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Notes to Accounts of Hindoostan Mills Ltd.

Mar 31, 2015

1 Cash and Cash equivalents denote Cash and Bank balances at the year end. Earmarked Balance with Bank includes Margin Money Deposit, Balance in Current Account for Unpaid Dividend and Employee Deposit.

2 The Cashflow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard 3- 'Cash Flow Statement' (AS -3) issued by the Institute of Chartered Accountants of India.

3 Direct Taxes paid (Net of refunds) is treated as arising from operating activities and is not bifurcated between investing and financing activities

4 Previous year's figures have been regrouped/re-arranged wherever necessary in order to conform to those of the Current Year.

a) The Company has issued only one class of shares referred to as Equity Shares having a par value of Rs.10/-. Each holder of Equity Shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining Assets of the Company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of Equity Shares held by the shareholders.

9,58,708,Equity Shares of Rs.10/- each are alloted on 27th June 2011 as fully paid up without payment being received in cash pursuant to the scheme of Amalgamation Sanctioned by the High Court of Bombay dated 1st April 2011.

(a) Term Loan from Axis Bank is payable in 60 monthly installments of Rs. 40.80 Lakhs each commencing from 31st May, 2015. Interest rate is base rate 2.75% i.e. 12.90% as on 31.03.2015

(b) Security :

Primary Security :

(i) The above Term Loan is secured by first charge on Factory Land , Building & Other Structures and Plant & Machinery (Present & Future) of the company's Textile Unit at Plot no. D-1, MIDC Industrial Area,Village - Taswade, Tal-Karad, Satara and

Collateral Security:

(ii) Second charge on all the Stocks, Book Debts (Present & Future) & Other Current Assets.

(iii) Investment in UTI Fixed Income Fund Series XVIII of Rs. 250 lakhs (P. Y. Nil) is kept in form of liquid security under Bank lien.

(a) Secured Loan from HDFC Bank :Interest rate is base rate 2% i.e. 12% as on 31.03.2015 for Cash Credit and Libor 2.5 for Pre- Shippment Credit.

(b) Security :

Primary Security :

(i) The above Loan is secured by first charge on all the Stocks, Book Debts (Present & Future) and Other Current Assets Collateral Security :

(ii) Second Charge on Plant & Machinery (Present & Future) of the Company's Textile Unit at Plot no. D-1, MIDC Industrial Area,Yihage - Taswade, Tal-Karad, Satara.

II. CONTINGENT LIABILITIES IN RESPECT OF: Rs.in lakhs

Particulars Current Year Previous Year

A Claims against the Company not acknowledged as debts [including disputed demands of 711.91 695.44 Central Excise for Rs 116.07 (P.Y. Rs 116.07 lakhs), Sales Tax Rs 27.02 lakhs (P.Y Rs. 27.02 lakhs) and Works Contract Tax Rs. 21.14 lakhs (P.Y, Rs 36.03 lakhs)

B The Income-Tax demands in respect 49.44 49.44 of earlier years under dispute are pending in appeal before higher authorities.

C Demand for payment of electricity 228.20 228.20 duty by Government of Maharashtra matter resting with Supreme Court

D Concessional Custom duty on Machinery Imported 726.87 215.73

III. DEPRECIATION:

A. Consequent to the enactment of the Companies Act, 2013 (the Act) and its applicability for accounting periods commencing on or after 1st April, 2014, the Company has re-worked depreciation with reference to the useful lives of Fixed Assets prescribed by PART 'C' of Schedule II to the Act. Where the remaining useful life of an Asset is nil, the carrying amount of the Asset after retaining the residual value, as at 1st April, 2014 amounting to Rs. 58.59 Lakhs has been adjusted to the General Reserve. In other cases the carrying values have been depreciated over the remaining useful lives of the Assets and recognized in the Statement of Profit and Loss. As a result the charge for depreciation is higher by Rs. 200.91 Lakhs for the year ended 31st March 2015.

B. Net Block as on 31.03.2015 of Plant and Machinery includes Reeds amounting to Rs. 10.91 Lakhs (P.Y. Rs. 25.62 Lakhs). The Management based on internal technical evaluation has estimated useful life of Reeds as two years. Hence the Cost of Reeds are written off over a period of two years.

IV. The Board of Directors has recommended a Dividend of Rs.4/- per share on 1,664,548 Equity Shares of Rs. 10/- each aggregating to Rs. 79.90 lakhs (Inclusive of Dividend Distribution Tax of Rs.13.32 lakhs)

V. INVESTMENTS:

The Investment of 42 Shares in Yeshwant Sahakari Sakhar Karkhana Ltd. (Society), are held in the names of two Directors of the Company, being its nominees, as required by the bye-laws of the Society.

VI. Property under Development reflected as Stock-in-Trade was written down to Rs.1 lakh in the earlier year as a measure of prudence. The settlement of account is a matter of dispute between the company (owner) and developer and there are claims and counter claims. The matter has been referred to arbitration in 2002 which is pending resolution. Accordingly, impact of Arbitration Award will be recognised in the Books of accounts as and when finality in the matter is reached.

VII. Current Tax:

In view of losses for the year ended 31st March 2015, no provision for Income Tax and Minimum Alternate Tax under Section 115JB of Income Tax Act, 1961 is required to be made.

Deferred Tax :

In accordance with Accounting Standard 22 on "Accounting for Tax on Income" ( AS - 22) as prescribed under Section 133 of Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, Deferred Tax Assets consist of substantial amounts of carry forward losses and unabsorbed depreciation under the Income Tax Act, 1961. However, since the availability of sufficient future taxable income against which the said benefits can be set off is not possible to be ascertained with virtual certainty, the Deferred Tax Assets have not been recognized as a measure of abundant caution.

VIII. RELATED PARTY INFORMATION:

A. LIST OF RELATED PARTIES WITH WHOM TRANSACTION HAVE TAKEN PLACE DURING THE YEAR

Associates/Companies where control exists Thackersey Moolji & Co., Delta Investments Ltd., Art Leather Ltd., Bintex

Investments Ltd., Parnakuti & Allied Estate Development Corporation Key Management Personnel (KMP) Mr. Hrishikesh Thackersey - Executive Director

Mr. Abhimanyu Thackersey - Executive Director Ms. Heena Shah - Chief Financial Officer Mr. Devanand Mojidra - Company Secretary Relative of KMP Mr. Sudhir Thackersey

Mr. Raoul Thackersey Mr. Chandrahas Thackersey Mr. Jagdish Thackersey Mr. Khushaal Thackersey

Notes:

a. The above excludes payment of Dividend.

b. In capacity of Director of Hindoostan Technical Fabrics Ltd upto 10.10.2014.

c. Related Party information is as identified by the Company and relied upon by the Auditors.

d. The above figures are exclusive of Service Tax wherever applicable.

IX. LEASES

The Company has entered into lease agreement for its Research and Development unit premises. The future minimum rentals payable under Accounting Standard 19 "Lease" (AS 19) as required to be disclosed are as follows:

X. Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The CSR Activities fall within the guidelines referred under Section 135 and specified in Schedule VII of the Companies Act, 2013. During the year Company has made donation to Vithaldas Damodar Thackersey Charitable Trust amounting to Rs. 6.27 lakhs to carry out the said activities at Karad.

XI. The figures in Balance Sheet and Statement of Profit and Loss are rounded off to the nearest lakhs and indicated in lakhs of Rupees.

XII. Previous year's figures have been regrouped/re-arranged wherever necessary in order to conform to those of the Current Year.


Mar 31, 2014

I. CONTINGENT LIABILITIES IN RESPECT OF:

A Claims against the Company not acknowledged as debts [including disputed demands of Central Excise for Rs. 116.07 lakhs (P.Y. Rs. 116.07 lakhs), Sales Tax Rs. 27.02 lakhs (P.Y Rs. 78.90 lakhs) and Works Contract Tax Rs. 36.03 lakhs (P.Y. Rs. 36.03 lakhs)

B The Income-Tax demands in respect of earlier years under dispute are pending in appeal before higher authorities.

C Demand for payment of electricity duty by Government of Maharashtra matter resting with Supreme Court

D Concessional Custom duty on Machinery Imported

II. The Board of Directors has recommended a dividend ofRs. 10/- per share on 1,664,548 Equity Shares of Rs.10/- each aggregating to Rs. 199.74 lakhs (Inclusive of Dividend Distribution Tax ofRs. 33.29 lakhs)

III. INVESTMENTS:

The Investment of 42 Shares in Yeshwant Sahakari Sakhar Karkhana Ltd.(Society), are held in the names of two Directors of the Company, being its nominees, as required by the bye-laws of the Society.

IV. Property under Development reflected as Stock-in-Trade was written down to Rs. 1 lakh in the earlier year as a measure of prudence. The settlement of account is a matter of dispute between the company (owner) and developer and there are claims and counter claims. The matter has been referred to arbitration in 2002 which is pending resolution. Accordingly, impact of Arbitration Award will be recognised in the Books of accounts as and when finality in the matter is reached.

V. Current Tax:

In view of carry forward losses under Income Tax Act 1961, no provision for Income Tax is required to be made. However, the company has provided for Minimum Alternate Tax under section 115JB of the Income Tax Act, 1961.

Deferred Tax :

In accordance with Accounting Standard 22 on "Accounting for Tax on Income" ( AS - 22) as prescribed by the Companies (Accounting Standards) Rules,2006 , Deferred Tax Assets consist of substantial amounts of carry forward losses and unabsorbed depreciation under the Income Tax Act, 1961. However, since the availability of sufficient future taxable income against which the said benefits can be set off is not possible to be ascertained with virtual certainty, the Deferred Tax Assets have not been recognized as a measure of abundant caution.

Note:

The estimates of rate escalation in salary considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors including supply and demand in employment market. The above information is certified by the actuary.

B. LEAVE ENCASHMENT (NON FUND BASED):

The liability towards leave encashment for the year ended 31st March, 2014 as per actuarial valuation is Rs. 62.20 lakhs (P.Y. Rs. 45.20 lakhs), which has been duly provided for.

VI. RELATED PARTY INFORMATION:

A. LIST OF RELATED PARTIES WITH WHOM TRANSACTION HAVE TAKEN PLACE DURING THE YEAR

Associates/Companies where control exists Thackersey Moolji & Co., Delta Investments Ltd., Art Leather Ltd.,

Bintex Investments Ltd.

Key Management Personnel (KMP)/ Relative of Mr.Chandrahas Thackersey

KMP

Mr.Raoul Thackersey

Mr.Hrishikesh Thackersey

Mr.Abhimanyu Thackersey

Mr.Sudhir Thackersey

Mr.Jagdish Thackersey

Mr.Khushaal Thackersey

Notes:

a. The above excludes payment of Dividend.

b. Related Party information is as identified by the Company and relied upon by the Auditors.

c. The above figures are exclusive of Service Tax wherever applicable

VII. Leases

The Company has entered into lease agreement for its Research & Development unit premises. The future minimum rentals payable under Accounting Standard 19" Lease" (AS 19) as required to be disclosed are as follows:

VIII. The figures in Balance Sheet and Statement of Profit and Loss are rounded off to the nearest lakhs and indicated in lakhs of Rupees.

IX. a. The figures of the current year are consolidated figures due to the Amalgamation, hence not comparable with the previous year.

b. During the previous year, due to labour strike at the Company''s Karad Textile Plant, the manufacturing operations were suspended for three and a half months from August 18, 2012 to November 28, 2012. Therefore, the Company''s operating cycle during the previous year was a period of eight and a half months as against twelve months during the year under review, which reflects normal level of operations. As a result, certain items in the financial statements for the current year appear to be significantly higher than the corresponding figures for the previous year and therefore, the figures for the previous year are not strictly comparable to those of the current year.

c. Previous year''s figures have been regrouped/re-arranged wherever necessary in order to conform to those of the Current Year.


Mar 31, 2013

I. With a view to consolidate its manufacturing activities at one centralized place, the company has setup a new factory for manufacture of Calender Rolls at Karad, Maharashtra. The new factory has started functioning from December, 2012 and the Company has decided to shift its Roll manufacturing activities along with employees of Ambernath factory to the aforesaid new factory at Karad.

II. Reserves and Surplus as on 1 st April, 2009 included Reserve under Section 45 IC of Reserve Bank of India Act, aggregating to Rs. 48.47 lakhs. Since the Company is engaged in manufacturing activities, the Company is of the view that there is no obligation to maintain the Reserve and accordingly, the amount ofRs. 48.47 lakhs is transferred to Surplus.

III. The Board of Directors has recommended a dividend of Rs. 7.50 per share on 1,664,548 Equity Shares of Rs. 10/- each aggregating to Rs.145.09 lakhs (Inclusive of Dividend Distribution Tax of Rs. 20.251akhs)

IV. INVESTMENTS:

A. The investments in unquoted shares of Hindoostan Technical Fabrics Ltd., (Wholly owned subsidiary) have been acquired at par. Though their present book value is lower than their cost of acquisition, keeping in view their long term business synergies and potential, the management is of the opinion that no provision for fall in their values is required to be made.

B. The Investment of 42 Shares in Yeshwant Sahakari Sakhar Karkhana Ltd. (Society), are held in the names of two Directors of the Company, being its nominees, as required by the bye-laws of the Society.

V. Property under Development reflected as stock in trade was written down to Rs. 1 lakh in the previous year as a measure of prudence. The settlement of account is a matter of dispute between the Company (owner) and developer and there are claims and counter claims. The matter has been referred to arbitration in 2002 which is pending resolution. Accordingly, impact of Arbitration Award will be captured in the Books as and when it will be crystallized.

VI. The Company has granted interest free unsecured loan to its Subsidiary which is repayable on demand. Hence, although the loan is outstanding for more than twelve months as on 31st March, 2013, it is presented as Short Term Loan.

VII. During the year 2003-04, in terms of Sanctioned Scheme, the secured lenders dues were transferred to the SPVs in full settlement of their dues from the Company. All secured lenders except Union Bank of India (UBI) have released their charge on the assets of Karad unit. With respect to UBI, the charge will be released shortly.

VIII. Current Tax: In view of carry forward losses under Income Tax Act, 1961, no provision for Income Tax is required to be made. However, the Company has provided for Minimum Alternate Tax under section 115JB of the Income Tax Act, 1961.

Deferred Tax: In accordance with Accounting Standard 22 on "Accounting for Tax on Income" (AS - 22) as prescribed by the Companies (Accounting Standards) Rules,2006 , Deferred Tax Assets consist of substantial amounts of carry forward losses and unabsorbed depreciation under the Income Tax Act, 1961. However, since the availability of sufficient future taxable income against which the said benefits can be set off is not possible to be ascertained with virtual certainty, the Deferred Tax Assets have not been recognized as a measure of abundant caution.

B. LEAVE ENCASHMENT fNON FUND BASED):

The liability towards leave encashment for the year ended 31st March, 2013 as per actuarial valuation is Rs. 45.20 lakhs (Includes Rs. 0.79 lakh due to workers pending settl ement of account) (P.Y. Rs. 49.59 lakhs), which has been duly provided for.

IX.The figures in Balance Sheet and Statement of Profit and Loss are rounded off to the nearest lakhs and indicated in lakhs of Rupees.

X.Previous Year''s figures have been regrouped wherever necessary.


Mar 31, 2012

I. ContIngent LIaBILItIes In ResPeCt oF:

A The Income-Tax demands in respect of earlier years under dispute are pending in appeal 131.47 3.12 before higher authorities.

B Claims against the Company not acknowledged as debts [including disputed demands 748.45 748.85 of Central Excise for Rs.116.07 lakhs (P.Y. Rs.116.07 lakhs), Sales Tax Rs.78.90 lakhs (P.Y Rs. 79.30 lakhs) and Works Contract Tax Rs. 36.03 lakhs (P.Y. Rs. 36.03 lakhs)

C Demand for payment of electricity duty by Government of Maharashtra matter resting with 228.20 228.20 Supreme Court

D Concessional Custom Duty on Machinery Imported 538.69 715.40

II. With a view to consolidate its manufacturing activities at one centralized place, the company has setup a new factory for manufacture of Calender Rolls at Karad, Maharashtra. The new factory has started functioning from December, 2012 and the Company has decided to shift its Roll manufacturing activities along with employees of Ambernath factory to the aforesaid new factory at Karad.

III. Reserves and Surplus as on 1st April, 2009 included Reserve under Section 45 IC of Reserve Bank of India Act, aggregating to Rs. 48.47 lakhs. Since the Company is engaged in manufacturing activities, the Company is of the view that there is no obligation to maintain the Reserve and accordingly, the amount of Rs. 48.47 lakhs is transferred to Surplus.

IV. The Board of Directors has recommended a dividend of Rs. 7.50 per share on 1,664,548 Equity Shares of Rs. 10/- each aggregating to Rs.145.09 lakhs (Inclusive of Dividend Distribution Tax of Rs. 20.25lakhs)

V. InVestMents:

A. The investments in unquoted shares of Hindoostan Technical Fabrics Ltd., (Wholly owned subsidiary) have been acquired at par. Though their present book value is lower than their cost of acquisition, keeping in view their long term business synergies and potential, the management is of the opinion that no provision for fall in their values is required to be made.

B. The Investment of 42 Shares in Yeshwant Sahakari Sakhar Karkhana Ltd. (Society), are held in the names of two Directors of the Company, being its nominees, as required by the bye-laws of the Society.

VI. Property under Development refected as stock in trade was written down to Rs. 1 lakh in the previous year as a measure of prudence. The settlement of account is a matter of dispute between the Company (owner) and developer and there are claims and counter claims. The matter has been referred to arbitration in 2002 which is pending resolution. Accordingly, impact of Arbitration Award will be captured in the Books as and when it will be crystallized.

VII. The Company has granted interest free unsecured loan to its Subsidiary which is repayable on demand. Hence, although the loan is outstanding for more than twelve months as on 31st March, 2013, it is presented as Short Term Loan.

VIII. During the year 2003-04, in terms of Sanctioned Scheme, the secured lenders dues were transferred to the SPVs in full settlement of their dues from the Company. All secured lenders except Union Bank of India (UBI) have released their charge on the assets of Karad unit. With respect to UBI, the charge will be released shortly.

IX. Current tax: In view of carry forward losses under Income Tax Act, 1961, no provision for Income Tax is required to be made. However, the Company has provided for Minimum Alternate Tax under section 115JB of the Income Tax Act, 1961.

Deferred tax: In accordance with Accounting Standard 22 on ''Accounting for Tax on Income'' (AS - 22) as prescribed by the Companies (Accounting Standards) Rules,2006 , Deferred Tax Assets consist of substantial amounts of carry forward losses and unabsorbed depreciation under the Income Tax Act, 1961. However, since the availability of suffcient future taxable income against which the said benefts can be set off is not possible to be ascertained with virtual certainty, the Deferred Tax Assets have not been recognized as a measure of abundant caution.


Mar 31, 2011

1 a) The scheme of Amalgamation of The Hindoostan Spinning and Weaving Mills Limited (transferor company) with the Company (transferee company) has been sanctioned by the Hon'ble High Court of Bombay vide its Order dated 1st April,2011 with effect from 1st April,2010, being the appointed date. Accordingly, pursuant to the said Order all assets and liabilities (including reserves) of the said transferor Company have been recorded in the transferee Company at their respective book value.

b) The Amalgamation has been accounted for under the "Pooling of Interest Method" as prescribed by Accounting Standard (AS 14) "Accounting for Amalgamation" issued under the Companies (Accounting Standards) Rules, 2006 . The assets, liabilities and reserves of the transferor Company as at 1st April, 2010 have been taken over at their respective book values subject to adjustments as follows:-

i) A sum of Rs.26.50 lacs has been debited to Capital Reserve due to the cancellation of 28,00,044 equity shares held by the transferee company with the transferor company.

ii) A sum of Rs. 1102.51 lacs has been credited to Capital Reserve Account on account of reduction in the capital while issuing the shares to the shareholders of the transferor company as per the ratio prescribed in the Scheme of Amalgamation, which has been sanctioned by the Hon'ble High Court'of Bombay.

2 Contingent Liabilities in respect of: Previous Year

Rupees Rupees In lac In lac

(a) The Income-tax demands in respect of 210.01 - earlier years under dispute and are pending in appeal before higher authorities. In respect of some of the assessment years, the higher authorities have decided the matters fully/partially in favour of the company and are pending before the assessing officer for giving effect thereto

(b) Claims against the Company not 763.75 132.31 acknowledged as debts [including disputed demands of Central Excise for Rs. 136.44 lakhs (P. Y - Nil),Sales Tax under Works Contract Act Rs. 111 lacs (P. Y. - Rs. 111 lacs)

(c) Government of Maharashtra had served - - a demand notice for payment of electricity duty @ P15/Unit on power consumption generated in the company's captive power plant at Karad for the period: 1.4.2000 to 30.4.2005, together with penal interest thereon amounting to Rs.228.20 lakhs. The company's writ petition against this levy was decided by the Bombay High Court on 7.11.2009 in favour of the company. The State of Maharashtra has however filed a special leave petition (SLP) in the Supreme Court of India, challenging the High Court order.

3 a) The Investment of 42 Shares in Yeshwant Sahakari Sakhar Karkhana Ltd., are held in the names of two Directors of the Company, being its nominees, as required by the bye-laws of the Society. Yeshwant Sahakari Sakhar Karkhana in the earlier year appropriated the deposits /amount payable to the company towards the increased cost of face value of shares and issued the certificate of holding.

b) During the year the Company had sold 3,50,000 Equity shares of Lexicon Finance Limited which was acquired by the earstwhile subsidiaries of the Company during the year 1994-95. The said Company has not declared any dividend for the last several years and there is a substantial erosion in the net worth. Since the shares were not quoted, the Company had to sell the shares lower than the purchase cost as per the valuation report of a Chartered Accountant and accordingly inurred a loss of Rs.28 lacs.

4. The Property under Development refelected in stock in trade is valued at Rs.500 lakhs. The construction work of the residential complex has been completed but settlement of account is pending with the Developer.

Settlement of accounts is a matter of dispute between the Company (Owner) and Developer and there are claims and counter claims. The matter has been referred to arbitration, pending resolution since 2002.

As a measure of prudence, the Company has adopted a conservative approach and has written down the value of inventory by Rs.499 lac however reserving its claim in arbitration.

Accordingly , surplus if any will be accounted in the year in which the arbitration award is finalised.

5. The Company has not received any intimation from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act,2006 and hence the disclosures relating to amount unpaid as at the end of the year together with interest paid / payable as required under the said Act have not been furnished and therefore provision for interest,if any, on delayed payments, is not ascertainable at this stage.

6. During the year 2003-04,in terms of Sanctioned Scheme of the erstwhile The Hindoostan Spinning and Weaving Mills Ltd. secured lenders dues were transferred to the SPVs in full settlement of their dues from the company. All secured lenders except Union Bank of India (UBI) have released their charge on the assets of Karad unit. In respect of UBI, the SPV is yet to settle their dues and hence, they continue to hold the charge on the assets of the Karad Unit by way of equitable mortgage.

7. ( i) Deferred tax : In accordance with Accounting Standard (AS - 22) on Accounting for Tax on Income notified by the Companies (Accounting Standards) Rules,2006 , Deferred Tax Assets consist of substantial amounts of carry forward losses and unabsorbed depreciation under the Income Tax Act, 1961. However, since the availability of sufficient future taxable income against which the said benefits can be set off is not possible to be ascertained with virtual certainty, the Deferred Tax Assets have not been recognised as a measure of abundant caution.

(ii) Current Tax : In view of the unabsorbed Business Losses and Depreciation of the earlier years, provision for normal tax has not been made. However , Provision for Minimum Alternate Tax u/s 115 JB of the Income Tax Act on the Book Profit of the Company has been made for the year ended 3 lst March 2011.

8. Employee Benefits:

A Leave Encashment

The liability towards leave encashment for the year ended 3 lst March, 2011 as per acturial valuation is Rs.48.89 lacs which has been duly provided for.

9. Related Party Information:

Associates / companies where Capricon Realty Limited , control exists Bhishma Realty Limited ,Delta Investments Ltd, Thackersey Moolji & Co

Key Managerial Persons (KMP) Hrishikesh J.Thackersey

Abhimanyu J.Thackersey (Executive Directors)

Relative of Key Managerial Jagdish U.Thackersey Person

Subsidiary Company Hindoostan Technical Fabrics Ltd.

10. The figures of the current year are consolidated figures due to the Amalgamation, hence not comparable with the previous year.

11. The figures of the previous year have been reclassified, where ever necessary to correspond to the figures of the current year.

12. The amounts in Balance Sheet and Profit and Loss Account are rounded off to the nearest thousand and indicated in lac of Rupees.


Mar 31, 2010

1. Amalgamation of Six Wholly owned Subsidiaries with the Company:

a) The scheme of Amalgamation between 1) Assured Investments Limited, 2) Earnest Holdings Limited, 3) Prudential Holdings Limited, 4) Aristocrat Investments Limited, 5) Western Holdings Limited, 6) Sukta Investment Limited (wholly owned Subsidiaries of the Company) with the Company has been sanctioned by the Honble High Court of Bombay vide its Order dated 16th April,2010 with effect from 1st April,2009, being the appointed date. Accordingly, pursuant to the said Order all assets and liabilities of the said Six transferor Companies have been merged with the assets and liabilities of The Sirdar Carbonic Gas Company Limited, the transferee Company.

b) The Amalgamation has been accounted for under the "Pooling of Interest Method" as prescribed by Accounting Standard (AS 14) "Accounting for Amalgamation" issued under the Companies (Accounting Standards) Rules, 2006 . The assets, liabilities and reserves of the Six Subsidiaries as at 1st April, 2009 have been taken over at their respective book values subject to adjustments made as specified in the Scheme of Amalgamation. Accordingly Rs.9,12,682/- has been credited to the General Reserve.

c) Pursuant to the scheme referred to in (a) above, 12,018 equity shares held by the Three Subsidiaries in the Company have been cancelled, and thereby the Share Capital of the Company has been reduced from Rs.82,60,200/- divided into 82,602 Shares to Rs.70,58,400/- divided into 70,584 Shares on account of holding of Shares by the transferor Companies in the transferee Company. The inter company loans, advances, investments and other obligations between the transferor Company and the transferee Company have been cancelled.

d) The figures of the current year include figures of the Six Subsidiaries and are therefore, not comparable with those of the previous year,

2. Contingent liabilities:

Current Year Previous Year Rupees Rupees

(a) Sales tax demands under Works Contract Act for which the

Company has gone in appeal 1,10,99,508 1,10,99,508

(b) Claims against the Company not acknowledged as debts 21,31,652 21,31,652

3. Estimated amount of contracts remaining to be executed on capital account and not provided for amounts to Rs. Nil (Previous Year: Rs. Nil).

4. The Company has not received any intimation from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act have not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

(b) Information about Secondary Business Segments

The geographical segmentation is insignificant, as exports are less than 10% of the Companys turnover.

(c) Notes:

i) The Company is organized into two main business segments, namely;

a) Manufacturing and refilling - of Elastic Calendar Bowls and other related activities.

b) Leasing - Represents leasing of Plant and Machinery and Business Centre Services.

ii) Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns, the organisation structure and the internal financial reporting systems.

iii) Segment revenue, assets and liabilities includes respective amounts identifiable to each segments and amounts allocated on a reasonable basis.

iv) Figures in brackets are in respect of the previous year.

4. Related Party Disclosures:

A. Name and nature of relationship of the party where control exists Subsidiary companies: None

B. Parties with whom transactions have taken place:

(a) Subsidiary companies : None

(b) Associates:

i) The Hindoostan Spinning & Weaving Mills Limited ii) Delta Investments Limited

(c) Key Management Personnel (KMP):

i) Shri Chandrahas K. Thackersey - Chairman .

(d) Relative of Key Management Personnel:

i) Shri Sudhir K. Thackersey (brother)

ii) Smt. Nina S. (brothers wife)

5. Previous years figures have been regrouped wherever necessary.

 
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