64) Net increase in Cash and Cash Equivalents 280.29 (431.42) Cash and cash equivalents(Opening Balance) 45.67 477.09 Cash and cash equivalents (Closing Balance) (Refer Note 10) 325.96 45.67

Notesa) The above Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, ‘Statement of Cash Flows’.b) The Notes are an integral part of the financial statements.As per our report of even date








B. K. SipaniPartner






STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019(Rs. in Lakhs, unless stated otherwise)

A) Equity share capital No. of Shares Amount Issued, subscribed and paid Up Equity shares of Rs 10 Each as at April 1, 2017 43,200,000 4,320.00 Equity share issued during the year - - Balance as at March 31, 2018 43,200,000 4,320.00 Equity Share issued during the year 13,812,155 1,381.22 Balance as at March 31, 2019 57,012,155 5,701.22

(B) Other equity

Particulars

Reserve & surplus Other

comprensive income

Total Securities premium

Capital reserve

General reserve

Retained earnings

Remeasure-ment of defined

benefit plans Restated balance as at 01.04.2017

3,456.00 0.69 500.00 37,738.17 26.00 41,720.86

Profit / (Loss) for the year - - - (3,549.34) - (3,549.34)Other comprehensive income/ (loss) for the year

- - - - 68.10 68.10

Balance at 31.03.2018 3,456.00 0.69 500.00 34,188.83 94.10 38,239.62Share premium on issuance of Equity Shares (net of expenses)

3,609.69 - - - - 3,609.69

Profit / (Loss) for the year - - - (467.77) - (467.77)Other comprehensive income/ (loss) for the year

- - - - (3.58) (3.58)

Balance at 31.03.2019 7,065.69 0.69 500.00 33,721.06 90.52 41,377.96

Nature and purpose of other reserves/ other equitySecurities premiumThis Reserve represents premium received on issue of shares and can be utilized in accordance with the provisions of the Companies Act, 2013.Capital reserveThe balance in capital reserve has mainly arisen consequent to merger in the previous years.General reserveThe Company appropriates a portion to general reserves out of the profits voluntarily to meet future contingencies. The said reserve is available for payment of dividend to shareholders as per the provisions of the Companies Act, 2013.Retained earningsRetained earnings are mainly includes fair value gain on property, plant and equipents and others adjustments on adoption of Ind-AS as on April 01, 2017 and profits earned by the Company after transfer to general reserve and payment of dividend to shareholders.The accompanying notes are an integral part of these financial statements As per our report of even date








B. K. SipaniPartner






1. Reporting Entity The Consolidated Financial Statements comprise financial statements of Maharaja

Shree Umaid Mills Ltd. (“the Company” or “Parent”) and its subsidiary (the Holding Company and its subsidiary together referred to as “the Company”) for the year ended March 31, 2019.

The Company is a manufacturer of cotton yarn, cotton polyester blended yarn, polyester/viscose yarn, cotton/man made fabrics and also engaged in the generation and sale of wind power with its facilities located in the State of Rajasthan

These consolidated financial statements were authorised for issue by the Board of Directors in their meeting held on 20th May’2019.

2. Significant Accounting Policies The Company has consistently applied the following accounting policies to all periods presented

in the financial statements.2.1 Basis of preparation The consolidated financial statements of the Company comply with all material aspects

with Indian Accounting Standards (“Ind AS”) as prescribed under section 133 of the Companies Act, 2013 (“the Act”), as notified under the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India.

Accounting Policies have been consistently applied except where a newly issued accounting standards is initially adopted or a revision to an existing accounting standard required a change in the accounting policy hitherto in use.

2.2 Basis of consolidation The Consolidated Financial Statements incorporate the financial statements of the

Company and entities controlled by the Company. Control is achieved when only if the Group:

• has power over the investee;• is exposed or has rights to variable return from its involvement with the investee, and• has the ability to use its power over the investee to affect its returns. The Group 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 Group has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee.• Rights arising from other contractual arrangements.• The Group’s voting rights and potential voting rights• The size of the Parent Company’s holding of voting rights relative to the size and

dispersion of the holdings of the other voting rights holders. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary

and ceases when the Group loses control of the subsidiary. Assets, liabilities, income, expenses and other comprehensive income of a subsidiary acquired or disposed of during the year are included in the Consolidated Financial Statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Consolidated Financial Statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in preparing the


CONSOLIDATED FINANCIAL STATEMENTConsolidated Financial Statements to ensure conformity with the Group’s accounting policies. The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Company, i.e., year ended on March 31.

List of entities considered in Consolidated Financial Statements are as disclosed in Note no. 44a.

Consolidation Procedure Combine like items of assets, liabilities, equity, income, expenses, other comprehensive

income and cash flows of the parent with those of its subsidiary. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the Consolidated Financial Statements at the acquisition date.

Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of subsidiary. Business combinations policy explains how to account for any related goodwill.

Eliminate in full intra group assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the Group (profits or losses resulting from intra group transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Intra group losses may indicate an impairment that requires recognition in the Consolidated Financial Statements. Appropriate adjustments for deferred taxes are made for temporary differences that arise from the elimination of unrealised profits and losses from intra group transactions or undistributed earnings of Group’s entity included in consolidated Profit & Loss, if any.

Business combinations and goodwill Business combinations are accounted for using the acquisition method. At the acquisition

date, identifiable assets acquired and liabilities assumed are measured at fair value. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. The consideration transferred is measured at fair value at acquisition date and includes the fair value of any contingent consideration. However, deferred tax asset or liability and any liability or asset relating to employee benefit arrangements arising from a business combination are measured and recognized in accordance with the requirements of Ind AS 12, ‘Income Taxes’ and Ind AS 19, ‘Employee Benefits’, respectively.

Where the consideration transferred exceeds the fair value of the net identifiable assets acquired and liabilities assumed, the excess is recorded as goodwill. Alternatively, in case of a bargain purchase wherein the consideration transferred is lower than the fair value of the net identifiable assets acquired and liabilities assumed, the difference is recorded as a gain in other comprehensive income and accumulated in equity as capital reserve. The costs of acquisition excluding those relating to issue of equity or debt securities are charged to the Consolidated Statement of Profit & Loss in the period in which they are incurred.

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.

2.3 Basis of measurement The consolidated financial statements have been prepared under the historical cost

convention on accrual basis except in case of claims lodged with insurance company but not settled and interest on overdue debts confrom customers due to uncertainty in realisation are accounted for on receipt/settlement and the following items, which are measured on following basis on each reporting date:



Certain financial assets and liabilities (including derivative instruments) that is measured at fair value

Defined benefit liability/(assets): present value of defined benefit obligation less fair value of plan assets.

Financial instrument - measured at fair value; 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 observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company take 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.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements 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 prices (unadjusted) in active markets for identical assets or liabilities that the company can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.2.4 Functional and presentation currency These consolidated financial statements are presented in Indian National Rupee (‘INR’),

which is the Company’s functional currency. All amounts have been rounded to the nearest Lakhs, unless otherwise indicated.

2.5 Use of judgements and estimates The preparation of these consolidated financial statements, management has made

judgements, estimates and assumptions that affect the application of the company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Management believes that these estimates used in the preparation of the consolidated financial statements are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognized prospectively in the current and future periods.

A. Judgements Information about the judgements made in applying accounting policies that have the most

significant effects on the amounts recognised in the consolidated financial statements have been given below:

Classification of leases into finance and operating lease Classification of financial assets: assessment of business model within which the assets

are held and assessment of whether the contractual terms of the financial asset are solely payments of principal and interest on the principal amount outstanding.

B. Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk

of resulting in a material adjustment in the consolidated financial statements for every period ended is included below:

Measurement of defined benefit obligations: key actuarial assumptions; Recognition of deferred tax assets: availability of future taxable profit against which

carry-forward tax losses can be used;


CONSOLIDATED FINANCIAL STATEMENT Impairment test: key assumptions underlying recoverable amounts. Useful life and residual value of fixed assets Recognition and measurement of provisions and contingencies: key assumptions about

the likelihood and magnitude of an outflow of resources Impairment of financial assets: key assumptions used in estimating recoverable cash

flows:2.6 Classification of Assets and Liabilities as Current and Non-Current The Company presents assets and liabilities in the consolidated balance sheet

based on current/ non-current classification. An asset/liabilities is treated as current when it is:

Expected to be realised/settled (liabilities) or intended to be sold or consumed in normal operating cycle.

Held primarily for the purpose of trading Expected to be realised/settled within twelve months after the reporting period, or Cash and cash equivalent unless restricted from being exchanged or used to settle a

liability for at least twelve months after the reporting period or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other assets/liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets/liabilities.

The operating cycle is the time between the acquisition of the assets for processing and their realisation in cash and cash equivalents

2.7 Property, plant and equipment Recognition and measurement Items of property, plant and equipment are stated at cost less accumulated depreciation

and accumulated impairment loss, if any. The cost of assets comprises of purchase price and directly attributable cost of bringing the assets to working condition for its intended use including borrowing cost and incidental expenditure during construction incurred up to the date when the assets are ready to use. Capital work in progress includes cost of assets at sites, construction expenditure and interest on the funds deployed less any impairment loss, if any.

On transition to Ind AS, the Company has adopted Fair Valuation Model to measure an item of Property, Plant & Equipment (PPE) & use that fair value as its deemed cost at the date of transition i.e. 1st April, 2017.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as a separate item (major components) of property, plant and equipment. As per management policy, component accounting is followed when value of component is more than Rs. 20 lacs and it cover 10% value of main asset. Any gain on disposal of property, plant and equipment is recognised in Statement of Profit and loss.

Subsequent Measurement Subsequent expenditure is capitalised only if it is probable that the future economic benefits

associated with the expenditure will flow to the company. Depreciation Depreciation on all fixed assets, other than plant & machinery & electrical installation,

is provided for on Written down Value Method (WDV) with reference to the economic useful life of the assets as prescribed by Schedule II of the Companies Act, 2013 or re-assessed by the Company as per technical assessment given herein below:



Assets Useful lives as per technical certificate recomputed from the date of transition

Factory Building 60 YearsNon-Factory Building 30 Years

Depreciation on plant & machinery is provided for on Straight Line Method (SLM) with reference to the economic useful life of the assets as prescribed by Schedule II of the Companies Act, 2013 or re-assessed by the Company as per technical assessment given herein below:

Assets Useful lives as per technical certificate

Plant & Machinery used in textile division 30 Years (On single shift basis)

Depreciation on additions to or on disposal of assets is calculated on pro-rata basis. Depreciation methods, useful lives and residual values are reviewed in each financial

year end and changes, if any, are accounted for prospectively.2.8 Intangible assets Intangible Assets acquired separately are stated at cost less accumulated amortization and

impairment loss, if any. Intangible assets are amortized on straight line method basis over the estimated useful life. Estimated useful life of the Software is considered as 5 years. Amortisation methods, useful lives and residual values are reviewed in each financial year end and changes, if any, are accounted for prospectively.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in the consolidated statement of profit and loss when the asset is derecognised. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired, impairment loss is recognised in the consolidated statement of profit & loss.

Investment properties Investment Property is property (comprising land or building or both) held to earn rental

income or for capital appreciation or both, but not for sale in ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

Upon initial recognition, an investment property is measured at cost. Subsequently they are stated in the balance sheet at cost, less accumulated depreciation and accumulated impairment losses, if any. Any gain or loss on disposal of investment property is determined as the difference between net disposal proceeds and the carrying amount of the property and is recognized in the consolidated statement of profit and loss.

The depreciable investment property i.e., buildings, are depreciated on a straight-line method at a rate determined based on the useful life as provided under Schedule II of the Act. Investment properties are derecognized either when they have been disposed of or when they are permanently withdrawn from the use and no future economic benefit is expected from their disposal. The net difference between the net disposal proceeds and the carrying amount of the asset is recognized in the consolidated statement of profit and loss in the period of derecognition.

Biological Assets Biological Assets are recognized when the entity controls the asset as a result of past

events and it is probable that future economic benefits associated with the asset will flow to the entity and the fair value or cost of the asset can be measured reliably. A biological asset is measured on initial recognition and at the end of each reporting period at its fair value less cost to sell.


CONSOLIDATED FINANCIAL STATEMENT2.9 Non-current assets (or disposal groups) held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified

as held-for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated.

2.10 Impairment of non-financial assets At each reporting date, the Company reviews the carrying amounts of its non-financial

assets (other than inventories and deferred tax assets) to determine whether there is any indication on impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment loss in respect of assets other than goodwill is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised in prior years. A reversal of impairment loss is recognised immediately in the Consolidated Statement of Profit & Loss.

2.11 Borrowing Cost Borrowing costs directly attributable to the acquisition, construction or production of

qualifying assets are capitalised as part of the cost of such assets upto the assets are substantially ready for their intended use or sale.

The loan origination costs directly attributable to the acquisition of borrowings (e.g. loan processing fee, upfront fee) are amortised on the basis of the Effective Interest Rate (EIR) method over the term of the loan. All other borrowing costs are recognised in the consolidated statement of profit and loss in the period in which they are incurred.

2.12 Foreign currency transactions Transactions in foreign currencies are recorded by the Company entities at their

respective functional currency at the exchange rates prevailing at the date of the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currency are translated to the functional currency at the exchange rates prevailing at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in the consolidated statement of profit and loss with the exception of the following:

- exchange differences on foreign currency borrowings included in the borrowing cost when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the date of initial transactions. Non-monetary items measure at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

2.13 Employee benefitsa. Short term employee benefits



Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

b. Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the

related service is provided. The company has Provident Fund as defined contribution plan.

c. Defined benefit plans For defined benefit retirement, the cost of providing benefits is determined using the

projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of government bonds.

Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to the consolidated statement of profit and loss. Past service cost is recognised in the consolidated statement of profit and loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:

service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

net interest expense or income; and remeasurement The Company presents the first two components of defined benefit costs in the

consolidated statement of profit and loss in the line item employee benefits expense. The retirement benefit obligation recognised in the balance sheet represents

the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

d. Other long-term employee benefits The company has long term employment benefit plans i.e. accumulated leave.

Accumulated leave is encashed to eligible employees at the time of retirement. The liability for accumulated leave, which is a defined benefit scheme, is provided based on actuarial valuation as at the Consolidated Balance Sheet date, based on Projected Unit Credit Method, carried out by an independent actuary.

2.14 Revenue Recognitiona. The Company recognises revenue from sale of goods when the effective control

including titles have been passed at which time all the following conditions are satisfied: the Company has transferred to the buyer the significant risks and rewards of ownership

of the goods; the Company retains neither continuing managerial involvement to the degree usually

associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the

Company; and


CONSOLIDATED FINANCIAL STATEMENT the costs incurred or to be incurred in respect of the transaction can be measured

reliably. Revenue represents net value of goods and services provided to customers after

deducting for certain incentives including, but not limited to discounts, volume rebates, etc. Shipping and handling amounts invoiced to customers are included in revenue and the related shipping and handling costs incurred are included in freight and forwarding expenses when the Company is acting as principal in the shipping and handling arrangement. Sales are net of Goods and Service Tax.

b. Revenue (other than sale) is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Export incentives and subsidies are recognized on accrual basis to the extent it is probable that realization is certain. Claim on insurance companies and others, where quantum of accrual cannot be ascertained with reasonable certainty, are accounted for on acceptance basis.

c. Interest other than interest on overdue debts from customers, is recognised on time proportion basis. Dividend income is recognized when the right to receive payment is established. Profits and losses on disposal of investments is recorded on transfer of title from the company and is determined as the difference between the disposal proceeds, net of expenses, and carrying amount of the investment.

2.15 Government Grants and Subsidies Grants from the government are recognised at their fair value where there is a reasonable

assurance that the grant will be received and the Company will comply with all attached conditions. Government grants that compensate the Company for expenses incurred are recognised in the statement of profit and loss, as income or deduction from the relevant expense, on a systematic basis in the periods in which the expense is recognised. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to Consolidated Statement of Profit and Loss on a straight line basis over the expected lives of the related assets to match them with the costs for which they are intended to compensate and presented with in other income.

2.16 Inventoriesi. Inventories are valued as follows:

Raw materials, stores and spares

Lower of cost and net realisable value. Cost is determined on a weighted average basis. Materials and other items held for use in the production of inventories are not written down below costs, if finished goods in which they will be incorporated are expected to be sold at or above cost.

Work-in-progress, finished goods and traded goods

Lower of cost and net realisable value. Cost includes direct materials, labour and a proportion of manufacturing overheads. Cost of finished goods includes excise duty and exclude Goods and Service Tax, wherever applicable.

Waste At net realisable value. Net realisable value is the estimated selling price in the ordinary course of business,

less estimated costs of completion and to make the sale.ii. Provision for obsolete/ old inventories is made, wherever required.iii. In view of substantially large number of items in work- in- progress, it is not feasible

to maintain the status of movement of each item at shop floor on perpetual basis. The Company, however, physically verifies such stocks at the end of the month and valuation is made on the basis of such physical verification.

2.17 Trade Receivables Trade receivables are amounts due from customers for goods sold or services performed



in the ordinary course of business. If the receivable is expected to be collected within a period of 12 months or less from the reporting date (or in the normal operating cycle of the business, if longer), they are classified as current assets otherwise as non-current assets. Trade receivables are measured at their transaction price unless it contains a significant financing component in accordance with Ind AS 18 (or when the entity applies the practical expedient) or pricing adjustments embedded in the contract. Loss allowance for expected life time credit loss is recognised on initial recognition.

2.18 Provisions and contingencies, Contingent liabilities and Contingent Assets Provisions are recognized when there is a present obligation (legal or constructive)

as a result of a past event and it is probable that it is required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency dependent on uncertain future events, or a present obligation where no outflow is probable. Major contingent liabilities are disclosed in the consolidated financial statements unless the possibility of an outflow of economic resources is remote. Contingent assets are not recognized in the consolidated financial statements but disclosed, where an inflow of economic benefit is probable.

2.19 Measurement of fair value Financial instruments The estimated fair value of the Company’s financial instruments is based on market

prices and valuation techniques. Valuations are made with the objective to include relevant factors that market participants would consider in setting a price, and to apply accepted economic and financial methodologies for the pricing of financial instruments. References for less active markets are carefully reviewed to establish relevant and comparable data.

Derivatives The Company uses derivative financial instruments, such as forward currency contracts

to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value provided by the respective banks. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to consolidated statement of profit and loss.

2.20 Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and

a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts.

a. Financial Assets Initial recognition and measurement All financial assets are recognised initially at fair value plus, in the case of financial assets

not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Classifications The company classifies its financial assets as subsequently measured at either

amortised cost or fair value depending on the company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

Impairment of financial assets The Company assesses on a forward-looking basis the expected credit loss

associated with its assets carried at amortised cost and FVOCI debt instruments.


CONSOLIDATED FINANCIAL STATEMENTThe impairment methodology applied depends on whether there has been a significant increase in credit risk.

With regard to trade receivable, the Company applies the simplified approach as permitted by Ind AS 109, Financial Instruments, which requires expected lifetime losses to be recognised from the initial recognition of the trade receivables.

b. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value

through profit or loss, amortised cost, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of

amortised cost, net of directly attributable transaction costs. Subsequent measurement The measurement of financial liabilities depends on their classification, as described

below: Financial Liabilities measured at amortised cost After initial recognition, interest-bearing loans and borrowings are subsequently

measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the consolidated statement of profit and loss.

Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities

designated upon initial recognition as at fair value through profit or loss. Gains or losses on liabilities held for trading are recognised in the consolidated statement of profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/losses attributable to changes in own credit risks are recognized in OCI. These gains/loss are not subsequently transferred to Consolidated Profit & Loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the consolidated statement of profit or loss.

De-recognition of financial liabilities The company derecognises a financial liability when its contractual obligations are

discharged or cancelled or expired.2.21 Income tax Income tax expense comprises current and deferred tax. It is recognised in consolidated

statement of profit or loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income.

i. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or

loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if, the Company:

Has a legally enforceable right to set off the recognised amounts; and Intends either to settle on a net basis, or to realise the asset and settle the



liability simultaneously.ii. Deferred tax Deferred tax is recognised on differences between the carrying amounts of assets and

liabilities in the consolidated balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Minimum Alternate Tax (‘MAT’) is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period.

2.22 Leases Leases of property, plant and equipment where the Company, as lessee, has substantially

all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the percentage value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the statement of profit and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Lease in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to statement of profit and loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

2.23 Segment Reporting Operating segments are reported in a manner consistent with the internal reporting

provided to the chief operating decision maker. The board of directors of the Company has been identified as being the chief operating decision maker by the Management of the company.

2.24 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and short-term deposits

with an original maturity of three months or less. For the purposes of the Consolidated Cash Flow Statement, cash and cash equivalents is as defined above, net of outstanding bank overdrafts. In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.


CONSOLIDATED FINANCIAL STATEMENT2.25 Standards issued but not yet effective Amendment to Ind AS 116 Ind-AS 116 introduces a single, on-balance sheet lease accounting model for lessees. A

lessee recognises a right-of-use (ROU) asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard – i.e. lessors continue to classify leases as finance or operating leases. The standard is effective for annual periods beginning on or after April 1, 2019, with early adoption permitted. The Company plan to apply Ind-AS 116 initially on April 1, 2019, using the modified retrospective approach. Therefore, the cumulative effect of adopting Ind-AS 116 will be recognised as an adjustment to the opening balance of retained earnings at April 1, 2019, with no restatement of comparative information. The Company plan to apply the practical expedient to grandfather the definition of a lease on transition.

No significant impact is expected for the Company’s operating and finance leases. Amendment to Other Ind AS Amendment to Ind AS 19 – Employees Benefits: Ministry of Corporate Affairs issued

amendments to Ind AS 19, ‘Employee Benefits’, on 30 March, 2019, in connection with accounting for plan amendments, curtailments and settlements. The Company does not have any impact on account of this amendment.

Amendment to Ind AS 12 – Income taxes: Ministry of Corporate Affairs; (a) issued amendments to the guidance in Ind AS 12, ‘Income Taxes’, in connection

with accounting for dividend distribution taxes accordingly an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. It is relevant to note that the amendment does not amend situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12. There is no impact of this amendment on the financial statements. (b) has notified Ind AS 12 Appendix ‘C’ Uncertainty over Income Tax Treatments on March 30, 2019. According to the appendix, the company need to determine the probability of the relevant tax authority accepting each tax treatment, or the Company of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates. The Company has decided to adjust the cumulative effect in equity on the date of initial application without adjusting comparatives. The effect on adoption of Ind AS 12 Appendix C would be insignificant in the financial statements.

Ind AS 23 – Borrowing Costs: The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, than that borrowing becomes part of the general borrowings for calculating the future capitalisation rate. The Company does not expect any significant impact from this amendment.



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112

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CONSOLIDATED FINANCIAL STATEMENT(Rs. in Lakhs, unless stated otherwise)

Note 6: Biological assets other than bearer plantsAs at

March 31, 2019

As at March 31,

2018As at April

01, 2017

Live Stock 4.56 4.56 4.56 Total 4.56 4.56 4.56

The Company owns bearer biological assets i.e., live stock from which milk is produced. The milk produced from the live stock are internally consumed and not sold commercially.

Note 7 : Investments No. of Shares

Investment in equity shares-unquoted Others- fair value through profit and loss The Jewel Crown Co-op. Housing Society Ltd.(Face Value of Rs 50 each)

5 * * *

VS Lignite Power (P) Ltd.(Face Value of Rs 10 each) 1256039 - - - Investment in preference shares-unquoted - fair value through profit and loss

0.01% Cumulative redeemable preference Share of VS Lignite Power (P) Ltd. (Face Value of Rs 10 each)

1114222 - - -

Total investments - - -i. Aggregate amount of investment are given below:

Aggregate cost of quoted investments - - - Aggregate market value of quoted investments - - - Aggregate cost of unquoted investments 237.03 237.03 237.03Aggregate amount of impairment in value of investment

ii. None of the above investment are listed on any stock exchange in India or outside India.

* The value of the item after rounding off, is below the reportable figures, hence ignored.# Book value of investement in subsidiary company is lower than acquisition cost, but being strategic investment, impairment has not been provided.

Note 8 : Other non-current financial assetsUnsecured, considered good Security deposits 464.47 197.74 250.38Deposit accounts maturing beyond 12 month - - 16.30 Total 464.47 197.74 266.68

Note 9 : Other non-current assetsUnsecured, considered good Capital advances - 87.43 51.57 Prepaid expenses 242.71 270.92 296.40 242.71 358.35 347.97Unsecured, considered doubtful Security deposits 49.85 49.85 49.85 Less: Allowances for credit losses (49.85) (49.85) (49.85) - - - Total 242.71 358.35 347.97




Note 10 : Inventories As at March 31, 2019



(Value at lower of cost or net realisable value ) Raw materials 4344.99 2878.37 2151.28 Work-in-progress 2048.08 2286.80 2013.99 Finished goods 1420.89 1484.30 2410.13 Stock- in- trade 6.21 6.21 6.21 Waste 70.34 93.70 171.07 Stores and spare parts 292.08 350.53 445.35 Total 8182.59 7099.91 7198.03

a. Inventories are hypothecated to secure borrowings. Refer to Note No. 19 & 24. b. During the year ended March 31, 2019, an amount of Rs. 72.43 (previous year Rs. 161.53, 01.04.2017 Rs 95.49) was recognised as expenses for inventories carried at net realisable value.

Note 11 : Trade receivables(Unsecured, considered good unless otherwise stated)Considered Good 4910.39 4279.83 4255.16 Have Significant increase in Credit Risk 290.90 295.06 605.56 Considered Doubtful - Credit Impaired 323.07 234.41 220.13 Less: Allowance for credit loss 323.07 234.41 220.13 Total 5201.29 4574.89 4860.72

Trade receivables are non-interest bearing and are generally on terms of 0 to 90 days.No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.Trade Receivables are hypothecated to secure borrowings. Refer to Note 19 &24.

Note 12: Cash and cash equivalentsCash on hand 3.58 1.55 6.00 Balance with scheduled banks In current accounts 305.04 26.78 422.87 In deposit accounts maturing within 3

months17.34 17.34 48.22

Total 325.96 45.67 477.09

Note 13 :Bank balances other than cash and cash equivalentsDeposits with remaining maturity for more than 3 months but less than 12 months

33.50 53.87 24.66

Earmarked balances with banks: In deposit accounts 214.28 303.86 162.57 In unpaid dividend account 5.90 6.84 7.66 Total 253.68 364.57 194.89

Earmarked deposits are given against Vendor Bill Discounting limit and other non-fund based limits as per the terms of sanction by the banks.



Note 14:Other current financial assets As at March 31, 2019



Unsecured considered doubtfulAdvances recoverable in cash 2.55 3.46 10.65 Government subsidies receivables 456.05 448.99 855.56 Interest accrued on deposits 19.35 20.27 20.85 Other receivables # 18.23 - 57.86 Interest accrued on deposits 0.00 0.00 0.00 Total 496.18 472.72 944.92

Other current financial assets are hypothecated to secure borrowings. Refer to Note 19 &24.# including gain on mark to market of derivative assets Rs. 18.23 (previous year NIL, April 01, 2017 Rs.7.29)

Note 15 :Current tax assets (net)Advance income tax (net) (Refer note no 38) 1391.76 1179.74 1133.05 Total 1391.76 1179.74 1133.05

Note 16 : Other current assetsBalances with government authorities 3,439.66 3532.98 3257.72 Prepaid expenses 213.09 159.08 164.52 Deposit with government and others 48.28 43.26 43.26 Export benefits / Claims receivables 106.58 117.19 183.87 Non-Current Assets Held For Sale 939.15 115.44 1.58 (at lower of the book value and net realisable value), Refer Note 16.1

Others ** 129.01 130.12 227.49 Total 4875.77 4098.07 3878.44

16.1 The Management has proposed to disposed off certain plant and machineries, accordingly same has been classified as Non Current Assets Held for Sales and carried at estimated net realisable value aggregating Rs. 939.15 Lakh (Previous Year Rs 115.44 Lakh, 01.04.2017 Rs 1.58 Lakh).

** includes advances to vendors and others. Other current assets are hypothecated to secure borrowings. Refer to Note 19 & 24.

Note 17 : Equity share capitalAuthorised 6,00,00,000 (Previous year 5,00,00,000;

01.04.2017 5,00,00,000) Equity shares of Rs. 10/- each.

6000.00 5000.00 5000.00

6000.00 5000.00 5000.00 Issued, subscribed and paid Up 3,12,52,155 (Previous year 1,74,40,000;

01.04.2017 1,74,40,000) Equity shares of Rs. 10/- each

3125.22 1744.00 1744.00

257,60,000 (Previous year 257,60,000; 01.04.2017 257,60,000) Equity Shares of Rs.10/- each issued as bonus shares out of reserves

2576.00 2576.00 2576.00

Total 5701.22 4320.00 4320




Notes:1. Reconciliation of number of equity shares outstanding at the begaining and end of the

year :

ParticularsAs at

March 31, 2019As at

March 31, 2018As at

April 01, 2017

No. of shares No. of shares No. of sharesNumber of shares at the beginning 43,200,000 43,200,000 25,920,000 Add: Equity shares issue during the year

13,812,155 - 17,280,000

Equity shares at the end of the year 57,012,155 43,200,000 43,200,000

2. List of Shareholders holding more than 5% of equity shares of the Company :

Name of the shareholder

As at As at As at

March 31, 2019 March 31, 2018 April 1, 2017

% No. of shares % No. of

shares % No. of shares

Placid Ltd. (Holding Company) 82.64 47,114,845 77.09 33,301,969 77.09 33,301,969 M.B. Commercial Co. Ltd. 6.53 2,820,000 6.53 2,820,000 6.53 2,820,000 Amalgamated Development Ltd.

3.85 1,661,333 3.85 1,661,333 3.85 1,661,333

3. Terms/rights attached to equity shares Each shareholder is entitled to one vote per share. The dividend except interim dividend

proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting. In the event of liquidation of the company, the equity shareholders will be entitled to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

4. Others During the year, the Company has issued 13,81,21,555 equity share having face value of Rs.

10/- to Holding Company at a premium of Rs. 26.20 as private placement by converting Inter Corporate Deposit of Rs. 5000 lakhs into equity.



Note 18 : Other equity As at March 31, 2019


As at April, 2017

Capital Reserve Balance as per last financial statements 0.69 0.69 0.69 General Reserve Balance as per last financial statements 500.00 500.00 500.00 Securities Premium Balance as per last financial statements 3446.91 3456.00 - Add: addition on issue of equity shares 3618.78 - - Balance at year end 7,065.69 3,456.00 3,456.00 Surplus - Balance in Statement of Profit & Loss Balance as per last financial statements 34188.83 37738.17 - Add: Profit / (Loss) for the year (467.77) (3,549.34) - Balance at year end 33,721.06 34,188.83 37,738.17 Other Comprensive Income Balance as per last financial statements 94.10 26.00 - Add: Other comprehensive income for the

year (3.58) 68.10 -

Balance at year end 90.52 94.10 26.00 Total 41377.96 38239.62 41720.86

Note 19 : Long Term borrowings(i) Secured :Term loans- from banks 2981.33 5849.23 11133.13 Less: Current maturities 2089.31 3265.40 4511.40 Total (i) 892.02 2,583.83 6,621.73 (ii) Unsecured : Inter corporate deposits from related parties 22949.80 23429.80 13059.80 Less: Current maturities 7495.00 8000.00 Total (ii) 15,454.80 15429.80 13,059.80 Total 16,346.82 18,013.63 19,681.53

Securities: Term loans are secured by first charge on Company’s immovable assets i.e. factory land and building situated at Jodhpur Road, Pali in Rajasthan and entire movable fixed assets of Textile unit situated at Jodhpur Road, Pali and Wind Mills situated in District Jodhpur and Jaisalmer in Rajasthan; and second charge on current assets of the Textile and wind mills of the Company both present and future, ranking pari passu with all participating term and working capital lenders.

Repayment Schedule : Non current portion

Rate of Interest

As at March 31, 2019 As at March 31, 2018

Amount Repayment Instalment Amount Repayment

InstalmentSecured LoanRanging from 10.35% to 11.25% (P.Y. 10.95 % to 11.25 %) p.a.


2264.50 2-5 Quarterly instalment

11.15% (P.Y. 11.00 %) p.a. 100.00 1 Quarterly instalment


Unsecured Loan Ranging from 9 % to 10.25% (P.Y. 9 % to 9.25%) p.a.

15,454.80 Single instalment

15429.80 Single instalment

Total 16,346.82 18013.63



(Rs. in Lakhs, unless stated otherwise)Note 20 :Other non current financial liabilities



As at April, 2017

Trade deposits 195.55 216.30 229.51 Total 195.55 216.30 229.51

Note 21 :Long term provisionsEmployee benefits 47.09 98.82 82.56 Total 47.09 98.82 82.56

Note 22 : Deferred tax liabilities (net)Deferred tax assets on account of :MAT credit entitlement 2368.63 2368.63 2368.63 Accrued expenses deductible on payment basis

393.28 365.90 378.07

Unabsorbed depreciations 4174.47 3828.46 3064.65 Sub-Total (a) 6936.38 6562.99 5811.35 Deferred tax liabilities on account of :Property, plant & equipments 5146.74 5234.93 5029.81 Fair valuation of land at transation to Ind-AS 8525.23 8525.23 8525.23 Sub-Total (b) 13671.97 13760.16 13555.04 Net deferred tax liabilities 6735.59 7197.17 7743.69

1. The Company has recognised deferred tax assets on unabsorbed depreciations and MAT Credit Entitlement. The Company has MAT Credit Entitlement, unabsorbed depreciations and has incurred tax losses in earlier years. Deferred tax assets on unabsorbed depreciation has been recognised to the extent deferred tax liablities on property, plant & equipments. The Company has concluded that the deferred tax assets on unabsorbed depreciations and MAT Credit Entitlement will be recoverable using the estimated future taxable income based on the approved business plans and budgets. The Company is expected to generate taxable income within specified period. The MAT Credit Entitlement and unabsorbed depreciation can be carried forward as per provisions of the Income tax Act, 1961 and the Company expects to utilise MAT Credit Entitement and deferred tax assets on unabsorbed depreciations in due course.

2. The Company has tax losses of INR 10084.01 lakhs (Previous Year Rs. 8088.63 lakhs; 1 April 2017: INR 3190.12 lakhs) that are available for set-off against future taxable profits for eight years following year in which tax losses was incurred. Being uncertainity in realisation within specified period, deferred tax assets on the same has not been recognised.

A. Movement in deferred tax balance


Recognized in P&L

Recognized in OCI


Deferred tax assets MAT credit entitlement 2,368.63 - - 2,368.63 Accrued expenses deductible on payment basis

365.90 25.59 1.79 393.28

Unabsorbed depreciations 3,828.46 346.01 4,174.47 Sub-Total (a) 6,562.99 371.60 1.79 6,936.38 Deferred Tax Liabilities Property, plant and equipment 5,234.93 (88.19) - 5,146.74 Fair valuation of land on transation to Ind-AS

8,525.23 - - 8,525.23

Sub-Total (b) 13,760.16 (88.19) - 13,671.97 Net Deferred Tax Liability (b)-(a) 7,197.17 (459.79) (1.79) 6,735.59



As at

April, 2017 Recognized in

P&LRecognized in

OCIAs at

March 31, 2018 Deferred tax assets MAT credit entitlement 2,368.63 - - 2,368.63 Accrued expenses deductible on payment basis

378.07 21.95 (34.12) 365.90

Unabsorbed depreciations 3,064.65 763.81 3,828.46 Sub-Total (a) 5,811.35 785.76 (34.12) 6,562.99 Deferred tax liabilities Property, plant and equipment 5,029.81 205.12 - 5,234.93

Fair valuation of land on transation to Ind-AS

8,525.23 - - 8,525.23

Sub-Total (b) 13,555.04 205.12 - 13,760.16

Net deferred tax liabilities (b)-(a) 7,743.69 (580.64) 34.12 7,197.17

B. Amount recognised in Other Comprehensive Income

For the year ended 31 March, 2019 For the year ended 31 March, 2018

Before Tax


Net of Tax

Before Tax


Net of Tax

Remeasurement of defined benefit/ liability

5.37 (1.79) 3.58 (102.22) 34.12 (68.10)

5.37 (1.79) 3.58 (102.22) 34.12 (68.10)

Effective tax reconciliation For the year ended 31st March, 2019

For the year ended 31st March, 2018

Net profit/ (loss) before tax (927.56) (4,124.80)Tax using the Company’s domestic tax rate @ 33.384% (31st March, 2018: 33.063%)

(309.66) (1,363.78)

Tax effect of: Non recognisation of deferred tax assets on tax losses - (788.33)recognisation of deferred tax assets on unabsorbed depreciation and others

(150.13) -

Income tax expenses reported in the statement of profit and loss

(459.79) (575.46)

Note 23: Other non current liabilities As at March 31, 2019


As at April, 2017

Deferred government grant (Refer note no 23.1) 472.99 518.67 564.35 Total 472.99 518.67 564.35

23.1 Deferred government grant related to capital assets procured under TUFS.




Note 24 : Short term borrowings As at March 31, 2019


As at April, 2017

Secured From banks Repayable on demand (a) 5212.54 6869.34 5678.54 Repayable on demand (b) 3251.77 2348.50 873.70 Unsecured Inter corporate deposits from related parties 1760.00 440.00 6025.00 Total 10224.31 9657.84 12577.24

Security:a) Working Capital Facilities from banks are secured by first charge by way of hypothecation of the current

assets of the Textile unit and Wind Mills of the Company situated at Jodhpur Road, Pali; and second charge on Company’s immovable assets i.e. factory land and building situated at Jodhpur Road, Pali in Rajasthan and entire movable fixed assets of Textile unit situated at Jodhpur Road, Pali and Wind Mills situated in District Jodhpur and Jaisalmer in Rajasthan, both present and future, ranking pari passu with all participating working capital and term lenders;

(b) Fixed deposits of Rs. 200 (previous year Rs. 300; 01.04.2017 Rs. 300 ) with the bank held as 10% cash margin of sanctioned loan and further secured by corporate guarantee by the Holding Company.

Note 25 : Trade PayablesTotal outstanding dues of micro enterprises and small enterprises; and

113.09 0.00 0.00

Total outstanding dues of creditors other than micro enterprises and small enterprises

2670.38 1629.30 1949.75

Total 2783.47 1629.30 1949.75 Based on the information available, the company has identified certain vendors who have confirmed that they are covered under the Micro, Small and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and Small enterprises under section 22 of ‘The Micro, Small and Medium Enterprises Development Act, 2006, are given below:a. principal amount and Interest due thereon

remaining unpaid to any supplier- - -

b. Interest paid by the Company in terms of Section 16 of the MSMED Act along with the amounts of the payment made to the supplier beyond the appointed day

- - -

c. The amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act

- - -

d. The amount of interest accrued and remaining unpaid during the accounting year.

- - -

e. The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of this Act.

- - -



Note 26 : Other financial liabilities As at March 31, 2019


As at April, 2017

Current maturities of long-term debt 9584.31 11265.40 4511.40 Interest accrued 28.74 533.26 567.62 Unpaid dividends 5.90 6.84 7.66 Creditors for capital expenditure 833.22 200.13 202.80 Mark to market loss on derivative assets - 2.19 - Employees related liabilities 541.43 541.29 578.90 Security deposits 0.13 0.13 0.13 Application money received for allotment of securities and due for refund

- - 119.55

Total 10,993.73 12,549.24 5,988.06

Note 27 : Other current liabilitiesCredit balances and advances from customers 161.83 127.34 67.05 Current Portion of Deferred Government Grant (Refer Note 23)

45.67 45.67 45.67

Statutory dues 84.28 74.37 117.32 Others* 347.39 296.17 359.45 Total 639.17 543.55 589.49

*includes payable to MSUM gratuity fund, provision for renewable energy purchase obligation and incentive payable to agents and others.

Note 28 : Short term provisionsOthers - contingencies 761.35 1262.27 1065.94 Employee benefits 47.95 13.86 14.01 Total 809.30 1,276.13 1,079.95

Movement of ProvisionDisputed Statutory

Matters Other

Obligation Total

Balance as on 1 April, 2017 340.25 725.69 1,065.94 Addition during the year - 51.59 51.59 Provision utilized during the year 36.75 - 36.75 (Gain)/ Loss on Restatement provided during the year - 181.49 181.49 Balance as on 31 March, 2018 303.50 958.77 1262.27 Addition during the year - 16.62 16.62 (Gain)/ Loss on Restatement provided during the year - (517.54) (517.54)Balance as on 31 March, 2019 303.50 457.85 761.35



(Rs. in Lakhs, unless stated otherwise)NOTE 29 : Revenue from operation 2018-19 2017-18Sale of manufacured goods Yarn 24498.79 23444.68 Fabrics 20574.45 19912.81 Waste 1257.29 781.01 Sale of electricity Wind power 1079.83 952.80 Total (i) 47410.36 45091.30 Other operating income Export incentives 69.99 62.53 Total (ii) 69.99 62.53 Revenue from operations (i+ii) 47480.35 45153.83

Note 30 : Other incomeNet Profit on sale/discard of property, plant and equipment 68.82 14.89 Net Gain on Foreign Currency transactions and translation 49.28 74.18 Interest Income 41.72 53.37 Sale of Scrap 87.42 99.71 Excess Provision and unspent liabilities written back 39.06 7.92 Fair value gain on reinstatement of other contingencies 517.54 - Amortisation of deferred government subsidy income 45.68 45.68 Miscellaneous income 26.38 26.89 Total 875.90 322.64

Note 31 : Cost of material consumedCotton and manmade fibre 29056.54 27032.59 Other materials consumed 822.93 981.38 Total 29879.47 28013.97

Note 32 : Changes in inventories of finisshed goods and work-in-progressOpening stock Work-in-progress 2286.80 2013.99 Finished goods 1484.30 2410.13 Waste 93.70 171.07 Traded goods -fabric 6.21 6.21 3,871.01 4601.40 Closing stock Work-in-progress 2048.08 2286.80 Finished goods 1420.89 1484.30 Waste 70.34 93.70 Traded goods -fabric 6.21 6.21 3,545.52 3871.01 Change in inventories 325.49 730.39

Note 33 : Employee benefit expensesSalaries, wages and bonus etc. 4031.48 4517.40 Contribution to provident and other funds 347.63 370.02 Staff welfare 192.56 202.02 Total 4571.67 5089.44



Note 34: Finance costs 2018-19 2017-18Interest 3631.31 3723.18 Other borrowing costs 24.17 57.84 Loss on foreign currency transaction and translation considered as finance costs

- 8.58

3655.48 3789.60 Less: Capitalised 21.80 11.41 Less: TUF Subsidy 82.60 131.22 Total 3551.08 3646.97

Note 35 : Depreciation and amotisationDepreciation on tangible assets 1844.13 1882.99 Amortisation on intangible assets 32.79 79.27 Total 1876.92 1962.26

Note 36 : Other expensesStores and spare parts consumed 941.04 1088.14 Packing material consumed 618.22 656.69 Power & fuel 6422.38 6895.54 Job processing and others 142.39 206.27 Repairs to : Plant & machinery 130.13 191.59 : Buildings 39.46 70.17 : Others 274.85 241.03 Pollution control 44.62 92.38 Rent 17.55 20.69 Rates & taxes 8.78 20.16 Insurance 27.86 30.39 Charity & donation 1.12 0.00 Allowance for credit loss 88.66 14.28 Legal & professional 54.49 68.72 Other selling expenses 12.37 17.39 Travelling expenses including directors travelling 34.35 41.93 Freight & forwarding 20.11 51.20 Auditors remuneration ( Refer Note 36.1) 12.69 10.02 Directors fees 6.40 6.37 Miscellaneous 181.71 404.84 Excise duty on sale of goods 30.44 Total 9079.18 10158.24

Note 36.1 : Auditor’s remunerationStatutory audit fee 6.14 6.14 Tax audit fee 2.00 2.00 GST audit fee 2.00 - Certifiaction & other fees 1.50 1.60 Reimbursement of expenses 1.05 0.28 Total 12.69 10.02



(Rs. in Lakhs, unless stated otherwise)Note 37. Earning Per Share 2018-19 2017-18Profit/(Loss) attributable to the Equity Shareholders (A) (467.77) (3,549.34)Number of Equity Shares beginnig of the year 43,200,000 43,200,000 Shares issued during the year 13,812,155 - Number of Equity Shares at the end of the year 57,012,155 43,200,000 Weighted average Equity Shares (B) 43,351,366 43,200,000 Nominal value of Equity Shares (Rs.) 10.00 10.00 Basic and Diluted Earnings per Share (Rs.)-A/B (1.08) (8.22)

38. Contingent liabilities, contingent assets and commitments

As at 31 March 2019

As at 31 March 2018

As at 1 April 2017

A. Contingent liabilities (not provided for) in respect of:Bank guarantees outstanding - 10.89 10.89 Labour & industrial matters, except for which the liability is unascertainable

2.61 2.61 2.68

Income-tax matters* 1,816.35 1,913.94 1,424.80 Demand raised by VAT / Sales-tax Department for various matters

2,620.76 2,288.28 2,101.46

Demand raised by excise department for various matters

113.33 101.36 89.40

Electricity duty and Other Cess, etc. 1,080.54 858.21 755.92 * Taxes related to financial year 2010-11 (assessment year 2011-12) amounting to Rs.1132 (included above)

(previous year Rs.1132) are disputed before the appropriate authorities. Out of this an amount of Rs.685 lacs pertains to erstwhile Investment Division since demerged and forms part of Kiran Vyapar Limited. In the event the final outcome of the same is adverse, the tax demand will be recoverable from Kiran Vyapar Limited in accordance with the Scheme of arrangement sanctioned by the Hon’ble High Court at Calcutta.

Note: Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgments/ decisions pending with various forums/ authorities. However, the Company has reviewed all its pending litigation and proceeding and has adequately provided for where provision required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceeding to have a materially adverse effect on its financial position. The Company does not expects any payment in respect of the above contingent liabilities.

B. In light of recent judgment of Honorable Supreme Court dated 28, February 2019 on the definition of “Basic Wages” under the Employees Provident Funds & Misc. Provisions Act, 1952 and based on Company’s evaluation, there are significant uncertainties and numerous interpretative issues relating to the judgement and hence, it is unclear as to whether the clarified definition of Basic Wages would be applicable prospectively or retrospectively. The amount of the obligation therefore cannot be measured with suficient reliability for past periods and hence has currently been considered to be a contingent liability.

C. Commitmentsa. Estimated amount of Contracts remaining

to be executed on Capital Account [Net of Advances] not provided for

1.36 31.30 441.87

b. The Company has procured certain capital goods under EPCG Scheme at concessional rate of duty. As on 31 March 2019 the Company is contingently liable to fulfill export obligation Rs. 2896.04 (previous year 7796.00) on such procurement. In view of past export performance and future projections, the management is hopeful of completing the export obligation within stipulated time, and expect no cash outflow on this account.

c. The Company has availed certain government subsidies/ grants. As per the terms and conditions, the Company has to continue production for specified number of years and others conditions failing which amount of subsidies availed alongwith interest, penalty etc. have to be refunded.



Note 39 Leases - Operating leaseThe Company’s significant leasing arrangements are in respect of operating leases pertaining to wind power plants at Jaisalmer & Jodhpur District in the state of Rajasthan. These leasing arrangements, are typically for a period of 19 years and are usually renewable on mutually agreeable terms. The Company has recognised expense amounting to Rs. 12.58 Lakhs (Previous year Rs. 11.68 Lakhs)

Note 40 Foreign exchange derivatives and exposures outstanding at the year-end:(a) Foreign Currency exposure not hedged by derivative instrument or otherwise : March 31, 2019 March 31, 2018 April 01,2017

Particulars Currency Foreign Currency

Equivalent Rs.

Foreign Currency

Equivalent Rs.

Foreign Currency

Equivalent Rs.

Trade receivables

USD - - 10.03 652.56 10.32 668.87

EURO 0.49 37.77 0.03 2.39 0.48 33.20 Advances from Customers

USD 0.65 44.81 0.00 0.05 0.18 11.47

EURO - - - - 0.39 27.14 Trade Payables and Agents

USD 0.02 1.15 0.09 6.15 0.36 23.13

EURO 0.01 0.84 - - 0.03 2.19 Advances to Vendors

CHF 0.16 11.25 0.06 4.13 - -

EURO 0.13 10.07 0.28 22.03 0.51 35.61 JPY 10.53 6.58 17.98 10.88 - - USD 0.00 0.05 - - Packing Credit Loan

USD 10.10 698.30 17.97 1,168.52 21.00 1,361.75

EUR 1.32 102.87

(b) Outstanding forward contracts to be hedge foreign currency exposure March 31, 2019 March 31, 2018 April 01, 2017

USD EURO USD EURO USD EUROFor Future Export Sales

5.12 0.81 2.30 0.47 2.32 0.38

Note 41 Employee benefitsThe Company contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans: The Company makes contributions towards provident fund to a defined contribution retirement

benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits. During the year the Company has contributed to Government Provident Fund Rs. 239.12 (Previous year Rs. 293.93).



(Rs. in Lakhs, unless stated otherwise)(ii) Defined Benefit Plan: The Company provides for gratuity for employees in India as per the Payment of Gratuity

Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. Gratuity liability is being contributed to the Group Gratuity-cum-life Assurance Cash Accumulation Policy administered by the LIC of India.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at 31 March 2019. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

A. Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at balance sheet date:


Net defined benefit liability / (asset) - (28.71) - Liability for GratuityNon-current - - - Current 61.72 - 26.52

B. Movement in net defined benefit (asset) liability: The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components:

31 March 2019 31 March 2018

Defined benefit

obligation


Net defined benefit (asset)/ liability

Defined benefit

obligation


Net defined benefit

(asset)/ liability

Balance as at 1 April 412.81 441.52 (28.71) 490.51 463.99 26.52 Included in profit or lossService costs 59.77 - 59.77 65.21 - 65.21 Interest cost 31.79 - 31.79 36.25 - 36.25 Interest Income - 34.00 (34.00) - 34.29 (34.29)

91.56 34.00 57.56 101.46 34.29 67.17 Included in OCIActuarial loss / (gain) arising from:- financial assumptions 4.18 - 4.18 (11.56) - (11.56)- experience adjustment (3.46) - (3.46) (93.95) - (93.95)- on plan assets - (4.66) 4.66 - (3.28) 3.28

0.72 (4.66) 5.37 (105.50) (3.28) (102.22)OtherContributions paid by the employer

- (27.50) 27.50 - 20.17 (20.17)

Benefits paid (63.22) (63.22) - (73.66) (73.66) - Acquisition adjustment

(63.22) (90.71) 27.50 (73.66) (53.48) (20.17)Balance as at 31 March 441.87 380.14 61.72 412.81 441.52 (28.71)



C. Plan assets


Fund managed by insurer 70% 57% 51%

D. Actuarial assumptions

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

Discount rate 7.60% p.a 7.70% p.a 7.39% p.aExpected rate of future salary increase 4.00% p.a 4.00% p.a 4.00% p.aMortality Mortality Rate (% of IALM 06-08)

Assumptions regarding future mortality have been based on published statistics and mortality tables.

E. Sensitivity analysis

Reasonably possible changes at the reporting date to relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.


Increase Decrease Increase Decrease Increase DecreaseDiscount rate (1%) movement

(38.85) 45.92 (33.46) 39.61 (32.02) 37.97

Expected rate of future salary increase (1% movement)

48.24 (41.32) 41.64 (35.60) 38.07 (32.60)

Sensitivities due to mortality and withdrawals are insignificant hence ignored. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

F. Description of Risk Exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to various risks as followA) Salary Increases- Higher than expected increase in salary will increase the defined benefit obligation.B) Interest rate risk – The defined benefit obligation calculated uses a discount rate based on government

bonds. If the bond yield falls, the defined benefits obligation will tended to increase/decrease.C) Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that

includes mortality, withdrawals, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends on the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the employee benefit of a short career employee typically costs less per year as compared to a long service employee.



(Rs. in Lakhs, unless stated otherwise)Note: 42 Related Party Disclosures:A. List of Related Parties :I. Holding Company Placid LimitedII. Wholly owned Subsidiary Company MSUM Texfab LimitedIII. Key Management Personnel and their relativesa. Mr. Lakshmi Niwas Bangur Chairman & Managing Director Mr. Yogesh Bangur Deputy Managing Director / Director Mrs. Alka Devi Bangur Director and wife of Mr. Lakshmi Niwas

Bangur Mr. Rajiv Kapasi Independent Director Mr. Chandravadan Desai Independent Director Mr. Amitav Kothari Independent Directorb. Enterprises over which any person described in III (a) above are able to exercise

significant influence and with whom the Company has transactions during the year. -Kiran Vyapar Ltd. -Golden Greeneries Pvt. Ltd. -Navjyoti Commodity Management Services

Limited-Mahate Greenview Pvt. Ltd.

-Satyawatche Greeneries Private Limited -The Kishore Trading Co. Ltd. -Subhprada Greeneries (P) Ltd. -Sidhidata Tradecomm Ltd. -Uttaray Greenpark (P) Ltd. -IOTA Mtech Ltd. -Shree Krishna Agency Ltd. -Apurva Exports Pvt Ltd. -Peria Karamalai Tea & Produce Co. Ltd. -LNB Renewable Energy Pvt. Ltd.

B. (i) Transactions with related parties for the year ending:



Personnel

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18Inter Corporate Deposit received - Placid Ltd. 25745.00 6,500.00 - Shree Krishna Agency Ltd. 2290.00 3,700.00 - Kiran Vyapaar Ltd 5810.00 6,145.00 - Peria Karamalai Tea & Produce Co. Ltd. 120.00 90.00 - Golden Greeneries 90.00Inter Corporate Deposit Repaid - Placid Ltd. 21895.00 5,550.00 - Shree Krishna Agency Ltd. 1725.00 1,225.00 - Kiran Vyapaar Ltd 4410.00 4,850.00 - Peria Karamalai Tea & Produce Co. Ltd. 95.00 115.00 - Golden Greeneries -Interest Expenses - Placid Ltd. 1068.41 983.67 - Shree Krishna Agency Ltd. 480.68 351.80 - Kiran Vyapaar Ltd 916.36 711.93 - Peria Karamalai Tea & Produce Co. Ltd. 28.32 35.58 - Golden Greeneries 8.33 4.31





Personnel

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 - Navjyoti Commodity Management

Services Limited- 6.20

Issuance of Equity Shares on conversion of ICD - Placid Ltd. 5000.00 -Reimbursement of Expenses / Recovery (Net) - Placid Ltd. 8.83 24.14 - Subhprada Greeneries (P) Ltd - 2.94 - Uttaray Greenpark (P) Ltd. - 1.58 - Satyawatche Greeneries (P) Ltd. - 3.40 - Kiran Vyapaar Ltd 1.92 3.71 - Navjyoti Commodity Management

Services Limited4.74 -

Director Sitting Fees Paid - Mrs. Alka Devi Bangur 2.00 2.40 - Mr Rajiv Kapasi 2.60 2.00 - Mr Chandravadan Desai 0.20 0.40 - Mr Amitav Kothari 1.60 1.40Purchases of Raw Materials - Subhprada Greeneries (P) Ltd 977.31 913.91 - Uttaray Greenpark (P) Ltd. 1357.71 821.85 - Satyawatche Greeneries (P) Ltd. 1796.74 1,041.59 - Sidhidata Tradecom Ltd. 1124.84 - - Apurva Exports Ltd. 1326.35 832.92 -The Kishore Trading Co Ltd 569.14 1,254.00 - Iota Mtech Ltd 523.38 -Mahate Greenview Pvt ltd 937.61 1,062.60Contract for setup of Solar Plant - LNB Renewable Energy Pvt Ltd. 1950.67 -Sale of Scrap & Other charges - Navjyoti Commodity Management


Rent Expenses - Kiran Vyapar Ltd 0.75 1.44 - Navjyoti Commodity Management


- Shree Krishna Agency Ltd. 0.01 - The Marwar Textile Agency Pvt Ltd. 0.62 0.01Rent Income - Shree Krishna Agency Ltd. - 0.01Managerial Remunaration @ -Mr. L. N. Bangur - 87.49 -Mr. Yogesh Bangur 0.00 10.96@ Excludes Acturial Valuation of Retirement Benefits.Also Refer Note No. 24(b)



(Rs. in Lakhs, unless stated otherwise)B. (ii) Closing Balance

As at As at As at As at As at As at

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Mar. 31, 2019

Mar. 31, 2018

Balance payable - Placid Ltd. 9225.55 10593.34 - Shree Krishna Agency Ltd. 5190.00 4,719.94 - Kiran Vyapaar Ltd. 9854.80 8,620.73 - Peria Karamalai Tea & Produce Co. Ltd. 350.00 331.85 - Golden Greeneries 90.00 93.10 - Uttaray Greenpark (P) Ltd. 99.47 - - LNB Renewable Energy Pvt Ltd. 638.06 - - Mahate Greenview Pvt. Ltd. 32.33 - The Marwar Textile Agency Pvt Ltd. 0.87 - - Satyawatche Greeneries (P) Ltd. 138.54 - - Navjyoti Commodity Management Services Limited

1.53 0.36

Balance receivable - Subhprada Greeneries (P) Ltd 2.73 - - Apurva Exports Ltd. 1.21 - - Mrs. Alka Devi Bangur 0.80 - - - Navjyoti Commodity Management Services Limited

0.90 0.42

Note 43: Segment ReportingAccording to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The business activity of the company falls within two broad business segment viz. “Textiles” and “Wind Energy”. Accordingly,these business segments comprise the primary basis of segmental information set out in these financial statements. As part of Secondary reporting, revenues are attributed to geographic areas based on the location of the customers.The following tables present the revenue, profit, assets and liabilities information relating to the Business / Geographical segment for the year ended 31.03.2019.

Information about business segment - primaryParticulars Textile Wind Energy Total

Current year Prev. year Current year Prev. year Current year Pre. year1.Segment Revenue - External sales 46,400.52 44,201.03 1,079.83 952.80 47,480.35 45,153.83-Other income 876.16 308.38 (0.26) 14.26 875.90 322.64Total Revenue 47,276.68 44,509.41 1,079.57 967.06 48,356.25 45,476.472.Segment Results 2,136.75 (863.81) 486.77 385.98 2,623.52 (477.83)Unallocated expenses (Net off unallocable income)Profit / (Loss) before interest and tax

2,136.75 (863.81) 486.77 385.98 2,623.52 (477.83)

Finance Costs 3,551.08 3,646.97Profit before tax (927.56) (4,124.80)Tax Expenses 459.79 575.463.Profit/(Loss) after tax (467.77) (3,549.34)4.Other Information i) Segment assets 94,049.13 91,227.21 7,446.43 7,434.57 101,495.56 98,661.78


CONSOLIDATED FINANCIAL STATEMENTParticulars Textile Wind Energy Total

Current year Prev. year Current year Prev. year Current year Pre. yearUnallocated corporate assets

1,873.06 1,660.84

Total assets 94,049.13 91,227.21 7,446.43 7,434.57 103,368.62 100,322.62ii) Segment liabilities 12,523.44 4,449.16 7,102.95 6,121.03 19,626.40 10,570.19Unallocated corporate liabilities

36,663.06 47,192.81

Total liablilities 12,523.44 4,449.16 7,102.95 6,121.03 56,289.45 57,763.00Capital Expenditure 2,289.92 842.67 20.20 7.73 2,310.12 850.40Depreciation 1,519.72 1,606.11 357.21 356.15 1,876.92 1,865.25

Secondary Segment - Geographical by location of customersParticulars

Domestic Export Total

Current year Prev. year Current year Prev. year Current year Prev. yearRevenue from Operations 41571.53 40220.68 5908.82 4933.15 47480.35 45153.83Carrying amount of Trade Receivables

5138.40 3637.52 62.89 937.37 5201.29 4574.89

Other Information:The company has common assets for producing goods for domestic market and overseas market.

Note 44a: Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary:

Particulars Nature Period

Net Assets i.e. Total Asset less Total Liabilities Share in Profit/ (Loss)

As % of Consolidated

Net AssetsAmount

As % of Consolidated Profit/ (Loss)

Amount

Maharaja Shree Umaid Mills Ltd.

Parent As at 31st March 2019

99.9976% 47,083.09 99.8956% (467.28)

MSUM Texfeb Limited Subsidiary 0.0024% 1.11 0.1044% (0.49) Total 100.0000% 47,084.20 100.0000% (467.77) Maharaja Shree Umaid Mills Ltd.

Parent As at 31st March 2018

99.9962% 42,563.03 99.9861% (3,548.84)

MSUM Texfeb Limited Subsidiary 0.0038% 1.60 0.0139% (0.49) Total 100.0000% 42,564.63 100.0000% (3,549.34)




Note 44b: Statement containing salient features of the financial statement of Subsidiary Company, Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014

Name of the subsidiary MSUM Texfeb Limited

Particulars 2018-19 2017-18Reporting currency INR INRShare capital 5.00 5.00 Reserves & surplus -3.89 -3.40 Total assets 1.25 1.74 Total Liabilities 0.14 0.14 Investments - - Turnover (Net) - - Profit/ (Loss) before tax -0.49 -0.49 Tax Expenses - - Profit/(Loss) for the year after taxation -0.49 -0.49 Percentage of shareholding 100.00 100.00

Note 45 Some of the Trade Receivable, Payable and Loans & Advances are Subject to Confirmation and reconcilations.

Note 46 In the opinion of the management ,the Current Assets, Loans and Advances are approximately of the value stated,if realised in the ordinary course of business.

Note 47 As per Ind AS 7, the Company is required to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The Company did not have any material impact on the Statement of Cash Flows therefore reconciliation has not been given.



Note 48: Financial instrumentsI. Fair value measurementsA. Financial instruments by category As at 31 March 2019 As at 31 March 2018 As at 1 April 2017

FVTPL Amortised Cost FVTPL Amortised

Cost FVTPL Amortised Cost

Financial assets Trade receivables - 5,201.29 - 4,574.89 - 4,860.72 Cash and cash equivalents

- 325.96 - 45.67 - 477.09

Bank balances other than above

- 253.68 - 364.57 - 194.89

Others Non Current 464.47 - 197.74 - 250.38 16.30 Current 18.23 477.95 - 472.72 7.29 937.62 482.70 6,258.88 197.74 5,457.85 257.67 6,486.62 Financial liabilities Long Term Borrowings - 16,346.82 - 18,013.63 - 19,681.53 Other Non current financial liabilities

- 195.55 - 216.30 - 229.51

Short terms borrowings - 10,224.31 - 9,657.84 - 12,577.24 Trade payables - 2,783.47 - 1,629.30 - 1,949.75 Other current financial liabilities

- 10,993.73 2.19 12,547.05 - 5,988.06

- 40,543.88 2.19 42,064.12 - 40,426.09

B. Fair value hierarchy: This section explains the judgements and estimates made in etermining the fair values of the financial instruments that are:(a) recognised and measured at fair value and(b) measured at amortised cost and for which fair values are disclosed in the financial

statements. To provide an indication about the reliability of the inputs used in determining fair value, the

Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair value - recurring fair value measurements

As at 31 March 2019

Level 1 Level 2 Level 3 Financial assets Investments - - - Derivatives Assets 18.23 - - Total financial assets 18.23 - - Financial liabilities Derivatives - Total financial liabilities - - -




As at 31 March 2018 As at 1st April 2017

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial assets Investments - - - - - - Derivatives - - - 7.29 - - Total financial assets - - - 7.29 - - Financial liabilities Derivatives 2.19 - - - - - Total financial liabilities 2.19 - - - - -

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year

C. Fair value of financial assets and liabilities measured at amortised cost As at 31 March 2019 As at 31 March 2018 As at 1 April 2017

Carrying Amount Fair Value Carrying

Amount Fair Value Carrying Amount Fair Value

Financial assets Trade receivables 5,201.29 5,201.29 4,574.89 4,574.89 4,860.72 4,860.72 Cash and cash equivalents 325.96 325.96 45.67 45.67 477.09 477.09 Bank balances other than above

253.68 253.68 364.57 364.57 194.89 194.89

Others Non Current - - - - 16.30 16.30 Current 477.95 477.95 472.72 472.72 937.62 937.62 6,258.88 6,258.88 5,457.85 5,457.85 6,486.62 6,486.62 Financial liabilities Long Term Borrowings 16,346.82 16,346.82 18,013.63 18,013.63 19,681.53 19,681.53 Other Non current financial liabilities

195.55 195.55 216.30 216.30 229.51 229.51

Short terms borrowings 10,224.31 10,224.31 9,657.84 9,657.84 12,577.24 12,577.24 Trade payables 2,783.47 2,783.47 1,629.30 1,629.30 1,949.75 1,949.75 Other current financial liabilities

10,993.73 10,993.73 12,547.05 12,547.05 5,988.06 5,988.06

40,543.88 40,543.88 42,064.12 42,064.12 40,426.09 40,426.09

The carrying amounts of the abovementioned financial assets and financial liabilities are considered to be the same as their fair values, due to their short-term nature.


CONSOLIDATED FINANCIAL STATEMENTII. Financial risk management The Company has exposure to the following risks arising from financial instruments:

- credit risk;- liquidity risk; and- market riski. Risk management framework The Company’s board of directors has overall responsibility for the establishment and

oversight of the Company’s risk management framework. The board of directors has established the processes to ensure that executive management controls risks through the mechanism of property defined framework.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s Audit Committee oversees compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

ii. Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a

financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.

The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely both in domestic and export market. The Management impact analysis shows credit risk and impact assessment as low.

Trade and other receivables The Company’s exposure to credit risk is influenced mainly by the individual


The Company Management has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes market check, industry feedback, past financials and external ratings, if they are available, and in some cases bank references. Sale limits are established for each customer and reviewed quarterly. Any sales exceeding those limits require approval from the President of the Company.

More than 60 % of the Company’s customers have been transacting with the Company for over four years, and no impairment loss has been recognized against these customers. In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables



(Rs. in Lakhs, unless stated otherwise) The Company’s exposure to credit risk is influenced mainly by the individual


The carrying amount net of loss allowances of trade receivables is Rs. 5201.29 (31 March 2018 – Rs. 4574.89, 1 April 2017 – Rs. 4860.72).

Ageing of trade receivables are as under:-Particulars As at 31.03.2019 As at 31.03.2018 As at 01.04.2017Current OS (Not Due) 4,009.22 3,818.51 3,179.29 Outstanding less than 1 year 1,328.61 695.73 1,351.86 Outstanding more than 1 year 186.54 295.06 549.70 Total 5,524.37 4,809.30 5,080.85 Less Allowance for credit Loss 323.07 234.41 220.13 5,201.29 4,574.89 4,860.72

During the period, the Company has made no write-offs of trade receivables, it does not expect to receive future cash flows or recoveries from collection of cash flows previously written off. The Company management also pursue all legal option for recovery of dues wherever necessary based on its internal assessment

A default on a financial asset is when counterparty fails to make payments within 60 days when they fall due.

Reconciliation of loss allowance provision – Trade receivables 31 March 2019 31 March 2018 1 April 2017 Opening balance 4,574.89 4,860.72 5,080.85 Change in trade receivables 715.07 (271.55) - Changes in loss allowance 88.66 14.28 220.13 Closing balance 5,201.29 4,574.89 4,860.72

Major Customer In case of textile segment, no single customer has contributed 10% or more to their

respective segment’s revenue for both 2018-19 and 2017-18. In case of wind energy segment, all sales for both 2018-19 and 2017-18 has been made

to a single customer.iii. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the

obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected future cash flows. This is generally carried out at unit level and monitored through caproate office of the Company in accordance with practice and limits set by the Company. These limits vary by location to take into account requirement, future


CONSOLIDATED FINANCIAL STATEMENTcash flow and the liquidity in which the entity operates. In addition, the Company’s liquidity management strategy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.(a) Financing arrangements The company had access to the following undrawn borrowing facilities at the end

of the reporting period:(Rs. in Lakhs, unless stated otherwise)

31 March 2019 31 March 2018 1 April 2017 Floating rate Expiring within one year (bank overdraft and other facilities)

Expiring beyond one year (bank loans) 535.69 782.16 3,447.76 535.69 782.16 3,447.76

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in indian rupee and have an average maturity within a year.

(b) Maturities of financial liabilities The following are the remaining contractual maturities of financial liabilities

at the reporting date. The amounts are gross and undiscounted, and exclude contractual interest payments and the impact of netting agreements.


2019



More than 5 years




2018



More than 5 years






Carrying Amounts

1 April 2017



More than 5 years


Borrowings 25,669.58 25,669.58 5,988.06 19,009.51 672.02 - Short term borrowings 12,577.24 12,577.24 12,577.24 - - - Trade payables 1,949.75 1,949.75 1,949.75 - - - Total non-derivative liabilities 40,196.57 40,196.57 20,515.05 19,009.51 672.02 -

The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change.

iv. Market risk Market risk is the risk that changes in market prices – such as foreign exchange rates

and interest rates – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Company uses derivatives like forward contracts to manage market riskson account of foreign exchange and various debt instruments on account of interest rates. All such transactions are carried out within the guidelines set by the Risk Management Committee. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.

v. Currency risk The Company is exposed to foreign exchange risk arising from foreign currency

transactions, primarily with respect to the USD and small exposure in EUR and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (Rs.). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the Rs. cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis. The Company also take help from external consultants who for views on the currency rates in volatile foreign exchange markets.

Currency risks related to the principal amounts of the Company’s foreign currency payables, have been partially hedged using forward contracts taken by the Company.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.



Exposure to currency risk The summary quantitative data about the Company’s exposure to currency risk as

reported to the management of the Company is as follows: As at 31 March 2019 As at 31 March 2018 As at 1 April 2017

USD EUR USD EUR USD EUR

Financial assets Trade receivables - 0.49 12.33 0.50 12.46 0.47 Advance From Customer (0.65) - - - - - Other payables (0.02) (0.01) (0.09) - 0.36 0.03 Advance to creditors 0.00 0.13 - 0.28 - 0.52 Loan PCPF (10.10) (1.32) (17.97) - (21.00) - Forward MTM (5.12) (0.81) (2.30) (0.47) (2.32) - Net statement of financial position exposure

(15.87) (1.53) (8.03) 0.31 (10.51) 1.02

JPY CHF JPY CHF JPY CHF

Financial assets Advance to creditors 10.53 0.16 17.98 0.06 Net statement of financial position exposure

10.53 0.16 17.98 0.06 - -

The following significant exchange rates (INR) have been applied Average Rates Year end spot rates

31 March 2019

31 March 2018

31 March 2019

31 March 2018

1 April 2017

USD 1 71.45 64.18 69.17 65.18 64.85 EUR 1 79.05 79.41 77.70 80.81 69.29 JPY 1 0.6457 0.6116 0.6252 0.6151 - CHF 1 74.13 66.39 69.71 68.50 -

Interest rate risk The Company’s main interest rate risk arises from long-term borrowings with variable

rates, which expose the Company to cash flow interest rate risk. During 31 March 2019 and 31 March 2018, the Company’s borrowings at variable rate were denominated in Indian Rupees and US Dollars.

Currently the Company’s borrowings are within acceptable risk levels, as determined by the management, hence the Company has not taken any swaps to hedge the interest rate risk.



(Rs. in Lakhs, unless stated otherwise) Exposure to interest rate risk The interest rate profile of the Company’s interest-bearing financial instruments as

reported to the management of the Company is as follows. Nominal Amount

31 March 2019 31 March 2018 1 April 2017 Fixed-rate instruments Financial assets - - -

Financial liabilities - - - - - - Variable-rate instruments Financial assets 7,237.76 5,655.59 6,744.30 Financial liabilities (40,543.88) (42,066.32) (40,426.09)Total (33,302.22) (36,407.32) (33,678.93)

Cash flow sensitivity analysis for variable-rate instruments A reasonably possible change of 100 basis points in interest rates at the reporting date

would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Profit or loss Equity, net of tax

50 bp increase

50 bp decrease

50 bp increase

50 bp decrease

31 March 2019 Variable-rate instruments (166.53) 166.53 (111.47) 111.47 Cash flow sensitivity (166.53) 166.53 (111.47) 111.47 31 March 2018 Variable-rate instruments (182.05) 182.05 (121.86) 121.86 Cash flow sensitivity (182.05) 182.05 (121.86) 121.86

Fair value sensitivity analysis for fixed-rate instruments The Company does not account for any fixed-rate financial assets or financial liabilities

at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.



Note 49: First Time Adoption of Ind ASAs stated in note 2, these are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2019, the comparative information presented in these financial statements for the year ended March 31, 2018 and in the preparation of an opening Ind AS statement of financial position at April 1, 2017 (the Company’s date of transition). In preparing its opening Ind AS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with Indian GAAP (previous GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

Exemptions and exceptions availed Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions

applied in the transition from previous GAAP to Ind AS.A. Ind AS optional exemptions Ind AS 101 allow first-time adopters certain exemptions from the retrospective application of

certain requirements under Ind AS. The company has applied the following exemptionsi) Property Plant and Equipment and Intangible Assets The Company has elected to measure an item of Property plant and Equipments and

intangible assets at the date of transition to Ind AS as at its fair value and use that fair value as deemed cost at that date.

ii) Determining whether an arrangement contains a Lease Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement

contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to apply this exemption for such contracts/arrangements.

iii) Investments in Subsidiaries As permitted by para D14 & D15 of Ind AS 101, the Company has elected to measure

the investments in subsidiaries at Deemed Cost calculated at the previous GAAP carrying amount as on the date of transition, as the Company has elected to measure such investments at Cost under Ind AS 27 “Separate Financial Statements”.

B. Ind AS mandatory exceptionsi) Estimates The estimates at April 01, 2017 and March 31, 2018 are consistent with those made

for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences if any, in accounting policies) apart from the items where application of Indian GAAP did not require estimation. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions as at the transition date and as of March 31, 2018.

ii) Classification and measurement of financial assets The Company has classified the financial assets in accordance with Ind AS 109 on the

basis of facts and circumstances that exist at the date of transition to Ind AS.C. Reconciliations between previous GAAP and Ind AS Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows

for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.




Reconciliation of equity

Particulars Notes to first-time adoption

As at 1st April 2017 As at 31 March 2018

Previous GAAP*

Adjust-ments Ind AS Previous

GAAP* Adjust-

ments Ind AS

ASSETS Non-current assets Property, Plant and Equipment 1 31,206.11 43,372.23 74,578.34 30,715.96 43,458.27 74,174.23Capital work-in-progress 835.20 - 835.20 17.61 - 17.61Investment Properties 2 2,682.26 (987.22) 1,695.04 2,682.26 (1,042.84) 1,639.42Intangible Assets 1 52.83 59.23 112.06 21.05 11.74 32.79Biological Assets Other than Bearer Plants

3 - 4.56 4.56 - 4.56 4.56

Financial assets - -(i) Investments 4 237.03 (237.03) - 237.03 (237.03) -

(ii) Other Non Current Finacial Assests

4 316.53 (49.85) 266.68 247.59 (49.85) 197.74

Other Non Current Assets 5 64.88 283.09 347.97 96.74 261.61 358.35

Current assets - -Inventories 7,198.03 - 7,198.03 7,099.91 - 7,099.91Financial assets (i) Trade receivables 6 4,984.41 (123.69) 4,860.72 4,646.35 (71.46) 4,574.89(ii) Cash and cash equivalents 477.09 - 477.09 45.67 - 45.67

(iii) Bank balances other than (ii) above

194.89 - 194.89 364.57 - 364.57

(iv) Other current financial assets 944.92 - 944.92 472.72 - 472.72

Current Tax Assets (Net) 1,133.05 - 1,133.05 1,179.74 - 1,179.74

Other current assets 5 3,849.37 29.07 3,878.44 4,076.19 21.88 4,098.07

TOTAL ASSETS 54,176.60 42,350.39 96,526.99 51,903.39 42,356.88 94,260.27

EQUITY AND LIABILITIES Equity Equity share capital 4,320.00 - 4,320.00 4,320.00 - 4,320.00Other equity 7 9,445.44 32,275.42 41,720.86 6,176.76 32,062.86 38,239.62LIABILITIES Non-current liabilities Financial liabilities (i) Borrowings 19,681.53 - 19,681.53 18,013.63 - 18,013.63(ii) Other financial liabilities 229.51 - 229.51 216.30 - 216.30Provisions 82.56 - 82.56 98.82 - 98.82Deferred tax liabilities (net) 8 (1,713.92) 9,457.61 7,743.69 (2,368.63) 9,565.80 7,197.17Other non current liabilities - 564.35 564.35 - 518.67 518.67 Current liabilities Financial liabilities (i) Borrowings 12,577.24 - 12,577.24 9,657.84 - 9,657.84 (ii) Trade payables 1,949.74 0.01 1,949.75 1,629.26 0.04 1,629.30 (iii) Other financial liabilities 5,988.06 - 5,988.06 12,547.71 1.53 12,549.24 Other current liabilities 543.84 45.65 589.49 524.41 19.14 543.55 Provisions 1,072.60 7.25 1,079.95 1,087.29 188.84 1,276.13TOTAL EQUITY AND LIABILITIES 54,176.60 42,350.39 96,526.99 51,903.39 42,356.88 94,260.27




Reconciliation of total comprehensive income for the year ended 31 March 2018


Revenue Revenue from operations 45,639.79 (485.96) 45,153.83 Other income 278.71 43.93 322.64 Total income 45,918.50 (442.03) 45,476.47 Expenses Cost of materials consumed 28,013.97 - 28,013.97 Changes in inventories of finished goods, stock-in-Trade and work-in-progress

730.39 - 730.39

Employee benefits expense 5,013.73 75.71 5,089.44 Finance costs 3,629.58 17.39 3,646.97 Depreciation and amotization expense 1,945.18 17.08 1,962.26 Other expenses 10,503.88 (345.64) 10,158.24 Total Expenses 49,836.73 (235.46) 49,601.27 Profit/ (loss) before tax (3,918.23) (206.57) (4,124.80) Tax expense: Current tax - Income Tax related to earlier years 5.18 - 5.18 Deferred tax (654.71) 74.07 (580.64) Profit/ (loss) for the period (A) (3,268.70) (280.64) (3,549.34) Other comprehensive income Items that will not be reclassified to profit or loss Remeasurement of defined benefit plans - 102.22 102.22 Income tax relateing to remeasurement of defined benefit plans - (34.12) (34.12) Total other comprehensive income for the period (B) - 68.10 68.10 Total comprehensive income for the period (A + B) (3,268.70) (212.54) (3,481.24)


Reconciliation of total equity as at 31 March 2018 and 1 April 2017 Particulars 31 March 2018 1 April2017 Total equity (shareholder’s funds) as per previous GAAP 10,496.76 13,765.44 Adjustments: Impact of Lease conversion from financial to operating lease 31.73 Impact Effective Interest Rate 16.03 Impact of Expected Credit Loss (123.69) Impact of Fair valuation of Non-Current Investments (237.03) Impact of fair valuation of Property, Plant & equipment and Intangible Assets 48,759.34 Reversal of revaluation reserve in retained earnings (6,656.14) Impact of fair valuation of Financial Assets and Others (57.20) Impact on Statement of Profit & Loss (as stated below) (212.54) - Impact of defered tax on above (9,457.61) Total adjustments (212.54) 32,275.43 Net impact brought forward from Opening balance sheet 32,275.43 - Total equity as per Ind AS 42,559.62 46,040.86



(Rs. in Lakhs, unless stated otherwise)Reconciliation of total comprehensive income for the year ended 31 March 2018 Particulars Amount Profit/(Loss) after tax under IGAAP (3,268.70) Adjustments Impact of Expected credit loss 52.23Impact of Effective Interest Rate (15.84)Impact of fair value of Other Contingencies (181.00)Acturial Gain/Loss on defined benefit plan (75.70)Impact of Lease conversion from financial to operating lease 4.76Fair value of Forward Contracts (1.52)Impact on depreciation and Others 8.35Impact of Deferred tax (71.92) Total adjustments (280.64) Profit/(Loss) after tax as per Ind AS (3,549.34) Other Comprehensive Income (Net of deferred tax) 68.10 Total Comprehensive income for the year (3,481.24)

Impact of Ind AS adoption on the statements of cash flows for the year ended 31 March 2018


Net cash flow from operating activities 1,910.73 15.91 1,926.64 Net cash flow from investing activities (844.24) 0.82 (843.42) Net cash flow from financing activities (1,497.24) (17.40) (1,514.64) Net increase/(decrease) in cash and cash equivalents (430.75) (0.67) (431.42) Cash and cash equivalents as at 1 April 2017 474.67 - 474.67 Cash and cash equivalents as at 31 March 2018 43.92 (0.67) 43.25




D. Notes to first-time adoption:1 Fair Value as deemed cost - Property Plant and Equipment (PPE) The Company has opted the option of fair value as deemed cost for the Property Plant

and Equipment as on the date of transition to Ind AS. This has resulted in increase of 43,431.46 Rs in Lakhin the value of the Property Plant and Equipment with corresponding increase in retained earnings of 43,431.46 and deferred tax liability of 8525.23. Further, the company has also recognised the revision in useful life as on date of transition to Ind AS to retained earnings and deferred tax liability.

Fair Value as deemed cost as on transition date for respective category of PPE is as under:

Category

Carrying value



Carrying value

under Ind AS as on

01.04.2017

Carrying value



Carrying value as on 31.03.2018 under Ind

AS

Freehold land 5,697.16 39,958.87 45,656.03 5,697.16 39,958.87 45,656.03 Land lease hold 244.25 (244.25) - 228.21 (228.21) - Building 1,934.56 3,074.71 5,009.27 2,516.91 3,123.21 5,640.12 Plant and equipment

21,231.46 657.59 21,889.05 20,256.13 642.81 20,898.94

Electrical Installation

1,675.80 (69.30) 1,606.50 1,751.39 (74.81) 1,676.58

Furniture and fixtures

253.72 9.11 262.83 157.67 27.88 185.55

Office equipments 51.05 5.11 56.16 28.41 8.65 37.06 Vehicles 118.11 (19.61) 98.50 80.08 (0.13) 79.95 Computer software

52.83 59.23 112.06 21.05 11.74 32.79

Total 31,258.94 43,431.46 74,690.40 30,737.01 43,470.01 74,207.02

2 Investment Property Land and building in that are held for long-term rentals yields and/or capital appreciation

are classified as Investment Property. Revaluation reserve was create in earlier has reversed.

3 Biological Assets Other than Bearer Plants has been recogonised as per Ind As4 Expected Credit Loss Model Ind-AS 109 requires to recognize loss allowances on trade receivable and other financial

assets of the Company, at an amount equal to the lifetime expected credit loss or the 12 month expected credit loss based on the increase in the credit risk.

5 Leases Under India GAAP, lease agreement to use land was excluded from accounting of

leases under AS 19. Under IND AS, use of land is not excluded from accounting of leases. Due to the above, measurement amount of lease, operating or finance has been changed.








8 Remeasurements of post-employment benefit obligations Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan

assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of statement of profit and loss. Under the previous GAAP, these remeasurements were forming part of the statement of profit and loss for the year. As a result of this change, the loss for the year ended March 31, 2018 increased by Rs.102.22 (Net of tax Rs. 68.09) There is no impact on the total equity as at 31 March 2018.

9 Long Term Borrowings Under Indian GAAP, the Company accounted for long term borrowings measured at

transaction value. Under Ind AS, the Company has recognised the long term borrowings at amortised cost using effective interest rate (EIR).

10 Deferred Tax Under previous GAAP, deferred tax was prepared using income statement approach.

Under Ind AS, company has prepared deferred tax using balance sheet approach. Also, deferred tax have been recognised on the adjustments made on transition to Ind AS.

11 Retained earnings Retained earnings as at April 1, 2017 has been adjusted consequent to the above Ind

AS transition adjustments12 Other comprehensive income Under Ind AS, all items of income and expense recognised in a period should be

included in the statement of profit and loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans and tax thereon. The concept of other comprehensive income did not exist under previous GAAP.



Note 50: Capital managementThe Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The following table summarises the capital of the Company :Particulars 31.03.2019 31.03.2018 01.04.2017 Equity Share Capital 5,701.22 4,320.00 4,320.00 Other Equity 41,377.96 38,239.62 41,720.86 Total Equity 47,079.18 42,559.62 46,040.86 Non-Current Borrowings 16,346.82 18,013.63 19,681.53 Current maturities of Non-Current Borrowings 9,584.31 11,265.40 4,511.40 Current Borrowings 10,224.31 9,657.84 12,577.24 Total Debts 36,155.44 38,936.87 36,770.17

The accompanying notes are an integral part of these financial statementsAs per our report of even date








B. K. SipaniPartner




Annual Report 2018-19 2 - Maharaja Shree Umaid Mills Ltd.severally authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to

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