A Oneindia Venture

Notes to Accounts of Rajapalayam Mills Ltd.

Mar 31, 2025

K. Provisions, Contingent Liabilities and Contingent Assets

(i) Provisions involving substantial degree of estimation in measurement are recognised
when there is a present obligation as a result of past events and it is probable that
there will be an outflow of resources embodying economic benefits in respect of
which a reliable estimate can be made.

(ii) Provisions are discounted if the effect of the time value of money is material, using
pre-tax rates that reflects the risks specific to the liability. When discounting is used,
an increase in the provisions due to the passage of time is recognised as finance
cost. These provisions are reviewed at each Balance Sheet date and adjusted to
reflect the current best estimates.

(iii) Insurance claims are accounted on the basis of claims admitted or expected to be
admitted and to the extent that the amount recoverable can be measured reliably and
it is reasonable to expect ultimate collection. Any subsequent change in the
recoverability is provided for. Contingent Assets are not recognised.

(iv) Contingent liability is a possible obligation that may arise from past events and its
existence will be confirmed only by occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Company or it is not
probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and the same are not recognised but disclosed in the financial
statements.

L. Intangible Assets

(i) The costs of computer software acquired and its subsequent improvements are
capitalised. Internally generated software is not capitalized and the expenditure is
recognized in the Statement of Profit and Loss in the year in which the expenditure
is incurred.

(ii) The cost incurred for right to un-restricted usage of power transmission system for
drawal of power from State grid to its mills were capitalized as the Company is
expected to yield future economic benefits.

(iii) The useful lives of intangible assets are assessed as either finite or indefinite. Intangible
Assets with finite lives are carried at cost less accumulated amortisation and impairment
losses if any and are amortised over their estimated useful life based on straight-line
method. The Company do not have any intangible assets with indefinite lives.

(iv) The intangible assets that are under development phase are carried at cost including
related expenses and attributable interest, and are recognised as Intangible assets
under development.

(v) The residual values, useful lives and methods of amortisation of intangible asset are
reviewed at each reporting date and adjusted prospectively, if appropriate.

M. Investment Properties

(i) An investment in land or buildings both furnished and unfurnished, which are held
for earning rentals or capital appreciation or both rather than for use in the production
or supply of goods or services or for administrative purposes or sale in the ordinary
course of business, are classified as investment properties.

(ii) Investment properties are stated at cost, net of accumulated depreciation and
impairment loss, if any except freehold land, which is carried at cost.

(iii) The Company identifies the significant parts of investment properties separately, which
are required to be replaced at intervals. Such parts are depreciated separately based
on their specific useful lives determined on best estimate basis upon technical advice.

(iv) Depreciation on investment properties are calculated on straight-line method based
on useful life of the significant parts as detailed below, that are different from the
useful lives as indicated under Part C of Schedule II of the Companies Act, 2013:

(v) The residual values, useful lives and methods of depreciation of investment properties
are reviewed at each reporting date and adjusted prospectively, if appropriate.

N. Operating Segments

(i) Operating segments are identified on the basis of nature and usage of products and
reported in a manner consistent with the internal reporting provided to Chief Operating
Decision Maker. The Company''s business operation comprises of two operating
segments viz., Textile and Windmills.

(i) The Company initially determines the classification of financial assets and liabilities.
After initial recognition, no re-classification is made for financial assets, which are
categorised as equity instruments at FVTOCI, and financial assets / liabilities that are
specifically designated as FVTPL. However, other financial assets are re-classifiable
when there is a change in the business model of the Company.

(ii) Fair Value Hedge

Changes in the fair value of forwards contracts that are designated and qualify as
fair value hedges are recognized in the income statement, together with the changes
in the fair value of the hedged item that are attributable to the hedged risk. If the
hedge no longer meets the criteria for hedge accounting, changes in the fair value
of the hedged item attributable to the hedged risk are no longer recognized in the
income statement.

When a hedged item in a fair value hedge is a firm commitment (or a component
thereof) to acquire an asset or assume a liability, the initial carrying amount of the
asset or the liability that results from the entity meeting the firm commitment is
adjusted to include the cumulative change in the fair value of the hedged item that
was recognised in the balance sheet, with a corresponding gain or loss recognized
in Profit or Loss.

Financial Assets

(iii) Financial assets comprise of investments in equity, loans, trade receivables, cash
and cash equivalents and other financial assets.

Initial recognition and measurement

(iv) 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 (FVTPL), transaction costs that are
attributable to the acquisition of the financial asset.

(v) Where the fair value of a financial asset at initial recognition is different from its
transaction price, the difference between the fair value and the transaction price is
recognised as a gain or loss in the Statement of Profit and Loss at initial recognition
if the fair value is determined through a quoted market price in an active market for
an identical asset (i.e. level 1 input) or through a valuation technique that uses data
from observable markets (i.e. level 2 input).

(vi) In case the fair value is not determined using a level 1 or level 2 input as mentioned
above, the difference between the fair value and transaction price is deferred

appropriately and recognised as a gain or loss in the Statement of Profit and Loss
only to the extent that such gain or loss arises due to a change in factor that market
participants take into account when pricing the financial asset.

Subsequent measurement

(vi) For subsequent measurement, the Company classifies a financial asset in accordance
with the below criteria:

(a) The Company’s business model for managing the financial asset and,

(b) The contractual cash flow characteristics of the financial asset:

Based on the above criteria, the Company classifies its financial assets into the
following categories:

(viii) The Company has accounted for its investments in associates at cost.

(ix) For impairment purposes, significant financial assets are tested on individual basis
at each reporting date. Other financial assets are assessed collectively in groups that

(x) Financial liabilities comprise of Borrowings, Trade payables, Lease Liabilities and
other financial liabilities.

Initial recognition and measurement:

(xi) All financial liabilities are recognised initially at fair value minus, in the case of
financial liabilities not recorded at fair value through profit or loss (FVTPL), transaction
costs that are attributable to the acquisition of the financial liability.

(xii) Where the fair value of a financial liability at initial recognition is different from its
transaction price, the difference between the fair value and the transaction price is
recognised as a gain or loss in the Statement of Profit and Loss at initial recognition
if the fair value is determined through a quoted market price in an active market for
an identical asset (i.e. level 1 input) or through a valuation technique that uses data
from observable markets (i.e. level 2 input).

(xiii) In case the fair value is not determined using a level 1 or level 2 input as mentioned
above, the difference between the fair value and transaction price is deferred
appropriately and recognised as a gain or loss in the Statement of Profit and Loss
only to the extent that such gain or loss arises due to a change in factor that market
participants take into account when pricing the financial liability.

Subsequent measurement

(xiv) All financial liabilities of the Company are subsequently measured at amortised cost
using the effective interest method except for certain items like foreign exchange
forward contracts that do not qualify for hedge accounting are measured at fair
through profit or loss (FVTPL).

(xv) Transaction cost of financial guarantee contracts that are directly attributable to the
issuance of the guarantee are recognised initially as a liability at fair value.
Subsequently, the liability is measured at the higher of the amount of loss allowance
determined as per impairment requirements of Ind AS 109 and the amount recognised
less cumulative amortization.

P. Fair value measurement

(i) The fair value of an asset or a liability is measured using the assumptions that the
market participants would use when pricing the asset or liability, assuming that the
market participants act in the economic best interest.

(ii) All assets and liabilities for which fair value is measured and disclosed in the financial
statements are categorised within fair value hierarchy based on the lowest level input
that is significant to the fair value measurement as a whole. The fair value hierarchy
is described as below:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level inputs that are significant to
the fair value measurement is directly or indirectly observable.

Level 3: Valuation techniques for which the lowest level inputs that are significant to
the fair value measurement is unobservable.

(iii) For assets and liabilities that are recognised in the Balance sheet on a recurring
basis, the company determines whether transfers have occurred between levels in
the hierarchy by reassessing categorisation at the end of each reporting period (i.e)
based on the lowest level input that is significant to the fair value measurement as
a whole.

(iv) For the purpose of fair value disclosures, the company has determined the classes
of assets and liabilities based on the nature, characteristics and risks of the assets
or liabilities and the level of the fair value hierarchy as explained above.

6. Significant Estimates and Judgements

The preparation of the financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities
and the accompanying disclosures, and the disclosure of contingent liabilities. Actual results
could vary from these estimates. The estimates and underlying assumptions are reviewed on
an on-going basis. Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision effects only that period or in the period of the revision
or future periods, if the revision affects both current and future years.

Accordingly, the management has applied the following estimates / assumptions / judgements
in preparation and presentation of financial statements:

(i) Revenue Recognition

Significant management judgement is exercised in determining the transaction price and
discounts to customer, which is based on market factors namely demand and supply.
The Company offers credit period to customers and management judgment is exercised
in assessing whether a contract contains a significant financing component.

(ii) Property, Plant and Equipment, Intangible Assets and Investment Properties

The residual values and estimated useful life of PPEs, Intangible Assets and Investment
Properties are assessed by the technical team at each reporting date by taking into
account the nature of asset, the estimated usage of the asset, the operating condition of
the asset, past history of replacement and maintenance support. Upon review, the
management accepts the assigned useful life and residual value for computation of
depreciation / amortisation. Also, management judgement is exercised for classifying the
asset as investment properties or vice versa.

(iii) Current Taxes

Calculations of income taxes for the current period are done based on applicable tax laws
under new tax regime and management''s judgement by evaluating positions taken in tax
returns and interpretations of relevant provisions of law and applicable judicial precedents.

(iv) Deferred Tax Asset

Significant management judgement is exercised by reviewing the deferred tax assets at each
reporting date to determine the amount of deferred tax assets that can be retained / recognised,
based upon the likely timing and the level of future taxable profits together with future tax
planning strategies.

(v) Provisions

The timing of recognition requires application of judgement to existing facts and
circumstances that may be subject to change. The litigations and claims to which the
company is exposed are assessed by the management and in certain cases with the
support of external experts. The amounts are determined by discounting the expected
future cash flows at a pre-tax rate that reflects the current market assessments of the time
value of money and the risks specific to the liability.

(vi) Segment Reporting

Management''s judgment is exercised to aggregate two or more business segments as
single operating segment, based on economic characteristics, products, production process
and types of customer, which are similar in nature.

(vii) Contingent Liabilities

Management judgement is exercised for estimating the possible outflow of resources, if
any, in respect of contingencies / claims / litigations against the Company as it is not
possible to predict the outcome of pending matters with accuracy.

(viii) Classification of Investment

Management judgement is exercised in determining the following criteria while making
classification of investments:

- the intention of the Company to sell the investment immediately;

- the sale is highly probable;

- it is unlikely that significant change to the sale plan will be made and;

- that plan will not be withdrawn.

Based on this judgement, the investments are classified as "Investment held for sale", if
all the above criteria are met and continue to classify the investment as "Non-current
investment", if the above criteria are not met.

(ix) Impairment of Trade receivables

The impairment for trade receivables are done based on assumptions about risk of
default and expected loss rates. The assumptions, selection of inputs for calculation of
impairment are based on management judgement considering the past history, market
conditions and forward looking estimates at the end of each reporting date.

(x) Impairment of Non-financial assets (PPE / Intangible Assets / Investment Properties)

The impairment of non-financial assets is determined based on estimation of recoverable
amount of such assets. The assumptions used in computing the recoverable amount are
based on management judgement considering the timing of future cash flows, discount
rates and the risks specific to the asset.

(xi) Impairment of Investments in Associates

Significant management judgement is exercised in determining whether the investment in
associates are impaired or not is on the basis of its nature of long term strategic investments
and business projections.

(xii) Defined Benefit Plans and Other long term benefits

The cost of the defined benefit plan and other long-term benefits, and the present value
of such obligation are determined by the independent actuarial valuer. An actuarial valuation
involves making various assumptions that may differ from actual developments in future.
Management believes that the assumptions used by the actuary in determination of the
discount rate, future salary increases, mortality rates and attrition rates are reasonable.
Due to the complexities involved in the valuation and its long-term nature, this obligation
is highly sensitive to changes in these assumptions. All assumptions are reviewed at each
reporting date.

(xiii) Determination of lease term of contracts as non-cancellable term

Significant management judgement is exercised in determining the lease term as non¬
cancellable term of the lease, together with any periods covered by an option to extend
the lease if it is reasonably certain to be exercised, or any periods covered by an option
to terminate the lease, if it is reasonably certain not to be exercised, by considering all
relevant factors that create an economic incentive for it to exercise either the renewal or
termination.

(xiv) Fair value measurement of financial instruments / Firm Commitments

When the fair values of financial assets and financial liabilities could not be measured
based on quoted prices in active markets, management uses valuation techniques including
the Discounted Cash Flow (DCF) model, to determine its fair value The inputs to these
models are taken from observable markets where possible, but where this is not feasible,
a degree of judgement is exercised in establishing fair values. Judgements include
considerations of inputs such as liquidity risk, credit risk and volatility.

(xv) Interests in other entities

Significant management judgement is exercised in determining the interests in other
entities. The management believes that wherever there is a significant influence over
certain companies belonging to its group, such companies are treated as Associate
companies even though it holds less than 20% of the voting rights.


Mar 31, 2024

(i) The Company has accounted for Investment in Associates at cost. Refer to Note No. 50(A) for information on principal place of business / country of incorporation and the Company''s interest / percentage of shareholding in the above associates.

(ii) The carrying amount of investment in Associates is tested for impairment in accordance with Ind AS 36. The investment in Associates are long term strategic in nature, no impairment is considered as at the reporting date, considering its long term future prospects.

By virtue of execution of Share Subscription and Purchase Agreement the Company had sold 12,15,40,789 equity shares of Lynks Logistics Limited ("Lynks") to Bundl Technologies Private Limited ("Bundl" operating under the brand name "Swiggy") and measured such investment at its Fair Value through Other Comprehensive Income (FVTOCI) in accordance with Ind AS 109. The Company simultaneously acquired 5,85,723 Compulsory Convertible Preference Shares (CCPS) of Bundl, in consideration of the sale of shares. The Company opted to designate such investment in CCPS of Bundl measured at Fair Value through Other Comprehensive Income (FVTOCI) in accordance with Ind AS 109 and recognise the fair value fluctuations through Other Comprehensive Income.

: (i) Loans are non-derivative financial assets and are carried at amortized cost, which generate fixed or variable interest income for the Company.

(ii) Loans to Related parties had been granted towards working capital in the normal course of business.

(iii) The Company has not granted any loan or advance in the nature of loan to promoters, directors and KMPs that are repayable on demand or without specifying any terms or period of repayment.

: (i) The Company is eligible to receive capital subsidy of $ 2,100.00 Lakhs from Government of Tamilnadu and the same has been reduced from cost of qualifying Property, Plant and Equipment. Out of the eligible subsidy amount, the Company has received $ 1,400.00 Lakhs upto the FY 2023-24. The balance amount of $ 700.00 Lakhs will be received in 2 annual installments. Out of this, an amount of $ 350.00 Lakhs has been reported under "Other Financial Assets (Non-Current)" and the balance amount of $ 350.00 Lakhs, which is receivable within 12 months of the balance sheet date has been classified under "Other Financial Assets (Current)".

(ii) The Company has made application for acquisition of 1,818 Nos. of equity share of M/s. The Ramaraju Surgical Cotton Mills Limited on rights basis and the equity shares has been allotted to the Company during April, 2024.

(i) Raw materials includes Goods-in-transit of $ 335.43 Lakhs (As at 31-03-2023 $ 770.12 Lakhs).

(ii) The total carrying amount of inventories as at reporting date has been pledged as Security for Borrowings.

(iii) The mode of valuation of inventories has been stated in the Note No. 5A

(iii) Rights / Restrictions attached to Equity Shares

The Company has one class of equity shares having a face value of Rs. 10/- each. Each Shareholder is eligible for one vote per share held. The Company declares and pays dividend in Indian Rupees. In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

# Smt. Ramachandra Raja Chittammal Member of Promoter Group demised on 15-09-2023. Subsequently the holdings of Smt. Ramachandra Raja Chittammal was transmitted to her daughters viz Smt. Alagaraja Ramalakshmi and Smt. Sethulakshmi Jayaraman on 26-03-2024 and they are classified as Member of Promoter Group in terms of Regulation 31A (6) of SEBI (LODR) Regulations 2015.

Nature of Reserve

Capital Reserve represents the difference between the shares allotted to the Share Holders of Transferor Company and Net Worth acquired from Transferor Company as per scheme of Amalgamation.

Nature of Reserve

Securities Premium was credited when shares are issued at a Premium. The Company can use this reserve to issue bonus shares, to provide for preliminary expenses, the commission paid or discount allowed and expenses related to any issue of shares of the Company.

Nature of Reserve

General Reserve represents the statutory reserve in accordance with Companies Act, 2013 wherein a portion of profit is apportioned to general reserve. Under Companies Act, 1956 it was mandatory to transfer amount before a Company can declare dividend, however under Companies Act, 2013 transfer of any amount to General reserve is at the discretion of the Company.

Nature of Reserve

Fair Value through Other Comprehensive Income Reserve represents the balance in equity for items to be accounted in Other Comprehensive Income (OCI). The Company has opted to recognise the changes in the fair value of certain investments in equity instruments and remeasurement of defined benefit obligations in OCI. The Company transfers amounts from this reserve to Retained Earnings in case of actuarial loss / gain and in case of fair value recognition of equity instrument, the same will be transferred when the respective equity instruments are derecognised.

i: Company is availing benefit under EPCG Scheme for import of capital goods and spare parts against obligation to export six times of the duty saved. The export obligation under the EPCG Scheme to be fulfilled on or before the financial year 2029-30. The Company is also importing cotton under Advance License Scheme against obligation to export the yarn / fabrics within 18 months from the date of license. The export obligation under the Advance License Scheme to be fulfilled on or before 30th September, 2025.

NOTE NO. 45

CONTINGENT LIABILITIES

($ in Lakhs)

Particulars

31-03-2024

31 -03-2023

Guarantees given by the bankers on behalf of company

303.60

355.19

Demands / Claims not acknowledged as Debts in respect of matters in appeals relating to -

Income Tax

NIL

NIL

Other demands

484.04

474.39

i. Income Tax Assessment have been completed upto the Accounting Year ended 31st March, 2022 i.e. AY 2022-23.

ii. Sales Tax / VAT Assessment has been completed upto the Accounting year 2016-17. The Assessment under CST Act was completed upto the Accounting year 2017-18.

iii. In respect of Electricity matters, Appeals / Writ petition are pending with TNERC / APTEL / High Court for various matters for which no provision has been made in the books of accounts to the extent of $ 484.04 Lakhs (PY: $ 474.39 Lakhs). In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on this matter.

Defined Benefit Plan - Gratuity

The Gratuity payable to employees is based on the employee''s service and last drawn salary at the time of leaving the services of the Company and is in accordance with the rules of the Company read with Payment of Gratuity Act, 1972. This is a defined benefit plan in nature. The Company makes annual contributions to "Rajapalayam Mills Limited Employees'' Gratuity Fund" administered by the Trustees and managed by LIC of India, based on the Actuarial Valuation by an Independent external actuary as at the Balance Sheet date using Projected Unit Credit method. The Company has the exposure of actuarial risk such as adverse salary growth, change in demography experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating the defined benefit obligation recognized within the Balance Sheet.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating the defined benefit obligation recognized within the Balance Sheet.

DISCLOSURE OF FAIR VALUE MEASUREMENTS

The fair values of financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to their short term maturities of these instruments.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments and investment properties by valuation technique:

Level 1 : Quoted (Unadjusted) prices in active markets for identical assets or liabilities.

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3 : Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

NOTE NO. 53

FINANCIAL RISK MANAGEMENT

The Board of Directors (BOD) has overall responsibility for the establishment and oversight of the Company''s risk management framework and thus established a risk management policy to identify and analyse the risk faced by the Company. Risk Management systems are reviewed by the BOD periodically to reflect changes in market conditions and the Company''s activities. The Company through its training and management standards and procedures develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit Committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the risk management framework. The Audit committee is assisted in the oversight role by Internal Audit. Internal Audit undertakes reviews of the risk management controls and procedures, the results of which are reported to the Audit Committee.

The Board of Directors regularly reviews these risks and approves the risk management policies, which covers the management of these risks:

Credit Risk

Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Company''s receivables, treasury operations and other operations that are in the nature of lease.

Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company extends credit to its customers in the normal course of business by considering the factors such as financial reliability of customers. The Company evaluates the concentration of the risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets. In case of Corporate / Export Customer, credit risks are mitigated by way of enforceable securities. However, unsecured credits are extended based on creditworthiness of the customers on case to case basis.

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the company and where there is a probability of default, the company creates a provision based on Expected Credit Loss for trade receivables under simplified approach as below:

Financial Instruments and Cash deposits

Investments of surplus funds are made only with the approved counterparties. The Company is presently exposed to counter party risk relating to short term and medium term deposits placed with Banks. The Company places its cash equivalents based on the creditworthiness of the financial institutions.

Liquidity Risk

Liquidity Risks are those risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. In the management of liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the company''s operations and to mitigate the effects of fluctuations in cash flows.

Fund Management

Due to the dynamic nature of the underlying business, the Company aims at maintaining flexibility in funding by keeping both committed and uncommitted credit lines available. The Company has laid well defined policies and procedures facilitated by robust information system for timely and qualitative decision making by the management including its day to day operations.

Foreign Currency Risk

The Company''s exposure in USD and other foreign currency denominated transactions in connection with import of cotton, capital goods & spares, besides exports of finished goods and borrowings in foreign currency, gives rise to exchange rate fluctuation risk. The Company has following policies to mitigate this risk:

Decisions regarding borrowing in Foreign Currency and hedging thereof, (both interest and exchange rate risk) and the quantum of coverage is driven by the necessity to keep the cost comparable. Foreign Currency loans, imports and exports transactions are hedged by way of forward contracts / packing credit in foreign currency which acts as natural hedge against export receivable. The Company enters the above transactions, after taking into consideration the anticipated Foreign exchange inflows/outflows, timing of cash flows, tenure of the forward contract and prevailing Foreign exchange market conditions.

The Company uses derivative financial instruments viz. Foreign Exchange Forward Contracts exclusively for hedging currency risks that arise from imports / exports transactions. The Company measures the risk by forecasting foreign currency cash flows and manages its currency risks by appropriately hedging the transactions. When a forward contract is entered into for the purpose of being a hedge, the Company finalizes the terms of those forward contracts to match the terms of the hedged exposure i.e. receivables / payables / Firm Commitments. All identified exposures are managed as per the policy duly approved by the Board of Directors.

Cash flow and fair value interest rate risk

Interest rate risk arises from long term borrowings with variable rates which exposed the company to cash flow interest rate risk. The Company''s fixed rate borrowing are carried at amortized cost and therefore are not subject to interest rate risk as defined in Ind AS 107 since neither the carrying amount nor the future cash flows will fluctuate because of the change in market interest rates. The Company is exposed to the evolution of interest rates and credit markets for its future refinancing, which may result in a lower or higher cost of financing, which is mainly addressed through the management of the fixed/floating ratio of financial liabilities. The Company constantly monitors credit markets to strategize a well-balanced maturity profile in order to reduce both the risk of refinancing and large fluctuations of its financing cost. The Company believes that it can source funds for both short term and long term at a competitive rate considering its strong fundamentals on its financial position.

NOTE NO. 54

DISCLOSURE AS REQUIRED UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006: The categorization of supplier as MSME registered under the Act under new definition, has been determined based on the information available with the Company as at the reporting date. The Company has also considered suppliers as MSME who possess the erstwhile MSME certificate for the period upto the reporting date, for the purpose of categorization and disclosures. The disclosures as required under Micro, Small and Medium Enterprises Development Act, 2006:

e) Undisclosed Income

The Company do not have any transaction which are not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during any of the years.

f) Relationship with Struck off Companies

The Company did not have any transactions with Companies struck off under Section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956 considering the information available with the Company.

g) Details of Crypto Currency or Virtual Currency

The Company did not trade or invest in Crypto Currency or virtual currency during the financial year. Hence disclosure relating to it are not applicable.

h) The Company has neither advanced or loaned or invested, nor received any fund, to or from, any other persons or entities (intermediaries) with the understanding that the intermediary shall:

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or

ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

Formula adopted for above Ratios:

(a) Current Ratio = Current Assets / (Total Current Liabilities - Security Deposits payable on Demand - Current maturities of Long Term Debt)

(b) Debt-Equity Ratio = Total Debt / Total Equity

(c) Debt Service Coverage Ratio = (EBITDA - Current Tax) / (Principal Repayment Gross Interest)

(d) Return on Equity Ratio = Total Comprehensive Income / Average Total Equity

(e) Inventory Turnover Ratio (Average Inventory days) = 365 / (Net Revenue / Average Inventories)

(f) Trade receivables Turnover Ratio (Average Receivables days) = 365 / (Net Revenue / Average Trade receivables)

(g) Trade Payables Turnover Ratio (Average Payable days) = 365 / (Net Revenue / Average Trade payables)

(h) Net Capital Turnover Ratio = (Inventory Turnover Ratio Trade receivables turnover ratio - Trade payables turnover ratio)

(i) Net Profit Ratio = Net Profit / Net Revenue

(j) Return on Capital employed = (Total Comprehensive Income Interest) / (Average of (Equity Total Debt))

(k) Return on Investment (Assets) = Total Comprehensive Income / Average Total Assets.

Reasons for Variation if more than ± 25%:

Debt Service Coverage Ratio, Return on Equity, Net Profit Ratio & Return on Investment (Assets):

The operating margin during the financial year 2023-24 is declined on account of general slowdown in the textile industry and increase in finance cost due to expansion projects which results reduction in Debt Service Coverage Ratio, Return on Equity, Net Profit Ratio & Return on Investment.

Trade Receivable Turnover Ratio:

The Trade receivables as on 31-03-2024 has increased due to outstanding of invoices which are related to sale value of more value added yarn / fabric.

NOTE NO. 56

EXCEPTIONAL ITEMS

a. Profit on Sale of Investment:

The Company has decided to sell some of the investments held in the Shares of one of its associates viz. The Ramco Cements Limited as a means of finance of margin money for the project of fabric expansion and establishment of new processing unit. The Company has sold 6,13,000 Shares of The Ramco Cements Limited during the FY 2023-24 for a sale consideration of $ 5,486.82 Lakhs. After adjusting cost of sale $ 15.44 Lakhs and carrying cost of investment $ 90.19 Lakhs, the net profit on sale of investment of $ 5,381.19 Lakhs (PY: NIL) has been presented in the Statement of Profit and Loss as "Profit on Sale of Investment" under Exceptional Item.

b. Profit on Sale of Property, Plant & Equipment and Investment Property:

The Company has sold 0.41 Acres of Land located at Dhanot Village, Gujarat for a sale consideration of $ 22.00 Lakhs and 16.16 Acres of Land located at Anuppapatty Village, Palladam, Tamilnadu for a sale consideration of $ 323.20 Lakhs after adjusting the cost of acquisition of land & land development expenses of $ 6.93 Lakhs, the net profit on sale of land was $ 338.27 Lakhs (PY: $ 803.80 Lakhs).

The Company has modernized the old textile machineries during FY 2023-24 and sold the old machineries for a sale consideration of $ 171.38 Lakhs. The WDV of old machineries was $ 128.82 Lakhs. The Company has incurred profit on sale of the above old machineries to the extent of $ 42.56 Lakhs (PY: Loss of $ 61.31 Lakhs).

The aggregate net profit of $ 5,762.02 Lakhs (PY: $ 742.49 Lakhs) of above transactions is shown as an Exceptional Items in the Statement of Profit and Loss.

NOTE NO. 58 CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the Shareholders'' wealth.

The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus Debt.

The decrease in capital gearing ratio as at 31-03-2024 was due to repayment of Long term loans / reduction working capital loan. The Capital Gearing Ratio is expected to come down in the forthcoming years, once the Fabric expansion of projects start generating revenue / profits.

There are no significant changes in the objectives, policies or processes for managing capital during the years ended 31-03-2024 and 31-03-2023.


Mar 31, 2023

(i) The Company has accounted for Investment in Associates at cost. Refer to Note No. 50(A) for information on principal place of business / country of incorporation and the Company''s interest / percentage of shareholding in the above associates.

(ii) The carrying amount of investment in Associates is tested for impairment in accordance with Ind AS 36. The investment in Assoicates are long term strategic in nature, no impairment is considered as at the reporting date, considering its long term future prospects.

(iii) The Board of Directors have approved to sell the investments in the Shares of The Ramco Cements Limited upto a total value of $ 90 Crores for part funding of its capital expenditure towards fabric capacity expansion. Out of this, the Company has sold 4,39,736 Shares of The Ramco Cements Limited for a sale consideration of $ 34.56 Crores during the FY 2021-22. Considering the uncertainty in stock market and highly fluctuating share price, time period within which the balance quantity of shares may be sold could not be ascertained as at the reporting date and hence the investments are continued to be classified as Non-current investment.

Notes: (i) The Company is eligible to receive capital subsidy of $ 2,100.00 Lakhs from Government of Tamil Nadu and the same has been reduced from cost of qualifing Property, Plant and Equipment. Out of the eligible subsidy amount, the Company has received $ 1,050.00 Lakhs during the FY 2022-23. The balance amount of $ 1,050.00 Lakhs will be received in 3 annual installments from FY 2023-24. Out of this, an amount of $ 700.00 Lakhs has been reported under "Other Financial Assets (Non-Current)" and the balance amount of $ 350 Lakhs, which is receivable within 12 months of the balance sheet date has been classified under "Other Financial Assets (Current)".

(ii) The Company has made application for subscription of 29,92,500 Nos. of equity share of M/s. Green Infra Clean Wind Generation Ltd for purchase of solar power under Group Captive mode and the equity shares has been allotted to the Company during May, 2023.

(iii) Rights / Restrictions attached to Equity Shares

The Company has one class of equity shares having a face value of $ 10/- each. Each Shareholder is eligible for one vote per share held. The Company declares and pays dividend in Indian Rupees. In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Securities Premium was credited when shares are issued at a Premium. The Company can use this reserve to issue bonus shares, to provide for preliminary expenses, the commission paid or discount allowed and expenses related to any issue of shares of the Company.

General Reserve represents the statutory reserve in accordance with Companies Act, 2013 wherein a portion of profit is apportioned to general reserve. Under Companies Act, 1956 it was mandatory to transfer amount before a Company can declare dividend, however under Companies Act, 2013 transfer of any amount to General reserve is at the discretion of the Company.

Nature of Reserve

Fair Value Through Other Comprehensive Income (FVTOCI) Reserve represents the balance in equity for items to be accounted in Other Comprehensive Income (OCI). The Company has opted to recognise the changes in the fair value of certain investments in equity instruments and remeasurement of defined benefit obligations in OCI. The Company transfers amounts from this reserve to Retained Earnings in case of actuarial loss / gain and in case of fair value recognition of equity instrument, the same will be transferred when the respective equity instruments are derecognised.

Nature of Reserve

Retained Earning represents that portion of the net income of the Company that has been retained by the Company. Note: The Board of Directors have recommended the payment of Final Dividend $ 1/- per share for the year 2022-23 (PY: $ 1 per Share). This proposed dividend is subject to the approval of Shareholders in the ensuing Annual General Meeting.

Notes: (i) Term Loan from Banks of $47,849.04 Lakhs (PY: $29,854.22 Lakhs) are secured by pari-passu first charge on moveable Fixed Assets of the Company and pari-passu second charge on the Current Assets of the Company.

(ii) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken as at the reporting date.

(iii) Registration, Modification and Satisfaction of charges relating to the year under review, had been filed with the ROC, within the prescribed time.

(iv) Refer to Note No. 53 for information about risk porfile of borrowings under Financial Risk Management.

Note: As per Section 115BAA of the Income Tax Act, 1961, the Company has an irrecoverable option of shifting to a lower tax rate (new tax regime) and simultaneously to forgo certain tax incentives, deductions and accumulated MAT Credit. In view of the overall tax benefits available under Section 115BAA, the Company had opted for shifting of new tax regime with effect from the AY 2021-22 (FY 2020-21). Consequently, the Company has charged off the accumulated MAT Credit entitlement of $ 3,273.11 Lakhs to Statement of Profit and Loss during the financial year 2021-22. The net deferred tax liability as at 01-04-2021 has been recomputed in accordance with reduced rate and thus reversed $ 1,133.82 Lakhs from deferred tax liability during the financial year 2021-22. The deferred tax provision of $ 549.33 Lakhs for the year ended 31-03-2022 is after netting-off this reversal.

Notes: (i) Short term Borrowings from banks (other than Current maturities of Long term Borrowings) of $ 18,563.71 Lakhs (PY : $ 19,967.83 Lakhs) are secured by way of first pari passu hypothecation charge on trade receivables and inventories of the Company, present and future.

(ii) Short term Borrowings from banks (other than Current maturities of Long term Borrowings) of $ 5,500 Lakhs (PY : NIL) are secured by way of sub-servient charge on the Current Assets of the Company.

(iii) The quarterly returns or statements Hied by the Company with the banks or financial institutions are in agreement with the books of accounts.

(iv) The Company has used the borrowings from banks for the specific purpose for which it was taken as at the reporting date.

(v) Refer to Note No. 53 for information about risk profile of borrowings under Financial Risk Management.

NOTE NO. 44

COMMITMENTS

($ in Lakhs)

Particulars

¦31-03-2023

31-03-2022

(i) Estimated amount of contracts remaining to be executed on capital

account and not provided for (net of capital advances)

7,310.51

30,001.04

(ii) Other Commitments

Liability on Letter of Credit opened for Capital Goods

408.63

12,469.65

Liability on Letter of Credit opened for Cotton / Spares

39.56

36.49

(iii). Export Promotion Scheme

(a) Export obligations (over and above base average export to be

maintained at $ 6,975.79 Lakhs per year) against the import licenses taken for import of capital goods under the Export Promotion on Capital Goods Scheme and Advance License Scheme for import of raw material.

38,915.85

26,789.56

(b) Duty amount involved under EPCG Scheme

6,485.97

4,464.93

(c) Duty amount involved under Advance License Scheme

1,492.86

2,050.91

Note: Company is availing benefit under EPCG Scheme for import of capital goods and spare parts against obligation to export value equivalent to six times of the duty saved. The export obligations under the EPCG Scheme are to be fulfilled on or before the financial year 2028-29. The Company is also importing cotton under Advance License Scheme against obligation to export the yarn / fabrics within 18 months from the date of license. The export obligation under the Advance License Scheme are to be fulfilled on or before 30th September, 2024.

NOTE NO. 45

CONTINGENT LIABILITIES

($ in Lakhs)

Particulars

¦31-03-2023

31-03-2022

Guarantees given by the bankers on behalf of company

355.19

247.32

Demands / Claims not acknowledged as Debts in respect of matters in appeals relating to -

Income Tax

NIL

82.49

Other demands

474.39

469.71

i. Income Tax Assessment have been completed upto the Accounting Year ended 31st March, 2021 i.e. AY 2021-22.

ii. Sales Tax / VAT Assessment has been completed upto the Accounting year 2016-17. The Assessment under CST Act was completed upto the Accounting year 2017-18.

iii. In respect of Electricity matters, Appeals / Writ petition are pending with TNERC / APTEL / High Court for various matters for which no provision has been made in the books of accounts to the extent of $ 474.39 Lakhs (PY: $ 469.71 Lakhs). In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on this matter.

Defined Benefit Plan - Gratuity

The Gratuity payable to employees is based on the employee''s service and last drawn salary at the time of leaving the services of the Company and is in accordance with the rules of the Company read with Payment of Gratuity Act, 1972. This is a defined benefit plan in nature. The Company makes annual contributions to "Rajapalayam Mills Limited Employees'' Gratuity Fund" administered by the Trustees and managed by LIC of India, based on the Actuarial Valuation by an Independent external actuary as at the Balance Sheet date using Projected Unit Credit method. The Company has the exposure of actuarial risk such as adverse salary growth, change in demography experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating the defined benefit obligation recognized within the Balance Sheet.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating the defined benefit obligation recognized within the Balance Sheet.

NOTE NO. 53

FINANCIAL RISK MANAGEMENT

The Board of Directors (BOD) has overall responsibility for the establishment and oversight of the Company''s risk management framework and thus established a risk management policy to identify and analyse the risk faced by the Company. Risk Management systems are reviewed by the BOD periodically to reflect changes in market conditions and the Company''s activities. The Company through its training and management standards and procedures develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit Committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the risk management framework. The Audit committee is assisted in the oversight role by Internal Audit. Internal Audit undertakes reviews of the risk management controls and procedures, the results of which are reported to the Audit Committee.

The Board of Directors regularly reviews these risks and approves the risk management policies, which covers the management of these risks:

Credit Risk

Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Company''s receivables, treasury operations and other operations that are in the nature of lease.

Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company extends credit to its customers in the normal course of business by considering the factors such as financial reliability of customers. The Company evaluates the concentration of the risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets. In case of Corporate / Export Customer, credit risks are mitigated by way of enforceable securities. However, unsecured credits are extended based on creditworthiness of the customers on case to case basis.

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the company and where there is a probability of default, the Company creates a provision based on Expected Credit Loss for trade receivables under simplified approach as below:

Financial Instruments and Cash deposits

Investments of surplus funds are made only with the approved counterparties. The Company is presently exposed to counter party risk relating to short term and medium term deposits placed with Banks. The Company places its cash equivalents based on the creditworthiness of the financial institutions.

Liquidity Risk

Liquidity Risks are those risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. In the management of liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the company''s operations and to mitigate the effects of fluctuations in cash flows.

Fund Management

Due to the dynamic nature of the underlying business, the Company aims at maintaining flexibility in funding by keeping both committed and uncommitted credit lines available. The Company has laid well defined policies and procedures facilitated by robust information system for timely and qualitative decision making by the management including its day to day operations.

Foreign Currency Risk

The Company''s exposure in USD and other foreign currency denominated transactions in connection with import of cotton, capital goods & spares, besides exports of finished goods and borrowings in foreign currency, gives rise to exchange rate fluctuation risk. The Company has following policies to mitigate this risk:

Decisions regarding borrowing in Foreign Currency and hedging thereof, (both interest and exchange rate risk) and the quantum of coverage is driven by the necessity to keep the cost comparable. Foreign Currency loans, imports and exports transactions are hedged by way of forward contracts / packing credit in foreign currency which acts as natural hedge against export receivable. The Company enters the above transactions, after taking into consideration the anticipated Foreign exchange inflows / outflows, timing of cash flows, tenure of the forward contract and prevailing Foreign exchange market conditions.

The Company uses derivative financial instruments viz. Foreign Exchange Forward Contracts exclusively for hedging currency risks that arise from imports / exports transactions. The Company measures the risk by forecasting foreign currency cash flows and manages its currency risks by appropriately hedging the transactions. When a forward contract is entered into for the purpose of being a hedge, the Company finalizes the terms of those forward contracts to match the terms of the hedged exposure i.e. receivables / payables / Firm Commitments. All identified exposures are managed as per the policy duly approved by the Board of Directors.

Cash flow and fair value interest rate risk

Interest rate risk arises from long term borrowings with variable rates which exposed the company to cash flow interest rate risk. The Company''s fixed rate borrowing are carried at amortized cost and therefore are not subject to interest rate risk as defined in Ind AS 107 since neither the carrying amount nor the future cash flows will fluctuate because of the change in market interest rates. The Company is exposed to the evolution of interest rates and credit markets for its future refinancing, which may result in a lower or higher cost of financing, which is mainly addressed through the management of the fixed / floating ratio of financial liabilities. The Company constantly monitors credit markets to strategize a well-balanced maturity profile in order to reduce both the risk of refinancing and large fluctuations of its financing cost. The Company believes that it can source funds for both short term and long term at a competitive rate considering its strong fundamentals on its financial position.

NOTE NO. 54

DISCLOSURE AS REQUIRED UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006: The categorization of supplier as MSME registered under the Act under new definition, has been determined based on the information available with the Company as at the reporting date. The Company has also considered suppliers as MSME who possess the erstwhile MSME certificate for the period upto the reporting date, for the purpose of categorization and disclosures. The disclosures as required under Micro, Small and Medium Enterprises Development Act, 2006:

e) Undisclosed Income

The Company did not have any transaction which are not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during any of the years.

f) Relationship with Struck off Companies

The Company did not have any transactions with Companies struck off under Section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956 considering the information available with the Company.

g) Details of Crypto Currency or Virtual Currency

The Company did not trade or invest in Crypto Currency or virtual currency during the financial year. Hence disclosure relating to it are not applicable.

h) The Company has neither advanced or loaned or invested, nor received any fund, to or from, any other persons or entities (intermediaries) with the understanding that the intermediary shall:

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Company or

ii) provide any guarantee, security or the like to or onbehalf of the ultimate beneficiaries.

Formula adopted for above Ratios:

(a) Current Ratio = Current Assets / (Total Current Liabilities - Security Deposits payable on Demand - Current maturities of Long Term Debt)

(b) Debt-Equity Ratio = Total Debt / Total Equity

(c) Debt Service Coverage Ratio = (EBITDA - Current Tax) / (Principal Repayment Gross Interest)

(d) Return on Equity Ratio = Total Comprehensive Income / Average Total Equity

(e) Inventory Turnover Ratio (Average Inventory days) = 365 / (Net Revenue / Average Inventories)

(f) Trade receivables Turnover Ratio (Average Receivables days) = 365 / (Net Revenue / Average Trade receivables)

(g) Trade Payables Turnover Ratio (Average Payable days) = 365 / (Net Revenue / Average Trade payables)

(h) Net Capital Turnover Ratio = (Inventory Turnover Ratio Trade receivables turnover ratio - Trade payables turnover ratio)

(i) Net Profit Ratio = Net Profit / Net Revenue

(j) Return on Capital employed = (Total Comprehensive Income Interest) / (Average of (Equity Total Debt))

(k) Return on Investment (Assets) = Total Comprehensive Income / Average Total Assets.

Inventory Turnover Ratio:

Raw material stock quantity increased due to additional volume of imported cotton and Raw material rate as on 31-03-2023 increased due to more volume of imported cotton / fluctuation in the Cotton price. Accumulation of finished goods and work-in-progress stock has also contributed for higher inventory turnover ratio.

Trade Receivable Turnover Ratio:

The Trade receivables as on 31-03-2023 has increased due to outstanding of invoices which are related to sale value of more value added yarn / fabric.

Net Capital Turnover Ratio:

Net Capital Turnover Ratio has increased due to increase in inventory turnover ratio and trade receivable turnover ratio.

Net Profit Ratio, Return on Capital Employed and Return on Investment Ratio :

Net profit for the previous financial year 2021-22 includes exceptional item viz. profit on sale of investment of $ 33.82 Crores, which resulted in higher Net Profit Ratio, Return on Capital Employed and Return on Investment Ratios during the previous financial year. The average value of assets has increased for the financial year 2022-23 due to implementation of fabric expansion and other modernisation; however there is no matching revenue / profit during the FY 2022-23 since the projects are expected to be commissioned during the FY 2023-24.

NOTE NO. 56

EXCEPTIONAL ITEMS

Profit on Sale of Property, Plant & Equipment and Investment Property

The Company has sold 14.49 Acres of Land located at Nelamangala Taluk, Bangalore for a sale consideration of $ 885.00 Lakhs and after adjusting the cost of acquisition of land & land development expenses of $ 81.20 Lakhs, the net profit on sale of land was $ 803.80 Lakhs (PY: NIL).

The Company has modernized the old textile machineries during FY 2022-23 and sold the old machineries for a sale consideration of $ 134.98 Lakhs. The WDV of old machineries was $ 196.29 Lakhs. The Company has incurred loss on sale of the above old machineries to the extent of $ 61.31 Lakhs (PY: $ 795.42 Lakhs).

The aggregate net profit of $ 742.49 Lakhs (PY Loss of $ 795.42 Lakhs) of above transactions is shown as an Exceptional Items in the Statement of Profit and Loss under the item "Profit on Sale of Property, Plant & Equipment and Investment Property".

NOTE NO. 58 CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the Shareholders'' wealth.

The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus Debt.

The increase in capital gearing ratio as at 31-03-2023 was due to availment of Long term loans for the Fabric expansion projects (Looms expansion and Fabric processing Unit) and additional Working Capital Borrowings due to higher cotton and yarn prices. The Capital Gearing Ratio is expected to come down in the forthcoming years, once the Fabric expansion of projects start generating revenue / profits.

There are no significant changes in the objectives, policies or processes for managing capital during the years ended 31-03-2023 and 31-03-2022.


Mar 31, 2018

NOTES TO SEPARATE FINANCIAL STATEMENTS

NOTE NO. 48

Disclosure of Fair value measurements

The fair values of financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to their short term maturities of these instruments.

Financial Instruments by category

(Rs. in Lakhs)

Particulars

Amortised Cost

FVTPL

FVTOCI

Carrying Amount

Fair Value

As at 31-03-2018

Financial Assets

Investments - Preference Shares

2,500.00

-

-

2,500.00

2,500.00

Other Investments

0.92

-

1.61

2.53

2.53

Loans and Advances

950.00

-

-

950.00

950.00

Trade Receivables

5,046.24

-

-

5,046.24

5,046.24

Cash and Bank Balances

190.76

-

-

190.76

190.76

Other Financial Assets

1,575.83

-

-

1,575.83

1,575.83

Financial Liabilities

Borrowings

23,928.82

-

-

23,928.82

23,928.82

Trade Payables

581.73

-

-

581.73

581.73

Other Financial Liabilities

-

-

-

-

-

As at 31-03-2017

Financial Assets

Investments - Preference Shares

2,500.00

-

-

2,500.00

2,500.00

Other Investments

1.03

-

0.60

1.63

1.63

Loans and Advances

950.00

-

-

950.00

950.00

Trade Receivables

4,337.29

-

-

4,337.29

4,337.29

Cash and Bank Balances

310.79

-

-

310.79

310.79

Other Financial Assets

1,651.30

-

-

1,651.30

1,651.30

Financial Liabilities

Borrowings

28,158.85

-

-

28,158.85

28,158.85

Trade Payables

956.47

-

-

956.47

956.47

Other Financial Liabilities

-

-

-

-

-

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by

valuation technique:

Level 1 : Quoted (Unadjusted) prices in active markets for identical assets or liabilities

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3 : Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The details of financial instruments that are measured at fair value on recurring basis are given below:

(Rs. in Lakhs)

Particulars

Level 1

Level 2

Level 3

Total

Financial Instruments at FVTOCI

Investments in listed equity securities

As at 31-03-2018

1.61

-

-

1.61

As at 31-03-2017

0.60

-

-

0.60

Investment in unlisted securities

As at 31-03-2018

-

-

0.92

0.92

As at 31-03-2017

-

-

1.03

1.03

Financial Instruments at FVTPL

Foreign exchange forward contracts

As at 31-03-2018 (Asset)

-

29.33

-

29.33

As at 31-03-2017 (Liability)

-

402.49

-

402.49

Valuation techniques used to determine the fair value

The significant inputs used in the fair value measurement categorized within the fair value hierarchy are given below:

Nature of Financial Instrument

Valuation Technique

Remarks

Investment in Listed securities

Market Value

Closing Price as at 31st March in Stock Exchange

Investment in Unlisted securities

At Book Value

Insignificant Value

Foreign exchange forward contracts

Mark to Market

Based on MTM valuations provided by the Banker

Financial Guarantee Obligation

Differential Interest Rate

Interest rates quote have been obtained from the Banker

NOTE NO. 49

Financial Risk Management

The Board of Directors (BOD) has overall responsibility for the establishment and oversight of the Company''s risk management framework and thus established a risk management policy to identify and analyse the risk faced by the Company. Risk Management systems are reviewed by the BOD periodically to reflect changes in market conditions and the Company''s activities. The Company through its training and management standards and procedures develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit Committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the risk management framework. The Audit committee is assisted in the oversight role by Internal Audit. Internal Audit undertakes reviews of the risk management controls and procedures, the results of which are reported to the Audit Committee.

The Company has the following financial risks:

Categories of Risk

Nature of Risk

Credit Risk

Receivables

Financial Instruments and Cash deposits

Liquidity Risk

Fund Management

Market Risk

Foreign Currency Risk

Cash flow and fair value interest rate risk

The Board of Directors regularly reviews these risks and approves the risk management policies, which covers the management of these risks:

Credit Risk

Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Company''s receivables, treasury operations and other operations that are in the nature of lease.

Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company extends credit to its customers in the normal course of business by considering the factors such as financial reliability of customers. The Company evaluates the concentration of the risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets. In case of Corporate / Export Customer, credit risks are mitigated by way of enforceable securities. However, unsecured credits are extended based on creditworthiness of the customers on case to case basis.

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the company and where there is a probability of default, the company creates a provision based on Expected Credit Loss for trade receivables under simplified approach as below:

(Rs. in Lakhs)

As at 31-03-2018

Due less than 45 days

46 to 90 days

91 to 180 days

More than 180 days

Total

Gross carrying amount

4,264.81

557.23

222.70

1.50

5,046.24

Expected Loss Rate

0%

0%

0%

0%

0%

Expected Credit Losses

0%

0%

0%

0%

0%

Carrying amount of trade receivables net of impairment

4,264.81

557.23

222.70

1.50

5,046.24

As at 31-03-2017

Due less than 45 days

46 to 90 days

91 to 180 days

More than 180 days

Total

Gross carrying amount

3,297.14

601.46

321.27

117.42

4,337.29

Expected Loss Rate

0%

0%

0%

0%

0%

Expected Credit Losses

0%

0%

0%

0%

0%

Carrying amount of trade receivables net of impairment

3,297.14

601.46

321.27

117.42

4,337.29

Financial Instruments and Cash deposits

Investments of surplus funds are made only with the approved counterparties. The Company is presently exposed to counter party risk relating to short term and medium term deposits placed with Banks. The Company places its cash equivalents based on the creditworthiness of the financial institutions.

Liquidity Risk

Liquidity Risks are those risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. In the management of liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the company''s operations and to mitigate the effects of fluctuations in cash flows. Due to the dynamic nature of the underlying business, the Company aims at maintaining flexibility in funding by keeping both committed and uncommitted credit lines available. The Company has laid well defined policies and procedures facilitated by robust information system for timely and qualitative decision making by the management including its day to day operations.

Financial arrangements

The Company has access to the following undrawn borrowing facilities:

(Rs. in Lakhs)

Particulars

31-03-2018

31-03-2017

Expiring within one year

Bank Overdraft and other facilities

10,583.00

9,305.00

Term Loans

960.00

699.49

Expiring beyond year

Term Loans

-

-

Maturities of Financial Liabilities

Nature of Financial Liability

< 1 Year

1 - 5 Years

> 5 years

Total

As at 31-3-2018

Borrowings from Banks

19,049.27

4,879.55

-

23,928.82

Trade payables

581.73

-

-

581.73

Other Financial Liabilities (Including Interest)

1,149.34

-

-

1,149.34

As at 31-3-2017

Borrowings from Banks

20,870.94

7,287.91

-

28,158.85

Trade payables

956.47

-

-

956.47

Other Financial Liabilities (Including Interest)

1,650.24

-

-

1,650.24

Foreign Currency Risk

The Company''s exposure in USD and other foreign currency denominated transactions in connection with import of cotton, capital goods & spares, besides exports of finished goods and borrowings in foreign currency, gives rise to exchange rate fluctuation risk. The Company has following policies to mitigate this risk:

Decisions regarding borrowing in Foreign Currency and hedging thereof, (both interest and exchange rate risk) and the quantum of coverage is driven by the necessity to keep the cost comparable. Foreign Currency loans, imports and exports transactions are hedged by way of forward contract after taking into consideration the anticipated Foreign exchange inflows/outflows, timing of cash flows, tenure of the forward contract and prevailing Foreign exchange market conditions.

The Company''s exposure to foreign currency risk (un-hedged) as detailed below:

Currency

Trade Payables

Trade and other Receivables

Balance with Banks

Foreign Currency Loan

USD in Millions

As at 31-03-2018

-

-

-

2.60

As at 31-03-2017

-

-

-

3.32

EURO in Millions

As at 31-03-2018

-

-

-

0.20

As at 31-03-2017

-

-

-

0.17

Risk sensitivity on foreign currency fluctuation

(Rs. in Lakhs)

Foreign Currency

31-03-2018

31-03-2017

1% Increase

1% increase

USD

(-) 16.94

(-) 21.63

EURO

(-) 1-70

(-) 1-19

Cash flow and fair value interest rate risk

Interest rate risk arises from long term borrowings with variable rates which exposed the company to cash flow interest rate risk. The Company''s fixed rate borrowing are carried at amortized cost and therefore are not subject to interest rate risk as defined in Ind AS 107 since neither the carrying amount nor the future cash flows will fluctuate because of the change in market interest rates. The Company is exposed to the evolution of interest rates and credit markets for its future refinancing, which may result in a lower or higher cost of financing, which is mainly addressed through the management of the fixed/floating ratio of financial liabilities. The Company constantly monitors credit markets to strategize a well-balanced maturity profile in order to reduce both the risk of refinancing and large fluctuations of its financing cost. The Company believes that it can source funds for both short term and long term at a competitive rate considering its strong fundamentals on its financial position.

Interest rate risk exposure

Particulars

31-03-2018

31-03-2017

Variable rate borrowings

23,928.82

28,158.85

Fixed rate borrowings

-

-

The Company does not have any interest rate swap contracts Sensitivity on Interest rate fluctuation

Incremental Interest Cost works out to

31-3-2018

31-3-2017

1% Increase in Interest Rate

239.29

281.59

NOTE NO. 50 Capital Management

For the purpose of the Company''s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the Shareholders'' wealth.

The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus debt.

(Rs. in Lakhs)

Particulars

31-03-2018

31-03-2017

Long Term Borrowings

4,879.55

7,287.91

Current maturities of Long Term borrowings

4,049.83

4,734.19

Short Term Borrowings

14,999.44

16,136.75

Less: Cash and Cash Equivalents

115.65

209.28

Net Debt

(A)

23,813.17

27,949.57

Equity Share Capital

737.62

737.62

Other Equity

26,492.98

23,946.14

Total Equity

(B)

27,230.60

24,683.76

Total Capital Employed

(C) = (A) (B)

51,043.77

52,633.33

Capital Gearing Ratio

(A) / (C)

47%

53%

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any interest-bearing loans/borrowing. The Company has been consistently focusing on reduction in long term borrowings. There are no significant changes in the objectives, policies or processes for managing capital during the years ended 31-03-2018 and 31-03-2017.

As per our report annexed

For N.A. JAYARAMAN & CO.

For SRSV & ASSOCIATES

Shri PR. VENKETRAMA RAJA

Chartered Accountants

Chartered Accountants

Chairman

Firm Registration No. 001310S

Firm Registration No. 015041S

Smt. R. SUDARSANAM

Managing Director

R. PALANIAPPAN

P. SANTHANAM

B. GNANAGURUSAMY

Proprietor, Membership No. 205112

Partner, Membership No. 018697

Chief Financial Officer

Rajapalaiyam,

A. ARULPRANAVAM

29th May, 2018.

Secretary


Mar 31, 2017

1. Corporate Information

Rajapalayam Mills Limited is a Public Limited Company domiciled and headquartered in India and incorporated under the provisions of Companies Act. The Registered office of the Company is located at Rajapalayam Mills Premises, P.A.C. Ramasamy Raja Salai, Rajapalayam - 626 117, Tamil Nadu, India. The Company’s shares are listed in BSE Limited.

The Company is principally engaged in manufacture of Yarn. The Company is also engaged in generation of electricity from its windmills for its captive consumption.

The financial statements of the Company for the year ended 31-03-2017 were approved and adopted by Board of Directors of the Company in their meeting dated 25-05-2017.

2. Basis of preparation and presentation of financial statements

(i) The financial statements for the period upto 31-03-2016 were prepared in accordance with Accounting Standards notified under section 133 of the Companies Act, 2013 read together with Rule 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP). Pursuant to the mandatory requirement for adoption of Indian Accounting Standards (Ind AS) as notified by Ministry of Corparate Affairs (MCA), the Company has prepared its financial statements for the year ended 31-03-2017 in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 as amended from time to time. The comparative figures in the financial statements with respect to the previous year have been restated in accordance with Ind AS requirements. While preparing these financials statements, the Company has first prepared its opening Balance sheet as at 01-04-2015, the date of transition to Ind AS.

(ii) The significant accounting policies used in preparing the financial statements are set out in Note No.5.

(iii) An asset is classified as current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle or held primarily for the purpose of trading or expected to be realised within 12 months after the reporting period or cash or cash equivalents unless restricted from being exchanged or used to settle a liability 12 months after the reporting period. All other assets are classified as non-current.

(iv) A liability is classified as current when it is expected to be settled in normal operating cycle or held primarily for the purpose of trading or due for settlement within 12 months after the reporting period or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

(v) The Company has considered its operating cycle to be 12 months for the purpose of Current or Non-current classification of assets and liabilities.

(vi) The financial statements are presented in Indian Rupees rounded to the nearest Lakhs with two decimals. The amount below the round off norm adopted by the Company is denoted as Rs.0.00 Lakhs.

3. First time adoption of Ind AS

The financial statements for the year ended 31-03-2017 are the first financial statements prepared in accordance with Ind AS. The Reconciliation and description of the effect of transition from previous GAAP to Ind AS on Equity, Statement of Profit and Loss are provided in Note Nos. 48. The Balance sheet as on the date of transition has been prepared in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards (Ind AS). All applicable Ind AS were applied consistently and retrospectively in preparation of the first Ind AS Financial Statements with certain mandatory exceptions and voluntary exemptions for the specific cases as provided under Ind AS 101.

Estimates

The estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP unless there is objective evidence that those estimates were in error. The Company has not made any changes to estimates made in accordance with previous GAAP.

a) The mandatory exceptions for retrospective application as provided under Ind AS 101 that are applicable to the Company are as below:

4. Basis of Measurement

The financial statements have been prepared on accrual basis under historical cost convention except for certain financial instruments (Refer Note 5.S - Accounting Policy for Financial Instruments) which are measured at fair value.

Capital Reserve

Represents the difference between the shares alloted to the Shareholders of Transferor Company and Net Worth acquired from Transferor Company as per scheme of Amalgamation.

Securities Premium Reserve

Represents excess of share subscription money reserved over par value of shares.

FVTOCI Reserve

Fair Value through Other Comprehensive Income Reserve represents the balance in equity for items to be accounted in Other Comprehensive Income (OCI). The Company has opted to recognise the changes in the fair value of certain investments in equity instruments and remeasurement of defined benefit obligations in OCI. The Company transfers amounts from this reserve to Retained Earnings in case of actuarial loss / gain and in case of fair value recognition of equity instrument, the same will be transferred when the respective equity instruments are derecognised.

General reserve

The general reserve is used from time to time to transfer profits from retained profits. There is no policy of regular transfer.

Retained earnings

Represents that portion of the net income of the Company that has been retained by the Company.

Terms and conditions of the above Financial Liabilities:

Trade payables are non-interest bearing and are normally settled on 10 to 30 days.

There are no dues to micro and small enterprises as at 31-03-2017 (PY: Rs. NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE NO. 5

CONTINGENT LIABILITIES

i. Income Tax Assessment have been completed upto the Accounting Year ended 31st March, 2014 i.e. AY 2014-15.

ii. Sales Tax Assessment has been completed upto the Accounting year 2006-07. The Assessment was also completed for the Accounting year 2014-15.

iii. In respect of Service Tax matters, appeals are pending with Appellate Authorities for a demand amount of Rs. 193.75 Lakhs (PY: Rs. 182.97 Lakhs) towards manpower recruitment or supply agency services, of which we have already deposited Rs. 11.21 Lakhs. In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on this matter.

iv. In respect of Electricity matters, Appeals / Writ petition are pending with TNERC / APTEL / High Court for various matters for which no provision has been made in the books of accounts to the extent of Rs. 429.48 Lakhs (PY: Rs. 477.08 Lakhs). In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on this matter.

NOTE NO. 6

As per Ind AS 19, the disclosures pertaining to “Employee Benefits” are given below:

NOTE NO. 7

RELATED PARTY TRANSACTIONS

Information on names of Related parties and nature of Relationship as required by Ind AS 24 on Related party disclosures for the year ended 31st March, 2017:

NOTE NO. 8

Disclosure of Fair value measurements

The fair values of financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value of cash and short-term deposits, trade and other short-term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to their short term maturities of these instruments.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 : Quoted (Unadjusted) prices in active markets for identical assets or liabilities.

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The details of financial instruments that are measured at fair value on recurring basis are given below:

NOTE NO. 9

Financial Risk Management

The Board of Directors (BOD) has overall responsibility for the establishment and oversight of the Company’s risk management framework and thus established a risk management policy to identify and analyse the risk faced by the Company. Risk Management systems are reviewed by the BOD periodically to reflect changes in market conditions and the Company’s activities. The Company through its training and management standards and procedures develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the risk management framework. The Audit committee is assisted in the oversight role by Internal Audit. Internal Audit undertakes reviews of the risk management controls and procedures, the results of which are reported to the Audit Committee.

The Board of Directors regularly reviews these risks and approves the risk management policies, which covers the management of these risks:

Credit Risk

Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Company’s receivables, treasury operations and other operations that are in the nature of lease.

Receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Company extends credit to its customers in the normal course of business by considering the factors such as financial reliability of customers. The Company evaluates the concentration of the risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets. In case of Corporate / Export Customer, credit risks are mitigated by way of enforceable securities. However, unsecured credits are extended based on creditworthiness of the customers on case to case basis.

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the company and where there is a probability of default, the company creates a provision based on Expected Credit Loss for trade receivables under simplified approach as below:

Financial Instruments and Cash deposits

Investments of surplus funds are made only with the approved counterparties. The Company is presently exposed to counter party risk relating to short term and medium term deposits placed with Banks. The Company places its cash equivalents based on the creditworthiness of the financial institutions.

Liquidity Risk

Liquidity Risks are those risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. In the management of liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the company’s operations and to mitigate the effects of fluctuations in cash flows. Due to the dynamic nature of the underlying business, the Company aims at maintaining flexibility in funding by keeping both committed and uncommitted credit lines available. The Company has laid well defined policies and procedures facilitated by robust information system for timely and qualitative decision making by the management including its day to day operations.

Foreign Currency Risk

The Company’s exposure in USD and other foreign currency denominated transactions in connection with import of cotton, capital goods & spares, besides exports of finished goods and borrowings in foreign currency, gives rise to exchange rate fluctuation risk. The Company has following policies to mitigate this risk:

Decisions regarding borrowing in Foreign Currency and hedging thereof, (both interest and exchange rate risk) and the quantum of coverage is driven by the necessity to keep the cost comparable. Foreign Currency loans, imports and exports transactions are hedged by way of forward contract after taking into consideration the anticipated Foreign exchange inflows/ outflows, timing of cash flows, tenure of the forward contract and prevailing Foreign exchange market conditions.

Cash flow and fair value interest rate risk

Interest rate risk arises from long term borrowings with variable rates which exposed the Company to cash flow interest rate risk. The Company’s fixed rate borrowing are carried at amortized cost and therefore are not subject to interest rate risk as defined in Ind AS 107 since neither the carrying amount nor the future cash flows will fluctuate because of the change in market interest rates. The Company is exposed to the evolution of interest rates and credit markets for its future refinancing, which may result in a lower or higher cost of financing, which is mainly addressed through the management of the fixed/floating ratio of financial liabilities. The Company constantly monitors credit markets to strategize a well-balanced maturity profile in order to reduce both the risk of refinancing and large fluctuations of its financing cost. The Company believes that it can source funds for both short term and long term at a competitive rate considering its strong fundamentals on its financial position.

NOTE NO. 10 Capital Management

For the purpose of the Company’s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximize the Shareholders’ wealth.

The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus debt.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any interest-bearing loans / borrowing. The Company has been consistently focusing on reduction in long term borrowings. There are no significant changes in the objectives, policies or processes for managing capital during the years ended 31-03-2017 and 31-03-2016.

NOTE NO. 11

Disclosures as Required by Ind AS 101 First Time Adoption of Indian Accounting Standards

Notes

In preparing these financial statements, the Company’s Opening Balance Sheet was prepared as at 01-04-2015, which is the Company’s date of transition to Ind AS. The following note explains the nature of adjustments made by the Company read with Note No. 3 in restating its previous GAAP Financial Statements including its Balance Sheet as at 01-04-2015 and the financial statements as at and for the year ended 31-03-2016. The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purpose of this disclosure.

A. Depreciation and Amortization Expense

Under previous GAAP, the carrying value of significant components of Property, Plant and Equipment which have completed their useful life, have been charged off against opening balance of General Reserves for the financial year 2015-16 as permitted by Schedule II to the Companies Act, 2013. However, under Ind AS, this has been taken through profit and loss for the year ended 31-03-2016 as it not a GAAP difference.

B. Investment Properties

Under previous GAAP as well as Ind AS, Investment Properties are required to be stated at cost net of accumulated depreciation and impairment loss, if any. Under previous GAAP, it was grouped under non-current investments whereas under Ind AS, the same is required to be disclosed as a separate line item in the Balance Sheet. Accordingly, investment properties are reclassified.

C. Investments

Under previous GAAP, long term equity instruments were measured at cost less provision for permanent diminution. Under Ind AS, in respect of investments in companies other than Associates, the Company is required to designate such investments necessarily at fair value. Therefore, the Company has designated such investments as FVTOCI Investments. At the date of transition to Ind AS, the excess /deficit of fair value of equity instruments over the previous GAAP carrying amount is recognised as fair value gain/loss, in the Other Comprehensive Income and transferred to FVTOCI Reserve, net of tax for the year ended 31-03-2016.

D. Financial Guarantee Contracts

The Company has issued Financial Guarantee to Banks for the loans availed by Associates and other related parties. Where guarantees in relation to loans are provided for no compensation, the fair values are accounted for as contributions and recognised as part of the cost of the investment if the loan is given to Assoicates, and recognized as Other expenses if the loan is given to other related parties. The carrying amount of financial guarantee obligation is recognized as other income over the tenure of the corporate guarantee.

E. Recognition & Measurement of Loans & Advances at Amortized Cost

Loans and advances comprise of loans given to employees at concessional interest rates and the said loans are recovered in agreed installments. Under previous GAAP, this has been measured at Transaction value. However, under Ind AS, when the said loans and advances carry interest below the market rate is required to be measured at fair value on initial recognition. The fair value is determined at the present value of EMI, discounted using the market interest rates for similar instruments. The difference between historical value and fair value of such loans and advances are classified under prepaid expenses.

Subsequent to initial recognition, the loans and advances are measured at amortized cost using the effective interest rate method with the carrying amount increased over the period upto the recovery of the loans and advances. The amount of increase in the carrying amount of loans and advances is recognized as ‘Interest Income’ and prepaid expenses are amortized over the tenure of loans and advances as ‘Employee cost’ or ‘Other Expenses’, as it may be appropriate.

F. Presentation of MAT Credit Entitlement as ‘Deferred Tax Assets’

Under previous GAAP, MAT credit entitlement was presented under the head ‘Loans and advances’ since there being a convincing evidence of realization of the asset. As per Ind AS 12 on Income Taxes, Deferred Tax Assets include the amounts of income taxes recoverable in future periods in respect of the carry forward of unused tax credits. Accordingly, MAT Credit Entitlement classified as Loans and Advances under previous GAAP, are netted off against Deferred Tax Liability under Ind AS.

G. Dividend

Under previous GAAP, dividends proposed by the Board of Directors are recognized as proposed dividend in the financial statements even though it is approved by the Shareholders in the AGM only after the Balance Sheet date. However, under Ind AS, dividend has to be recognized upon approval by the Shareholders in the Annual General Meeting. Accordingly, Proposed Dividend (including Dividend Distribution Tax recognized as liability in the financial year 2014-15 as per previous GAAP has been reversed with corresponding credit to Equity as at the date of transition i.e. 01-04-2015 and recognized in the Equity during the year ended 31-03-2016 as declared and paid.

H. Transaction cost on Borrowings

Under previous GAAP, transaction costs (loan processing fees) incurred in connection with borrowings is charged to profit or loss upfront. Under Ind AS, transaction cost is to be included in the initial recognition and charged to profit or loss using the effective interest method. Accordingly, transaction cost on borrowings is reversed to Equity, for the loans outstanding as at 01-04-2015 and additional interest expense is recognized in the Opening Equity for the period upto 01-04-2015, using Effective Interest Rate method (EIR). For the year ended 31-03-2016, the Company has reversed the transaction cost pertaining to the Borrowings availed during the year 2015-16 and the additional Interest impact computed using EIR method is recognized as Finance cost.

I. Recognition and Measurement of Forward Contracts on Mark To Market (MTM)

Under previous GAAP, in respect of forward contracts, the difference between the forward rate and the exchange rate at the inception of the forward exchange contract is recognized as income/expenses over the tenure of such contract. Under Ind AS, the fair value of forward foreign exchange contracts has to be recognized. Accordingly, the assets and liabilities related to forward contracts recognized under previous GAAP are reversed and Mark to Market (MTM) gain / loss is recognized as other expenses in the Statement of Profit and Loss.

J. Deferred Tax

Deferred tax is accounted using income statement approach by computing the differences between taxable profits and accounting profits for the period under previous GAAP. As per Ind AS 12, the deferred tax is to be computed using the balance sheet approach, which is based on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. Deferred tax adjustments are recognized either in retained earnings or a separate component of equity.

K. Defined Benefit Plan

Under previous GAAP, actuarial gains and losses are charged to profit or loss. Under Ind AS re-measurements of net defined benefit asset/liability comprising of actuarial gains or losses are arising from experience adjustments and changes in actuarial assumption are charged/credited to other comprehensive income. There is no impact on the total equity as at 31-03-2016. However for the period upto the date of transition, the Company has transferred all re-measurement costs recognized in the past periods within accumulated profits or loss (a component of equity), in accordance with provisions of Para 122 of Ind AS 19.

L. Other Comprehensive Income (OCI)

This is a new classification under Ind AS. Any income or expense that are not required to be recognized in profit or loss are shown under a new category namely OCI in the Statement of Profit and Loss. Expenes of such items are re-measurements of defined benefit plans, gains and losses from investments in equity instruments designated at fair value through other comprehensive income, gains and losses on financial assets measured at fair value through other comprehensive income, gain or loss on financial instruments that qualify for hedge accounting, changes in revaluation surplus and gains and losses arising from translating the financial statements of a foreign operation.

NOTE NO. 12

Details of Specified Bank Notes (‘SBN’) held and transacted during the period 08-11-2016 to 30-12-2016

As per the amendments notified on 30-03-2017 to Ind AS Schedule III, Clause K of Note 6 to General Instructions for Preparation of Balance Sheet, the details of Specified Bank Notes (‘SBN’) held and transacted during the period 08-11-2016 to 30-12-2016 is given in the below table:


Mar 31, 2016

3. Sales Tax Assessment upto year ended 31st March, 2007 has been completed.

4. In respect of Service Tax matters, appeals are pending with Appellate Authorities for a demand amount of Rs. 182.97 Lakhs (PY: Rs. 172.15 Lakhs) towards manpower recruitment or supply agency services, of which we have already deposited Rs. 11.21 Lakhs and disclosed under Other Current Assets. In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on this matter.

5. Income Tax Assessment have been completed upto the Accounting Year ended 31st March, 2013 i.e. AY 2013-14.

6. In respect of Electricity matters, Appeals / Writ petition are pending with TNERC / APTEL / High Court for various matters for which no provision has been made in the books of accounts to the extent of Rs. 477.08 Lakhs (PY: Rs. 434.18 Lakhs). In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on the this matter.

7. Income Tax department has filed an appeal before the Hon''ble Supreme Court / High Court against the order of the High Court / ITAT in the matter of Replacement Expenditure allowed in favour of the Company in previous years. The Hon''ble Supreme Court / High Court had remanded the mater back to the Commissioner of Income Tax / Assessing Authorities to consider the matter afresh. On these issues there is no pending demand from the department. However the Company has made a provision of Rs. 107.57 Lakhs towards Income Tax in the financial year 2015-16 and the same is included in "Income Tax expenses relating to earlier years".

The amount of interest, if any that would be payable on account of above issues cannot be currently ascertained considering various legal options available to the Company and hence no provision has been made for the same.

10. Company''s shares are listed in BSE Limited, for which listing fee for the year 2016-17 has been paid.

11. There are no dues to micro and small enterprises as at 31-03-2016 (PY: Rs. NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

12. The unadjusted units generated from the Windmills as on 31-03-2016 are 5.87 Lakhs KWH (PY: 18.44 Lakhs KWH) and its monetary value of Rs. 39.11 Lakhs (PY: Rs. 122.93 Lakhs) has been included in Other Current Assets, which will be adjusted in the forthcoming months.

13. The premium on forward exchange contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract. During the current year Rs. 14.96 Lakhs (PY: Rs. 33.66 Lakhs) has been amortized and the same is included in Finance Costs.

14. a) Pursuant to the Schedule II of the Companies Act, 2013 the Company has componentized its fixed assets based on technical advice and separately assessed the useful life of the significant components, forming part of the main asset. Consequently, the depreciation for the year ended 31-03-2016 is higher by Rs. 326.69 Lakhs. The Company has opted to adjust the carrying value of the significant component of Rs. 54.64 Lakhs to the General Reserves as per the transitional provisions of the said Act. The deferred tax impact of Rs. 18.58 Lakhs on the said transitional adjustment is credited to the General Reserves.

b) During last year, pursuant to implementation of Schedule II of the Companies Act, 2013 with effect from 01-04-2014, the Company has calculated the depreciation on all the assets under Straight Line Method based on the useful life prescribed under the said schedule. Accordingly, during the financial year 2014-15, the value of assets whose useful life is exhausted as on 01-04-2014, as per the new Act, amounting to Rs. 121.65 Lakhs had been charged off to the General Reserves. The deferred tax impact of Rs. 41.35 Lakhs on the said transitional adjustment is credited to the General Reserves.


Mar 31, 2015

(Rs. in Lakhs)

As at As at 31-03-2015 31-03-2014

OTHER DISCLOSURES

1. Contingent Liabilities

Liability on guarantees given to the Bankers (Refer to Item No. 20(i) of this Note) 47,109 46,428 Of which, actual loan amount outstanding as at the end of the year 19,383 23,592

2. Commitments

(i) Estimated amount of contracts remaining to be executed on capital account not provided 356 1,946

(ii) Other Commitments

Liability on Letter of Credit opened for Capital Goods 73 299

Liability on Letter of Credit opened for Others NIL 170

3. Sales Tax Assessment upto year ended 31st March, 2007 has been completed.

4. In respect of Service Tax matters, appeals are pending with Appellate Authorities for a demand amount of Rs. 172.15 Lakhs (PY: Rs. 153.02 Lakhs) towards manpower recruitment or supply agency services, of which we have already deposited Rs. 11.21 Lakhs.

5. Income Tax Assessment have been completed upto the Accounting Year ended 31st March, 2012 i.e. AY 2012-13. The Company has preferred Appeals before Appellate Authorities in respect of various disallowances and wrong demands raised without considering the taxes already paid by the Company. These appeals are pending and as against the tax demand of Rs. 92.95 Lakhs (PY Rs. 4.15 Lakhs), the Company has already paid an amount of Rs. 85.47 Lakhs, which was not considered by the Department, while raising the demand.

6. In respect of Electricity matters, Appeals / Writ petition are pending with TNERC / APTEL / High Court for various matters for which no provision has been made in the books of accounts to the extent of Rs. 434.18 Lakhs (PY: Rs. 428.50 Lakhs).

7. Income Tax department has filed an appeal before the Hon'ble Supreme Court / High Court against the order of the High Court / ITAT in the matter of Replacement Expenditure allowed in favour of the Company in previous years. The Hon'ble Supreme Court / High Court had remanded the matter back to the Commissioner of Income Tax / Assessing Authorities to consider the matter a fresh. On these issues there was no pending demand from the department. The Tax amount involved in these litigations is Rs. 156.19 Lakhs.

In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on the above matters mentioned in point no. 4 to 7 above.

8. An amount of Rs.868.58 Lakhs was outstanding at the beginning of the year towards Deposits accepted from public under the erstwhile Companies Act,1956. The Company has availed the option provided under Section 74 of the New Companies Act, 2013 to repay all the above deposits by complying with the formalities required in this regard. Accordingly, during the year 2014-15, the Company has repaid all the deposits.

9. Company's shares are listed in Bombay Stock Exchange Limited, for which listing fee for the year 2015-16 has been paid.

10. There are no dues to micro and small enterprises as at 31-03-2015 (PY: Rs. NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

11. The unadjusted units generated from the Windmills as on 31-03-2015 are 18.44 Lakhs KWH (PY 24.35 Lakhs KWH) and its monetary value of Rs. 122.93 Lakhs (PY: Rs. 140.63 Lakhs) has been included in Other Current Assets, which will be adjusted in the forthcoming months.

12. The premium on forward exchange contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract. During the current year Rs. 33.66 Lakhs (PY: Rs.64.32 Lakhs) has been amortized and the same is included in Finance Costs.

13. Till 31-03-2014, the Company had followed Straight Line / Written down value method of depreciation for various categories of Fixed Assets in accordance with rates specified under Schedule XIV of the Companies Act, 1956 prevailing at the time of acquisition of assets. Pursuant to implementation of Schedule II of the Companies Act, 2013 with effect from 01-04-2014, the Company has calculated the depreciation on all the assets under Straight Line Method. Accordingly:-

a) The value of assets whose useful life is exhausted as on 01-04-2014, as per the new Act, amounting to Rs. 121.65 Lakhs had been credited to the Depreciation Reserves. A sum of Rs. 80.30 Lakhs (net of Deferred Tax of Rs. 41.35 Lakhs) corresponding to the above has been adjusted in General Reserve.

b) The depreciation provided for the year ended 31-03-2015 is lower by Rs. 740 Lakhs when compared to the calculation of depreciation under the Companies Act, 1956.

14. The Company on 25-04-2014 has completed the sale of Assets and Liabilities of Rajapalayam Mills Subramaniapuram Unit in accordance with the Special Resolution passed by the Shareholders through postal ballot on 31-03-2014. Accordingly Assets relating to this Unit having WDV of Rs. 2,311.89 Lakhs [Gross Value of Rs. 3,888.53 Lakhs and depreciation withdrawn of Rs. 1,576.64 Lakhs] have been sold for Rs. 3,331.00 Lakhs and the profit of Rs. 1,019.11 Lakhs have been shown as an Exceptional Item in the Statement of Profit and Loss.

The Company has received an amount of Rs. 1,116.33 Lakhs towards the above sales consideration and balance amount has been settled by way of transfer of Term Loan and unsecured loan to the extent of Rs. 2,214.67 Lakhs.


Mar 31, 2014

(Rs. in Lakhs) As at As at 31-03-2014 31-03-2014 OTHER DISCLOSURES

1. Contingent Liabilities Liability on guarantees given to the Bankers [Refer to Note No.26 (20(i))] 46,428 51,208 Of which, actual loan amount outstanding as at the end of the year 23,592 29,925

2. Commitments

(i) Estimated amount of contracts remaining to be executed on capital account not provided 1,946 2,993

(ii) Other Commitments Liability on Letter of Credit opened for Capital Goods 299 219 Liability on Letter of Credit opened for Others 170 58

3. Sales Tax Assessment upto year ended 31st March, 2007 has been completed.

4. In respect of Service Tax matters, appeals are pending with Appellate Authorities for a demand amount of Rs. 153.02 Lakhs (PY: Rs. 118.90 Lakhs) towards manpower recruitment or supply agency services.

5. In respect of Income Tax matter, appeals are pending with Appellate Authorities for a demand amount of Rs. 4.15 Lakhs (PY: Rs. 4.15 Lakhs) towards Book Profit payable on the disallowance made U/s. 14A of the Income Tax Act, 1961.

6. In respect of Electricity matters, Appeals / Writ petition are pending with TNERC / APTEL / High Court for various matters for which no provision has been made in the books of accounts to the extent of Rs. 428.50 Lakhs.

In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability on the above matters mentioned in point no. 4 to 6 above.

7. Details of Loans from Directors under "Loan from Related Parties" are:-

Name Closing Balance as on Interest Paid 31-03-2014 31-03-2013 2013-14 2012-13

Shri P.R. Ramasubrahmaneya Rajha 1,087.79 - 101.43 - Smt. R. Sudarsanam 90.92 35.42 9.73 1.22

8. Auditors'' remuneration (excluding Service Tax) & expenses: 2013-14 2012-13 A. Statutory Auditors a. As Auditors - Fees 2.50 2.50 - Expenses reimbursed 1.94 1.45 b. In other Capacities - Tax Audit Fees 0.40 0.30 c. Certification Work - Fees 1.36 0.81 6.20 5.06

B. Cost Auditors As Auditors 1.10 0.75 7.30 5.81

9. Company''s shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited, for which listing fee for the year 2014-15 has been paid.

10. There are no dues to micro and small enterprises as at 31-03-2014 (PY: Rs.NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

11. The unadjusted units generated from the Windmills as on 31-03-2014 are 24.35 Lakhs KWH (PY: 25.31 Lakhs KWH) and its monetary value of Rs. 140.63 Lakhs (PY: Rs. 92.55 Lakhs) has been included in Other Current Assets, which will be adjusted in the forthcoming months.

12. The premium on forward exchange contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract. During the current year Rs. 64.32 Lakhs (PY: Rs.51.02 Lakhs) has been amortized and the same is included in Finance Costs.

13. Fixed Deposit accepted by the Company under Section 58A of the Companies Act,1956 from public will be repaid on or before 31-03-2015 irrespective of their actual maturity date in accordance with Section 74 of the Companies Act, 2013. Hence all the deposits outstanding as on 31-03-2014 has been classified under "Short Term Borrowings" under Note No.6.

14. As per Accounting Standard - 15 (Employee Benefits), the disclosures of employee benefits as defined in the Accounting Standard are given below:

(Rs. in Lakhs) 2013-14 2012-13

Defined Contribution Plan:

Employer''s Contribution to Provident Fund 254.61 211.10 Employer''s Contribution to Superannuation Fund 19.63 16.52

Details of the Post Retirement Gratuity Plan (Funded) are as follows:

Reconciliation of opening and closing balances of defined benefit plan

Defined Benefit Obligation as on 01-04-2013 505.95 465.42

Addition on Amalgamation [Refer to Note No.26(17)] 13.46 -

Current Service Cost 43.54 38.79

Interest Cost 39.89 37.72

Actuarial (gain) / loss 7.34 17.60

Benefits paid (-)77.65 (-)53.58

Defined Benefit obligation as on 31-03-2014 532.53 505.95

Reconciliation of opening and closing balances of fair value of plan assets:

Fair value of plan assets as on 01-04-2013 491.15 428.68

Addition on Amalgamation [Refer to Note No.26(17)] 9.56 -

Expected return on plan assets 43.82 40.70

Actuarial gain / (loss) (-) 2.73 (-) 0.88

Employer Contribution 18.70 76.23

Benefits paid (-) 77.65 (-) 53.58

Fair value of plan assets as on 31-03-2014 482.85 491.15

Actual Return of plan assets:

Expected return of plan assets 43.82 40.70

Actuarial gain / (loss) on plan assets (-) 2.73 (-) 0.88

Actual return on plan assets 41.09 39.82

Reconciliation of fair value of assets and obligations:

Fair value of plan assets 482.85 491.15

Present value of obligation 532.53 505.95

Difference 49.68 14.80

Unrecognized transitional liability NIL NIL

Amount recognized in Balance Sheet 49.68 14.80

Expense recognized during the year:

Current Service Cost 43.54 38.79

Interest Cost 39.89 37.72

Expected return on plan assets (-) 43.82 (-) 40.70

Actuarial (gain) / loss 10.07 18.48

Past service cost-non-vested benefits NIL NIL

Past service cost-vested benefits NIL NIL

Net Cost 49.68 54.29

Investment Details:

GOI Securities 0.35% 0.49%

State Government Securities NIL NIL

High Quality Corporate Bonds NIL NIL

Funds with LIC 99.12% 99.24%

Bank balance 0.42% 0.17%

Others 0.11% 0.10%

Total 100.00% 100.00%

Actuarial assumptions:

Indian Assured Lives (2006-08) Ultimate Table applied for Service Mortality rate YES YES

Discount rate p.a 9.10% 8.30%

Expected rate of return on plan assets p.a 9.30% 9.30%

Rate of escalation in salary p.a 3.00% 3.00%

Details of Leave Encashment Plan (Unfunded) are as follows:

Reconciliation of opening and closing balances of Obligation:

Defined Benefit Obligation as on 01-04-2013 152.68 138.46

Addition on Amalgamation [Refer to Note No.26(17)] 6.18 -

Current Service Cost 19.07 16.65

Interest Cost 11.74 10.47

Actuarial (gain) / loss 23.84 20.52

Benefits paid (-) 34.88 (-) 33.42 Defined Benefit obligation as on 31-03-2014 178.63 152.68

Reconciliation of opening and closing balances of fair value of plan assets:

Fair value of plan assets as on 01-04-2013 NIL NIL

Expected return on plan assets NIL NIL

Actuarial gain / (loss) NIL NIL

Employer Contribution 34.88 33.42

Benefits paid (-) 34.88 (-) 33.42

Fair value of plan assets as on 31-03-2014 NIL NIL

Actual Return of plan assets:

Expected return of plan assets NIL NIL Actuarial gain / (loss) on plan assets NIL NIL Actual return on plan assets NIL NIL

Reconciliation of fair value of assets and obligations:

Fair value of plan assets NIL NIL Present value of obligation 178.63 152.68 Difference 178.63 152.68

Unrecognized past service cost non vested benefits NIL NIL Amount recognized in Balance Sheet 178.63 152.68

Expense recognized during the year:

Current Service Cost 19.07 16.65 Interest Cost 11.74 10.47 Expected return on plan assets NIL NIL Actuarial (gain) / loss 23.84 20.52 Past service cost-non-vested benefits NIL NIL Past service cost-vested benefits NIL NIL Net Cost 54.65 47.64

Investment Details as on 31-03-2014:

GOI Securities NIL NIL

State Government Securities NIL NIL

High Quality Corporate Bonds NIL NIL

Funds with LIC NIL NIL

Bank balance NIL NIL

Others NIL NIL

Total NIL NIL

Actuarial assumptions:

Indian Assured Lives (2006-08) Ultimate Table applied for Service Mortality rate YES YES

Discount rate p.a 9.10% 8.30%

Expected rate of return on plan assets p.a NIL NIL Rate of escalation in salary p.a 3.00% 3.00%

15. Earnings per Share Particulars 2013-14 2012-13

Net Profit after Tax - Rs. in Lakhs (A) 2,658.55 2,377.13 Number of Equity Shares - In Lakhs (B) 73.76 73.76 Basic & Diluted earnings per share for Rs.10/- each - In Rupees (A)/(B) 36.04 32.23

16. Amalgamation

The Board of Directors approved the scheme of amalgamation of Rajapalayam Spinners Limited (RSL), a wholly owned subsidiary with the Company on 28-05-2012. The scheme of amalgamation has been filed with Honorable High Court, Madras and it was admitted by the Court in CP No. 71/2013. In terms of the scheme, the appointed date is 01-04-2012.

Pursuant to the scheme of amalgamation (''the scheme'') of the erstwhile RSL with the Company under sections 391 to 394 of the Companies Act,1956 sanctioned by the Honorable High Court of Madras on 13-06-2013, the assets and liabilities of the erstwhile RSL were transferred to and vested in the Company. Accordingly, the scheme has been given effect to in these accounts.

The amalgamation has been accounted for under the "pooling of interests" method as prescribed by AS - 14 ''Accounting for Amalgamations''. Accordingly, the accounting treatment has been given as under-

(i) The Assets, Liabilities and debit balance in the Profit and Loss account of RSL as at 1st April, 2012 have been incorporated at their book values in the financial statements of the Company.

(ii) 60,00,000 Equity Shares of Rs.10/- each, fully paid up of RSL and investments in such Equity Shares held by the Company of Rs. 526.91 Lakhs stands cancelled.

(iii) The accounts of RSL for the year ended 31st March, 2013 were finalized as a separate entity. The Net Loss after tax amounting to Rs. 159.54 Lakhs of RSL for the financial year 2012-13, has been adjusted in the balance in Profit and Loss account of the Company.

Consequently, the financial statements for the year ended 31st March, 2014 include the operations of RSL.

17. Discontinuing Operations

The Company has decided to discontinue the operations of Tissue Culture division w.e.f. January, 2013 in order to concentrate on its core business viz. Textiles. The Tissue Cultural division was contributing only 1% of the Company''s revenue.

Following are the details of the Discontinuing Operations: (Rs. in Lakhs) Particulars 2013-14 2012-13

Total Assets 231.73 354.40 Total Liabilities 0.15 4.91 Total Revenue 18.43 170.54 Total Expenses - 522.57 Profit / (Loss) for the year (Before Tax) 18.43 (352.03)

During the year, the fixed assets (other than land & building) held for sale related to the above division have been disposed off fully and there was a profit on sale of these assets to the extent of Rs.18.43 Lakhs, which are credited in the "Profit on Sale of Assets" under note No.19.

Fixed assets having written down value of Rs. 9.04 Lakhs (Cost Rs. 46.50 Lakhs and accumulated Depreciation Rs. 37.46 Lakhs) related to the above division have been transferred to other Units of the Company and included in Fixed Assets under Note No.9.

The net cash flows attributable to the discounting operations are as follows:

Net Cash Flow from 2013-14 2012-13 Operating Activities - 67.63 Investing Activities 115.54 162.56 Financing Activities (122.02) (245.90)

18. During the year, the Company made an investment of Rs. 4.37 Lakhs in the Equity Shares of M/s. A.R.S. Metals Private Limited in order to enable the Company to purchase electricity from them under Group Captive arrangement for the period from October, 2013 to March, 2014. The Company has not renewed the power purchase agreement beyond March, 2014 and hence sold the above investment for Rs. 4.37 Lakhs during March, 2014.

19. Related Party Transactions

As per Accounting Standard-18 (Related Party Disclosures) issued by the Institute of Chartered Accountants of India, the Company''s related parties are given below:

Key Managerial Personnel

Shri P.R. Ramasubrahmaneya Rajha, Chairman Smt. R. Sudarsanam, Managing Director Shri V. Gurusamy, Company Secretary

Relatives of Key Managerial Personnel

Shri P.R. Venketrama Raja, Director, son of Shri P.R. Ramasubrahmaneya Rajha Smt. Saradha Deepa, daughter of Shri P.R. Ramasubrahmaneya Rajha

Enterprises over which the above persons exercise significant influences and with which the Company had transactions during the year:

(i) Companies:

M/s. The Ramco Cements Limited

M/s. Sri Vishnu Shankar Mill Limited

M/s. The Ramaraju Surgical Cotton Mills Limited

M/s. Thanjavur Spinning Mill Limited

M/s. Ramco Industries Limited

M/s. Ramco Systems Limited

M/s. Sandhya Spinning Mill Limited

M/s. Sri Harini Textiles Limited

M/s. Ramco Management Private Limited

M/s. RCDC Securities & Investments Private Limited

M/s. Shri Harini Media Limited

M/s. Madras Chip Board Limited

M/s. Ramco Wind Farms Limited

M/s. Rajapalayam Spinners Limited [Refer to Note No.26(17)]

(erstwhile Subsidiary Company now Amalgamated)

(ii) Public Trusts

Smt. Lingammal Ramaraju Shastra Prathishta Trust P.A.C.R. Sethurammal Charity Trust P.A.C.R. Sethurammal Charities


Mar 31, 2013

1. Sales Tax Assessment upto year ended 31st March, 2007 has been completed.

2. In respect of Service Tax matters, appeals are pending with Appellate Authorities for a demand amount of Rs.118.90 Lakhs (PY: Rs.127.40 Lakhs) towards manpower recruitment or supply agency services. In respect of Income Tax matter, appeals are pending with Appellate Authorities for a demand amount of Rs.4.15 Lakhs (PY: Rs. NIL) towards Book Profit payable on the disallowance made U/s. 14A of the Income Tax Act,1961. In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability.

3. An amount of Rs. 110.97 Lakhs (PY: Rs. NIL) considered as MAT Credit in earlier years has now been reversed based on conservative estimates and adjusted against Current Year''s MAT Credit entitlement.

4. Contribution to Gratuity Fund includes an amount of Rs. NIL (PY: Rs.25.09 Lakhs) related to past service transitional liability in accordance with Accounting Standard-15 (Employee Benefits).

5. Company''s shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited, for which listing fee for the year 2013-14 has been paid.

6. There are no dues to micro and small enterprises as at 31 -03-2013 (PY: Rs.NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. The unadjusted units generated from the Windmills as on 31-03-2013 are 25.31 Lakhs KWH (PY: 16.96 Lakhs KWH) and its monetary value of Rs. 92.55 Lakhs (PY: Rs. 68.63 Lakhs) has been included in Other Current Assets.

8. The premium on forward exchange contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract. During the current year Rs. 51.02 Lakhs (PY: Rs.85.48 Lakhs) has been amortized and the same is included in Finance Costs.

9. An amount of Rs.0.27 Lakhs (PY: Rs. NIL) have been written off as there is permanent diminution in the value of Investments and has been charged to Statement of Profit and Loss under the Other Expenses.

10. The value of power generated from windmills and adjusted against own consumption at the Mills (captive consumption) of Rs.3,605.22 Lakhs (PY: Rs.2,230.28 Lakhs) have been set-off against cost of "Power and Fuel". The value of unadjusted units available of Rs.48.75 Lakhs as on 31-03-2013 (PY: Rs.26.64 Lakhs) and sold to the Electricity Board are shown under Income from Wind Mills. In the previous year all the above amount have been classified under Income from Wind Mills.

11. Amalgamation

The Board of Directors approved the scheme of amalgamation of Rajapalayam Spinners Limited, a wholly owned subsidiary with the Company on 28-05-2012. The scheme of amalgamation has been filed with Hon''ble High Court, Madras and it was admitted by the Court in CP No. 71/2013. In terms of the scheme, the appointed date is 01-04-2012. Pending approval by the Hon''ble High Court, no effect of the above mentioned proposed amalgamation schemes have been recognized in these financial statements.

12. Discontinuing Operations

The Company has decided to discontinue the operations of Tissue Culture division w.e.f. January, 2013 in order to concentrate on its core business viz. Textiles. The Tissue Culture division contributes only 1% of the Company''s revenue. The Company is in the process of selling all the assets of this division. The Tissue Culture division is being reported as a separate Segment "Tissue Culture" under Item No. 16 of Note No.26.

The Company has initiated the process of selling the machineries, electrical equipments, Furniture etc. of Tissue Culture Division. The Company has written down these assets to the net realizable value of Rs.100.04 Lakhs and recognised an impairment loss of Rs. 17.75 Lakhs, which is included in "Other Expenses" in the Statement of Profit and Loss. These assets have been disclosed separately as "Fixed assets pertaining to discontinuing operations held for sale" on the face of the Balance Sheet. The remaining assets (other than machineries, Electrical items etc.,) viz., land and building attributable to discontinuing operations has been classified as "Non-current Investments" under Note No.10. Though the discontinuance of Tissue Culture division is effective from January, 2013, amounts relating to Discontinuing Operations have been restated for the previous year also in order to make the amounts comparable.

13. Related Party Transactions

As per Accounting Standard-18 (Related Party Disclosures) issued by the Institute of Chartered Accountants of India, the Company''s related parties are given below:

a. Key Management Personnel & Relatives

Shri PR. Ramasubrahmaneya Rajha, Chairman Smt. R. Sudarsanam, Managing Director Shri PR. Venketrama Raja, Director

The Company''s transactions with the above persons are furnished in Item No. 6 of Note No. 26 above.

b. Enterprises over which the above persons exercise significant influences and with which the Company had transactions during the year:

M/s. Madras Cements Limited

M/s. Sri Vishnu Shankar Mill Limited

M/s. The Ramaraju Surgical Cotton Mills Limited

M/s. Thanjavur Spinning Mill Limited

M/s. Ramco Industries Limited

M/s. Ramco Systems Limited

M/s. Sandhya Spinning Mill Limited

M/s. Sri Harini Textiles Limited

c. Subsidiary Company

M/s. Rajapalayam Spinners Limited

14. Previous year figures have been regrouped / restated wherever necessary to make them comparable with the current year''s figures.

15. Figures have been rounded off to Lakhs with two decimals.


Mar 31, 2012

A. Issued, Subscribed and fully Paid-up Shares includes 62,13,850 Equity Shares (PY: 27,01,270 Equity Shares) of Rs. 10/- each were allotted as fully paid Bonus Shares by Capitalisation of Reserves.

c. Rights / Restrictions attached to Equity Shares

1. There are no special rights attached to equity shares other than those specified under provisions of various Acts.

2. The preferential allotment of 3,51,000 equity shares made on 25-11-2011 are subject to a lock-in period of three years from the date of allotment.

a) Term Loan from Banks are secured by pari-passu charge on the fixed assets of the Company and a second charge on the current assets of the Company. (Rs. in Lakhs)

As at As at

NOTE NO. 1 31-03-2012 31-03-2011

OTHER DISCLOSURES

1. Contingent Liabilities

(i) Liability on guarantees given by the Bankers 29 36

(ii) Liability on guarantees given to the Bankers 59,394 61,399

2. Commitments

(i) Estimated amount of contracts remaining to be executed on capital account not provided 1,697 1,720

(ii) Other Commitments

Liability on Letter of Credit opened for Capital Goods - 833

Liability on Letter of Credit opened for Others 94 396

3. Sales Tax Assessment upto year ended 31st March, 2002 has been completed.

4. In respect of Service Tax matters, appeals are pending with Appellate Authorities for a demand amount of Rs. 127.40 Lakhs (PY: NIL) towards manpower recruitment or supply agency services. In view of the various case laws decided in favour of the Company and in the opinion of the management, there may not be any tax liability.

5. Contribution to Gratuity Fund includes an amount of Rs. 25.09 Lakhs (PY: 25.08 Lakhs) recognized in the current period related to past service transitional liability in accordance with Accounting Standard-15 (Employee Benefits).

6. Company's shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited, for which listing fee for the year 2012-13 has been paid.

7. There are no dues to micro and small enterprises as at 31-03-2012 (PY: NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

8. The unadjusted units generated from the Windmills as on 31-03-2012 are 16.96 Lakhs KWH (PY 9.07 Lakhs KWH) and its monetary value of Rs. 68.63 Lakhs (PY Rs. 38.11 Lakhs) has been included in Other Current Assets.

9. The premium on forward exchange contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract. During the current year Rs. 85.48 Lakhs (PY: 12.20 Lakhs) has been amortized and the same is included in Finance Costs.

10. Related Party Transactions

As per Accounting Standard-18 (Related Party Disclosures) issued by the Institute of Chartered Accountants of India, the Company's related parties are given below:

a. Key Management Personnel & Relatives

Shri P.R. Ramasubrahmaneya Rajha, Chairman

Smt. R. Sudarsanam, Managing Director

Shri P.R. Venketrama Raja, Director

The Company's transactions with the above persons are furnished in Item No. 5 of Note No. 26 above.

b. Enterprises over which the above persons exercise significant influences and with which the Company had transactions during the year:

M/s. Madras Cements Limited

M/s. Sri Vishnu Shankar Mill Limited

M/s. The Ramaraju Surgical Cotton Mills Limited

M/s. Thanjavur Spinning Mill Limited

M/s. Ramco Industries Limited

M/s. Ramco Systems Limited

M/s. Sandhya Spinning Mill Limited

M/s. Sri Harini Textiles Limited

c. Subsidiary Company

M/s. Rajapalayam Spinners Limited

(f) Assets Purchased during the year: NIL (PY: Rs. 263.69 Lakhs).

(g) Purchase of Shares of Rajapalayam Spinners Ltd : Rs.526.91 Lakhs (PY: NIL)

11. The Financial Statement for the year ended 31st March, 2011 had been prepared as per the then applicable, pre-revised Schedule VI of the Companies Act, 1956. Consequent to the notification under the Companies Act, 1956, the Financial Statement for the year ended 31st March, 2012 are prepared under revised Schedule VI. Accordingly the previous year's figures have also been reclassified to confirm to the current year's classification.

12. Figures have been rounded off to Lakhs with two decimals.


Mar 31, 2011

(Rs . in Lakhs)

As at As at 31-03-2011 31-03-2010 1. Contingent Liabilities

(i) Liability on Letter of Credit opened

Capital Goods 833 27 Others 396 301

(ii) Estimated amount of contracts remaining to be executed on capital account not provided 1,720 299

(iii) Liability on guarantees given by the bankers 36 32

(iv) Liability on guarantees given to the bankers 61,399 57,539

2. The tax liability for the company for the financial year 2010-11 is under MAT which works out to Rs. 730 Lakhs. The tax provision of Rs.729 Lakhs made for the current year under MAT will be available for set-off within a period of 10 years and hence the entitlement MAT Credit to the same extent has been taken and included in Loans and advances as per Accounting Standard-22 (Accounting for Taxes on income).

Income tax assessments have been completed up to the accounting year ended on 31-03-2008 i.e., Assessment year 2008-09.

3. Sales Tax Assessment upto year ended 31st March, 2002 has been completed.

4. (i) The Sales Tax Authorities (Tamil Nadu) have issued demand notice to the Company for a sum of Rs. 87.55 Lakhs for the Assessment Year 2010-11 for reversal of VAT Input Credit taken on Wind Mills purchased. The company has filed a Revison Petition with the Joint Commissioner of Commercial Taxes. In the opinion of the management, there may not be any tax liability.

(ii) In respect of Service Tax matters, appeals are pending with Appellate Authorities for a demand amount of Rs. 0.48 Lakhs towards rent on immovable properties. In the opinion of the management, there may not be any tax liability.

5. Contribution to Gratuity Fund includes an amount of Rs. 25.08 Lakhs recognized in the current period related to past service transitional liability. An amount of Rs 25.08 Lakhs related to past services transitional liability remains unrecognized as at the Balance Sheet in accordance with Accounting Standard -15 (Employee Benefits).

6. The Company's shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited, for which Listing Fee for the year 2011-12 has been paid.

7. There are no dues to micro and small enterprises as at 31-03-2011 (PY: NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

8. The proposed Dividends are not subject to deduction of Income Tax as the company is paying Dividend Distrubution Tax U/s 115O of the Income Tax Act, 1961.

9. The unadjusted units generated from the Windmills as on 31-03-2011 are 9.07 Lakhs KWH (PY 15.02 Lakhs KWH) and its monetary value of Rs.38.11 Lakhs (PY Rs. 54.67 Lakhs) has been included in Loans & Advances.

10. The premium on forward exchange contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract. During the current year Rs.12.20 Lakhs (PY: 6.19 Lakhs) has been amortized and the same is included in interest & finance charges.

11. RELATED PARTY TRANSACTIONS

As per Accounting Standard-18 (Related Party Disclosures) issued by the Institute of Chartered Accountants of India, the Company’s related parties are given below:

Key Management Personnel & Relatives:

Shri. P.R. Ramasubrahmaneya Rajha, Chairman

Smt. R. Sudarsanam, Managing Director

Shri. P.R. Venketrama Raja, Director

The Company's transactions with the above persons are furnished in Note No. 5 and 6 above.

Enterprises over which the above persons exercise significant influences and with which the Company had transactions during the year:

M/s. Madras Cements Limited

M/s. Sri Vishnu Shankar Mill Limited

M/s. The Ramaraju Surgical Cotton Mills Limited

M/s. Thanjavur Spinning Mill Limited

M/s. Ramco Industries Limited

M/s. Ramco Systems Limited

M/s. Sandhya Spinning Mill Limited

M/s. Sri Harini Textiles Limited

M/s. Rajapalayam Spinners Private Limited

12. Additional information pursuant to provision of paragraphs III & IV of part II of the Schedule VI of the companies Act, 1956.

13. Previous year figures have been regrouped / restated wherever necessary to make them comparable with the current year's figures.

14. Figures have been rounded off to the nearest rupee.


Mar 31, 2010

As at As at 31-03-2010 31-03-2009

1. Contingent Liabilities

(i) Liability on Letter of Credit opened

Capital Goods 27 Nil

Others 301 101

(ii) Estimated amount of contracts remaining to be executed on capital account not provided 299 79

(iii) Liability on guarantees given by the bankers 32 64

(iv) Liability on guarantees given to the bankers 57,539 61,672

2. The tax liability for the company for the financial year 2009-10 is under MAT which works out to Rs. 94.12 Lakhs. The company has MAT credit entitlement of Rs. 399 Lakhs included in Loans and Advances, of which an amount of Rs.93.12 Lakhs has been reversed during the current year as the company will not be in a position to utilize the credit within the time limit specified under the Income-tax Act, 1961. However, the tax payable to the extent of Rs.102 Lakhs for the current year under MAT will be available for set-off within a period of 7 years and hence the entitlement MAT Credit of Rs.102 Lakhs has been taken and included in Loans and advances as per Accounting Standard-22 (Accounting for Taxes on income) . The tax liability, "Income Tax-MAT" shown in the profit and loss account is net of above adjustments.

3. Sales Tax Assessment upto year ended 31st March, 2002 has been completed.

4. Contribution to Gratuity Fund includes an amount of Rs. 25.08 Lakhs recognized in the current period related to past service transitional liability. An amount of Rs. 50.16 Lakhs related to past services transitional liability remains unrecognized as at the Balance Sheet in accordance with Accounting Standard -15 (Employee Benefits).

5. The Companys shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited, for which Listing Fees for the year 2010-11 has been paid.

6. There are no dues to micro and small enterprises as at 31-03-2010 (PY: NIL). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. The unadjusted units generated from the Wind Mills as on 31-03-2010 are 15.02 Lakhs KWH (PY 7.26 Lakhs KWH) and its monetary value of Rs.54.67 Lakhs (PY Rs. 25.27 Lakhs) has been included in Loans & Advances.

8 .The premium on forward exchange contracts not intended for trading or speculation purpose is amortized as expenses over the life of the contract. During the current year Rs. 6.19 Lakhs (PY: NIL) has been amortized and the same is included in interest & finance charges.

9. As per Accounting Standard -15 (Employee Benefits), the disclosures of employee benefits as defined in the Accounting Standard are given below

10.RELATED PARTY TRANSACTIONS

As per Accounting Standard-18 (Related Party Disclosures)issued by the Institute of Chartered Accountants of India,the Companys related parties are given below:

Key Management Personnel &Relatives:

Shri PR.Ramasubrahmaneya Rajha,Chairman

Smt.R.Sudarsanam,Managing Director

Shri PR.Venketrama Raja,Director

The Companys transactions with the above persons are furnished in Note No.4 and 5 above.

Enterprises over which the above persons exercise significant influences and with which the Company had transactions during the year:

M/s.Madras Cements Limited

M/s.Sri Vishnu Shankar Mill Limited

M/s.The Ramaraju Surgical Cotton Mills Limited

M/s.Thanjavur Spinning Mill Limited

M/s.Ramco Industries Limited

M/s.Ramco Systems Limited

M/s.Sandhya Spinning Mill Limited

M/s.Sri Harini Textiles Limited

M/s.Rajapalayam Spinners Private Limited

11.Additional information pursuant to provision of paragraphs III &IV

12.Previous year figures have been regrouped /restated wherever necessary to make them comparable with the current years figures.

13.Figures have been rounded off to the nearest rupee. of part II of the Schedule VI of the Companies Act,1956.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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