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Notes to Accounts of BSL Ltd.

Mar 31, 2015

1. Term / Rights attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

During the year ended 31st March, 2015, the amount per share of proposed dividend to equity shareholder is Rs. 1.20 (Previous year: Rs. 1.00 Per Share)

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of Security: The Term Loans from Banks are secured by way of joint equitable mortgage / hypothecation of all immovable and movable existing and future assets of the Company except book debts ranking pari passu subject to prior charge created / to be created in favour of the Company's bankers on stocks of raw materials, semi-finished, finished goods for working capital.

i) Disposal from Gross Block represents sale / transfer / discard of fixed assets/ capital grant receipt and adjustment of lease rent.

ii) Deduction in depreciation is on account of Sale / Transfer / discard of Fixed Assets.

iii) Gross block and Net Block of fixed assets includes Rs. 963.05 Lac (P.Y. Rs. 1016.00 Lac) and Rs. 275.51 Lac (P.Y. Rs. 462.64 Lac) respectively on account of revaluation of fixed assets carried out in past by erstwhile Bhilwara Processors Limited. Depreciation of Rs. 30.08 Lac (P.Y. Rs. 78.99 Lac) on revaluation amount has been charged to statement of Profit & Loss. Carrying amount of revaluation of Rs. 157.13 Lac (P.Y. Rs. Nil) on assets having useful life nil as on 01.04.2014 has been charged to General Reserve.

iv) a) Carrying amount of assets whose lives are nil as on 01.04.2014 i.e. the date on which schedule II to the Companies Act, 2013 come into effect are recognized in the opening balance of General Reserve.

b) Carrying amount of assets other than covered under iv-a) above and existed on 01.04.2014 are depreciated over the remaining useful life of the assets.

c) Assets which are acquired after 01.04.2014 i.e. after the date on which schedule II to the Companies Act, 2013 came into effect are depreciated as per useful lives defined in this schedule.

v) No provision is required for impairment of assets according to AS-28 'Impairment of Assets" as the value in use as estimated by the management, is higher than the carrying amount of the assets as on Balance Sheet date. In order to arrive at the value in use, the Company has reviewed the future earnings of the remaining useful life of all its cash generating units as at Balance Sheet date which has been discounted at the average long term lending rate of the Company.

2. FOREIGN CURRENCY EXPOSURE

(a) The Company hedges its export realizations through Foreign Exchange Hedge Contracts in the normal course of business so as to reduce the risk of exchange fluctuations. No Foreign Exchange Hedge Contracts are taken /used for trading or speculative purpose.

(b) According to AS 30 "Financial Instruments: Recognition and Measurement" The effective portion of such forward contracts is taken into hedging reserve for Rs. 5.91 Lac (P.Y. Rs. 107.99 Lac) and profit on ineffective portion, not designated as hedge is taken into statement of profit & loss for Rs. 15.18 Lac (P.Y. Rs. 59.39 Lac).

3. CONTINGENT LIABILITIES AND COMMITMENTS (Rs. in lac)

S. Particulars For the year ended No. 31.03.2015 31.03.2014 (i) Contingent Liabilities

(a) Claims against the Company not 15.52 15.52 acknowledged as debts

(b) Guarantees given by the Company's 292.67 195.86 Bankers

(c) Others

(i) Bills discounted with Banks 666.02 1600.29

(ii) Excise duty demand disputed by 3.56 9.81 the Company

(iii) Sales Tax demand of Erstwhile - 31.64 BSL Wulfing Ltd., disputed by the Company

(ii) Commitments

(a) Estimated value of contracts remaining 1137.90 329.21 to be executed on Capital Accounts

4. PREVIOUS YEAR FIGURES

The figures of the previous year have been regrouped/ recast wherever found necessary.


Mar 31, 2014

1. SHARE CAPITAL

i) Term / Rights attached to Equity shares

The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. During the year ended 31st March, 2014 the amount per share of proposed dividend to equity shareholder is Rs. 1.00 (Previous year: Rs. Nil Per Share)

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

ii) Equity Share Capital includes 29,57,469 Shares issued for consideration other than Cash, pursuant to Scheme of Amalgamation of erstwhile Bhilwara Processors Limited with the Company as approved by the Hon''ble High Court Rajasthan at Jodhpur.

2. LONG-TERM BORROWINGS

i) Nature of Security: The Term Loans from Banks are secured by way of joint equitable mortgage / hypothecation of all immovable and movable existing and future assets of the Company except book debts ranking pari passu subject to prior charge created / to be created in favour of the Company''s bankers on stocks of raw materials, semi-finished, finished goods for working capital.

ii) Terms of Repayment of Secured Borrowing: Secured term loans from banks are repayable in quarterly/ monthly installments and having floating interest rates ranging from Base Rate spread (1.25% to 2.25% as on 31.03.2014 and 1.60% to 2.25% as on 31.03.2013). Period of maturity and installments outstanding as on 31.03.2014.

3. SHORT-TERM BORROWINGS

i) Bank loans for working capital are secured against hypothecation of stocks of raw materials, finished goods and goods in process. The same is also secured by second charge created/to be created in favour of Company''s Bankers by way of joint equitable mortgage on immovable properties of the Company which is ranking pari passu and having floating interest rate ranging from 10.45% to 13.10% (P.Y. 9.70% to 13.25%).

ii) No Working Capital loan is guaranteed by Directors or Others

4. TRADE PAYABLES

There are no Micro, small and medium enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2014. 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.

5. FIXED ASSETS

i) Disposal from Gross Block represents sale / transfer / discard of fixed assets/ capital grant receipt and adjustment of lease rent.

ii) Deduction in depreciation is on account of Sale / Transfer / discard of Fixed Assets.

iii) Gross block and Net Block of fixed assets includes Rs. 1016.00 Lac (P.Y. Rs. 1094.35 Lac) and Rs. 462.64 Lac (P.Y. Rs. 563.87 Lac) respectively on account of revaluation of fixed assets carried out in past by erstwhile Bhilwara Processors Limited. Depreciation of Rs. 78.99 Lac (P.Y. Rs. 81.74 Lac) on revaluation amount has been charged to statement of Profit & Loss.

iv) No provision is required for impairment of assets according to AS-28 ''Impairment of Assets" as the value in use as estimated by the management, is higher than the carrying amount of the assets as on Balance Sheet date. In order to arrive at the value in use, the company has reviewed the future earnings of the remaining useful life of all its cash generating units as at Balance Sheet date which has been discounted at the average long term lending rate of the Company.

5. SEGMENT REPORTING

The Company''s operation predominantly relates to Textile & Generation of Wind power. On the basis of assessment of the risk and return differential in terms of AS-17, the Company has identified Textile and Wind Power as primary reportable segments. Further the geographical segment have been considered as secondary segment and bifurcated into Domestic & Export segments.

The revenue and expenditure in relation to the respective segment have been identified and allocated to the extent possible. Other items i.e. interest expenses, income tax, etc. not allocable to specific segments are disclosed separately as unallocated and adjusted directly against the total income of the Company.

6. RELATED PARTY TRANSACTIONS

a) Enterprises that directly, or indirectly through one or more intermediaries, control or are controlled by or are under common control with the reporting enterprise (this includes holding companies, subsidiaries and fellow subsidiaries) - None

b) Associates and joint ventures - None

c) Individuals owning directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise, and relatives of any such individual. - None

d) Key management Personnel and their relatives - Shri A.K.Churiwal Shri Nivedan Churiwal

e) Enterprises over which any person described in (c) or (d) is able to exercise significant influence. - RSWM Limited

7. FOREIGN CURRENCY EXPOSURE

(a) The Company hedges its export realizations through Foreign Exchange Hedge Contracts in the normal course of business so as to reduce the risk of exchange fluctuations. No Foreign Exchange Hedge Contracts are taken /used for trading or speculative purpose.

(b) According to AS 30 "Financial Instruments: Recognition and Measurement" The effective portion of such forward contracts is taken into hedging reserve for Rs. 107.99 Lac (P.Y. Rs. -1.73 Lac) and profit on ineffective portion, not designated as hedge is taken into statement of profit & loss for Rs. 59.39 Lac (P.Y. Rs. 15.07 Lac).

8. CONTINGENT LIABILITIES AND COMMITMENTS (Rs. in lac)

S.No. Particulars This Year Previous Year

(i) Contingent Liabilities

(a) Claims against the Company not acknowledged as debts 15.52 15.52

(b) Guarantees given by the Company''s Bankers 195.86 149.19

(c) Others

(i) Bills discounted with Banks 1600.29 937.18

(ii) Excise duty demand disputed by the Company 9.81 13.37

(iii) Sales Tax demand of Erstwhile BSL Wulfing Ltd., disputed by the company 31.64 31.64

(ii) Commitments

(a) Estimated value of contracts remaining to be executed on Capital Accounts 329.21 84.75


Mar 31, 2013

1. The benefit, under Status Holder Incentive Scheme (SHIS) announced in Foreign Trade Policy 2009-2014 by Ministry of Commerce and Industries, Government of India to promote investment in up-gradation of technology, amounting to Rs. 153.53 lac @1 % on export sales has been accounted for during current financial year, based on clarification / legal opinion taken by the company upon its eligibility under this scheme.

Based on expert opinion obtained by the company, full value of SHIS scripts have been accounted for as income on the basis of ascertaining its probable use in the normal course of business, based on expansion plans prepared by the company.

2. SEGMENT REPORTING

The Company''s operation predominantly relates to Textile & Generation of Wind Power. On the basis of assessment of the risk and return differential in terms of AS-17, the Company has identified Textile and Wind Power as primary reportable segments. Further the geographical segment have been considered as secondary segment and bifurcated into Domestic & Export segments.

The revenue and expenditure in relation to the respective segment have been identified and allocated to the extent possible. Other items i.e. interest expenses, income tax, etc. not allocable to specific segments are disclosed separately as unallocated and adjusted directly against the total income of the Company.

3. FOREIGN CURRENCY EXPOSURE

(a) The Company hedges its export realizations through Foreign Exchange Hedge Contracts in the normal course of business so as to reduce the risk of exchange fluctuations. No Foreign Exchange Hedge Contracts are taken / used for trading or speculative purpose.

(b) According to AS 30 "Financial Instruments: Recognition and Measurement" The effective portion of such forward contracts is taken into hedging reserve for Rs. 1.73 Lac (P.Y. Rs. 150.00 Lac) and profit on ineffective portion, not designated as hedge is taken into statement of profit & loss for Rs. 15.07 Lac (P.Y. Rs. 21.25 Lac).

(c) The Company has following gross forward contract exposure outstanding as on balance sheet date which have been designated as cash flow hedge to its exposure to movements in foreign exchange rates:

4. PREVIOUS YEAR FIGURES

The figures of the previous year have been regrouped/ recast wherever found necessary.


Mar 31, 2012

I) Term / Rights attached to Equity shares

The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

During the year ended 31st March,2012 the amount per share dividend recognized as distributed to equity shareholder is Rs. Nil (Previous year: Rs. 1.50 Per Share)

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

ii) Equity Share Capital includes 29,57,469 Shares issued for consideration other than Cash, pursuant to Scheme of Amalgamation of erstwhile Bhilwara Processors Limited with the Company as approved by the Hon'ble High Court of Rajasthan at Jodhpur.

i) Nature of Security: The Term Loans from Banks are secured by way of joint equitable mortgage / hypothecation of all immovable and movable existing and future assets of the Company except book debts ranking pari passu subject to prior charge created / to be created in favour of the Company's bankers on stocks of raw materials, semi-finished, finished goods for working capital.

iii) None of loans are guaranteed by Directors or Others.

ii) Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

i) Bank loans for working capital are secured against hypothecation of stocks of raw materials, finished goods and goods in process. The same is also secured by second charge created/to be created in favour of Company's Bankers by way of joint equitable mortgage on immovable properties of the Company which is ranking pari passu and having floating interest rate ranging from 10.60% to 13.50%

ii) None of Working Capital loans are guaranteed by Directors or Others

There are no Micro, small and medium enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2012. 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.

There is no amount of Un-paid dividend, due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year end .

i) Disposal from Gross Block represents sale / transfer / discard of fixed assets and adjustment of lease rent.

ii) Deduction in depreciation is on account of Sale / Transfer / discard of Fixed Assets.

iii) Gross block and Net Block of fixed assets includes Rs. 1096.26 Lac (P.Y. Rs. 1096.31 Lac) and Rs. 646.36 Lac (P.Y. Rs. 728.21 Lac) respectively on account of revaluation of fixed assets carried out in past by erstwhile Bhilwara Processors Limited. Depreciation of Rs. 81.82 Lac (P.Y. Rs. 87.20 Lac) has been charged to statement of Profit & Loss on these revalued assets.

iv) No provision is required for impairment of assets according to AS-28 'Impairment of Assets" as the value in use as estimated by the management, is higher than the carrying amount of the assets as on Balance Sheet date. In order to arrive at the value in use, the company has reviewed the future earnings of the remaining useful life of all its cash generating units as at Balance Sheet date which has been discounted at the average long term lending rate of the Company.

v) The commercial production of 20 Nos. Toyota Airjet weaving machines have commenced during the year w.e.f. 01.01.2012. Preoperative expenditure incurred up to the date of commencement of commercial production is Rs. 43.26 Lacs.

Trade Receivable includes Rs. 39.64 Lacs (Previous year Rs. Nil) receivables from related parties.

Short term loans and advances includes Rs. Nil (Previous year Rs. Nil) receivables from Directors/ officers/ Companies and firms under same management.

The Company has complied with Accounting Standard 15 (Revised 2005) and the required disclosure are given hereunder:

The estimation of future salary increase considered in actuarial valuation, take account of inflation, seniority promotion and othe relevant factors, such as supply and demand in the employment market etc. The above information is certified by the Actuary. Th< estimate of contribution for the next year as per actuarial valuation is as under:-.

a) Gratuity - Rs. 51.29 lac

b) Earned Leave - Rs. 12.01 lac

1. SEGMENT REPORTING

The Company's operation predominantly relates to Textile & generation of Wind power. On the basis of assessment of the risk and return differential in terms of AS-17, the Company has identified Textile and Wind Power as primary reportable segments. Further the geographical segment have been considered as secondary segment and bifurcated into Domestic & Export segments.

The revenue and expenditure in relation to the respective segment have been identified and allocated to the extent possible. Other items i.e. interest expenses, income tax, etc. not allocable to specific segments are disclosed separately as unallocated and adjusted directly against the total income of the Company.

2. RELATED PARTY TRANSACTIONS

a) Enterprises that directly, or indirectly through one or more intermediaries, control or are controlled by or are under common control with the reporting enterprise (this includes holding companies, subsidiaries and fellow subsidiaries) - None

b) Associates and joint ventures - None

c) Individuals owning directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise, and relatives of any such individual. - None

d) Key management Personnel and their relatives –

Shri Arun Churiwal

Shri Nivedan Churiwal

e) Enterprises over which any person described in (c) or (d) is able to exercise significant influence.

- RSWM Limited

f) Transactions with Related Parties

The following transactions were carried out with the related parties in the ordinary course of business:

3. FOREIGN CURRENCY EXPOSURE

(a) The Company hedges its export realizations through Foreign Exchange Hedge Contracts in the normal course of business so as to reduce the risk of exchange fluctuations. No Foreign Exchange Hedge Contracts are taken /used for trading or speculative purpose.

(b) During the year Company has early adopted AS 30 "Financial Instruments: Recognition and Measurement" and The effective portion of such forward contracts is taken into hedging reserve for Rs. 150.00 Lacs and profit on ineffective portion, not designated as hedge is taken into statement of profit & loss for Rs. 21.25 Lacs.

(c) The Company has following gross forward contract exposure outstanding as on balance sheet date which have been designated as cash flow hedge to its exposure to movements in foreign exchange rates :

4. CONTINGENT LIABILITIES AND COMMITMENTS (Rs. in lac)

S. Particulars This Year Previous Year

No.

(i) Contingent Liabilities

(a) Claims against the Company not acknowledged as debts 15.52 15.52

(b) Guarantees given by the Company's Bankers 134.58 159.38

(c) Others

(i) Bills discounted with Banks 1653.21 1229.78

(ii) Excise duty demand disputed by the Company 18.65 23.88

(iii) Sales Tax demand of Erstwhile BSL Wulfing Ltd., disputed by the company 31.64 31.64

(ii) Commitments

(a) Estimated value of contracts remaining to be executed on Capital Accounts 14.78 617.97

5. PREVIOUS YEAR FIGURES

The financial statements for the year ended 31st March, 2011 had been prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31st March, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2011

1) Contingent Liabilities not provided for:

(Rs. in lac)

This Year Previous Year

(a) Bills discounted with Banks 1229.78 1157.55

(b) Guarantees given by the Company's Bankers 159.38 79.22

(c) Claims against the Company not acknowledged as debts 15.52 15.52

(d) Excise duty demand disputed by the Company 23.88 23.88

(e) Sales Tax demand of Erstwhile BSL Wulfing Ltd., disputed by the company 31.64 31.64

(f) Estimated value of contracts remaining to be executed on Capital Accounts 617.97 569.42

2) Gross block and Net Block of fixed assets includes Rs.1096.31 Lac (P.Y. Rs. 1218.85 Lac) and Rs.728.21 Lac (P.Y. Rs. 889.70 Lac) respectively on account of revaluation of fixed assets carried out in past by erstwhile Bhilwara Processors Limited. Depreciation of Rs. 87.20 Lac (P.Y. Rs. 98.19 Lac) has been charged to Profit & Loss account on these revalued assets.

3) There are no Micro, small and medium enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31* March, 2011. 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.

4) In view of legal opinion and various reliefs available under Income Tax Act, 1961 provision for taxation has been considered adequate.

5) The loans & advances, debtors and other current assets are reviewed annually and their value in the ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet as assessed by the management, however balance confirmation from parties are under process.

6) The figures for the previous year have been re-grouped and re-arranged wherever found necessary.

The estimation of future salary increase considered in actuarial valuation, take account of inflation, seniority promotion and other relevant factors, such as supply and demand in the employment market etc. The above information is certified by the Actuary. The estimate of contribution for the next year as per actuarial valuation is as under:-.

a) Gratuity - Rs. 53.62 lac

b) Earned Leave - Rs. 19.00 lac

viii) The overall expected rate of return on assets is assumed based on the market prices prevailing on that date over the accounting period. The Company is having approved gratuity trust and leave encashment policy, which is having insurer Managed Fund.

2) Segment Reporting

The Company's operation predominantly relates to Textile & generation of Wind power. On the basis of assessment of the risk and return differential in terms of AS-17, the Company has identified Textile and Wind Power as primary reportable segments. Further the geographical segment have been considered as secondary segment and bifurcated into Domestic & Export segments.

7) No provision is required for impairment of assets according to AS-28 'Impairment of Assets" as the value in use as estimated by the management, is higher than the carrying amount of the assets as on Balance Sheet date. In order to arrive at the value in use, the company has reviewed the future earnings of the remaining useful life of all its cash generating units as at Balance Sheet date which has been discounted at the average long term lending rate of the Company.

8) The Company hedges its export realisations through foreign exchange forward contracts in the normal course of business so as to reduce the risk of exchange fluctuation. These hedging transactions are part and parcel of normal business transactions.

The Company has outstanding foreign exchange forward contract of USD 13.38 Million and EURO 0.70 Million (Previous year USD 9.19 Millions) as on 31st March2011, which has been booked for hedging of export realisations.


Mar 31, 2010

(Rs. in lac)

This Year Previous Year

1) Contingent Liabilities not provided for

(a) Bills discounted with Banks 1157.55 937.43

(b) Guarantees given by the Companys Bankers 79.22 12.08

(c) Guarantees issued on behalf of other Companies Nil 86.72

(d) Claims against the Company not acknowledged as debts 15.52 21.24

(e) Excise duty demand disputed by the Company 23.88 17.61

(f) Sales Tax demand of Erstwhile BSL Wulfing Ltd., disputed by the company 31.64 31.64

(g) Estimated value of contracts remaining to be executed on Capital Accounts 569.42 -

2) There are no Micro, small and medium enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2010. 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.

3) In view of legal opinion and various reliefs available under Income Tax Act, 1961 provision for taxation has been considered adequate.

4) Cross block and Net Block of fixed assets includes Rs. 1218.85 Lac and Rs. 889.70 Lac respectively on account of revaluation of fixed assets carried out in past by erstwhile Bhilwara Processors Limited. Depreciation of Rs.98.19 Lac has been charged to Profit & Loss account on these revalued assets.

5) To be in line and in conformity with the accounting policy of amalgamated company, method of charging depreciation on plant & machinery of erstwhile Bhilwara Processors Limited, now Processing Division has been changed from "Continuous Process Plant Method" to "Triple Shift Depreciation Method" as prescribed under Schedule XIV to the Companies Act,1956. As a result of this change, depreciation provided for the year is higher by Rs.88.00 Lac and consequently profit is lower to that extent.

6) The loans & advances, debtors and other current assets are reviewed annually and their value in the ordinary course of business will not be less than the amount at which they are stated in the Balance Sheet as assessed by the management, however balance confirmation from parties are under process.

7) The figures for the previous year have been regrouped and rearranged wherever found necessary; however the same are not comparable with current year in post merger scenario.