Notes to Accounts of KSL and Industries Ltd.

Mar 31, 2016

(1) There is no payment overdue to small-scale industries.

(2) The balance of advances, debtors and creditors are confirmed by majority of parties and efforts are being made for obtaining confirmations from remaining parties

(3) CENVAT: Capital expenditure and raw materials have been taken at net value after adjusting Cenvat, wherever applicable as per guidelines issued by The Institute of Chartered Accountants of India..

(4) The company has only one business segment that is “Textile” and hence Segment reporting as required under AS-17 issued by ICAI is not applicable.

(5) AS-18 Related Party Disclosure:

Related party disclosures as required by AS-18 “Related Party Disclosures” are given below. [Related parties are as identified by the Company and relied upon by the Auditors]:

A. List of Related Parties.

1. Parties where control exists : Nil

2. Other parties with whom the company has entered into transaction during the year.

i) Associates where key management personnel and their relatives have significant influence; - Nil

ii) Key Management Personnel: -

a. Manojkumar Sharma - Managing Director

iii) Relative of Key Management Personnel : Nil

(6) In the opinion of the Board, Current Assets, Loans and Advances are approximately of the value stated, if realized in the ordinary course of business, the provisions for all known liabilities are adequate and not in excess than reasonably necessary.

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Mar 31, 2015

A. Employee benefits :

i. Provident fund has been paid regularly in time by the company

ii. Gratuity and Leave encashment are accounted for in cash basis as and when paid.

b. i. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes as a substantial period of time to get ready for its intended use or sale.

ii. All other borrowing costs are charged to revenue in the period in which they are incurred.

c. The company has two business segment namely "Textiles" and "Real Estate" hence segment reporting as required under AS-17 issued by ICAI and made mandatory w. e .f. 1/04/2001 for certain business enterprises is applicable in case of company,

d. AS-18 Related Party Disclosure:

AS per accounting Standard -18 "Related Party Disclosures" issued by ICAI related parties of the company and nature of relationship are as follows :

g Deferred Tax assets & Liabilities

Deferred tax has been provided in a accordance with the Accounting Standard-22 - "Accounting for taxes on income" issued by the ICAI applicable with effect from 1st April 2001.The Accumulated Deferred tax liability as on 31st March, 2015 amounting to Rs.1793.37 Lacs is the difference between the book depreciation and tax depreciation.

h Impairment of Assets:-

The carrying cost of assets are reviewed at each balance sheet date to find out any indication of impairment based on the internal & external factors. An assets is treated as impairment when the carrying cost of the assets exceeds its recoverable amount. An impairment loss if any, charged to P&L a/c. in the year in which the assets is identified as impaired. Reversal of impairment loss recognized in prior years is recorded when there is an indication that impairment loss recognized for the assets no longer exists or has decreased,

i . There are no parties which can be classified as small scale industries to whom the Company owes a sum exceeding Rs. 1 Lacs , which is outstanding for more than 30 days

j Balances in respect of some of the Debtors, Creditors, Loans and Advances are subject to confirmations.

k CENVAT: Capital expenditure and raw materials have been taken at net value after adjusting CENVAT, wherever applicable as per guidelines issued by The Institute of Chartered Accountants of India..

l In the opinion of the Board, the Current Assets, Loans and Advances have a value on realization in the ordinary course of business, the provisions for al known liabilities are adequate and not in excess than reasonably necessary.

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Mar 31, 2013

A. Employee benefits :

i. Provident fund has been paid regularly in time by the company

ii. Gratuity and Leave encashment are accounted for in cash basis as and when paid.

b. i. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes as a substantial period of time to get ready for its intended use or sale.

ii. All other borrowing costs are charged to revenue in the period in which they are incurred.

c. The company has two business segment namely "Textiles" and "Real Estate" hence segment reporting as required under AS-17 issued by ICAI and made mandatory w. e.f. 1/04/2001 for certain business enterprises is applicable in case of company,

d. Deferred Tax assets & Liabilities

Deferred tax has been provided in a accordance with the Accounting Standard-22 – "Accounting for taxes on income" issued by the ICAI applicable with effect from 1st April 2001.The Accumulated Deferred tax liability as on 31st March, 2013 amounting to Rs.466.36 Lacs is the difference between the book depreciation and tax depreciation.

e Impairment of Assets:- The carrying cost of assets are reviewed at each balance sheet date to find out any indication of impairment based on the internal & external factoRs. An assets is treated as impairment when the carrying cost of the assets exceeds its recoverable amount. An impairment loss if any, charged to P&L a/c. in the year in which the assets is identified as impaired. Reversal of impairment loss recognized in prior years is recorded when there is an indication that impairment loss recognized for the assets no longer exists or has decreased,

f. There are no parties which can be classified as small scale industries to whom the Company owes a sum exceeding Rs. 1 Lacs, which is outstanding for more than 30 days.

g. Balances in respect of some of the Debtors, Creditors, Loans and Advances are subject to confirmations.

h. CENVAT: Capital expenditure and raw materials have been taken at net value after adjusting CENVAT, wherever applicable as per guidelines issued by The Institute of Chartered Accountants of India..

i. In the opinion of the Board, the Current Assets, Loans and Advances have a value on realization in the ordinary course of business, the provisions for all known liabilities are adequate and not in excess than reasonably necessary.

j. During the year, the company had approached the Corporate Debt Restructuring (CDR) Cell for restructuring of the debts under the CDR mechanism. The company''s CDR proposal has been approved by the CDR Empowered Group and the company has given effect thereof in the books during the current financial year. As per the CDR scheme, 01st January,2012 was fixed as cut-off date. Interest Payable from cut-off date up to 31.03.13 is converted into FITL at the rate approved by CDR..

k. Technology up gradation and Modernisation of plant and machinery:-

The company experienced that the efficiency of plant and machineries, especially Spinning Machines have gone down and set up an in house Expert Group to suggest measures for Technology up gradation and Modernisation. As per their recommendations, old machines including Ring Frames, requiring expenditure towards repairs and maintenance consuming high power with low out put have been identified and shifted to workshop/godowns for appropriate action.

l. Figures of previous year have been re-grouped/re-arranged wherever necessary to confirm to this year''s classification.

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Mar 31, 2012

* Rs 9,089.19 (previous year Rs 14508.94 Lacs)Secured by 1st Charge over the Fixed Assets both Movable and Immovable assets of Textile division of the company and 2nd Charge over the entire current Assets of the Company and Personal guarantee of Mr. Saurabh K. Tayal, Advisor of the Company and Corporate guarantee of M/s. Kalameshwar Textile Mills Ltd.

[Terms of Repayment 6 Years]

*Term Loan of Rs 27,150.33 Lacs (Previous Year Rs 28,261 Lacs) is Secured by 1st Mortgage Charge on the shopping mall Empress City, Nagpur.

[Terms of Repayment 8 Years]

a. Employee benefits :

i. Provident fund has been paid regularly in time by the company

ii. Gratuity and Leave encashment are accounted for in cash basis as and when paid.

b. i. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes as a substantial period of time to get ready for its intended use or sale.

ii. All other borrowing costs are charged to revenue in the period in which they are incurred.

c. The company has two business segment namely "Textiles" and "Real Estate" hence segment reporting as required under AS-17 issued by ICAI and made mandatory w. e .f. 1/04/2001 for certain business enterprises is applicable in case of company,

d. Contingent Liabilities and Commitments (to the extent not provided for) : (Rs in Lacs)

Particular As at 31st March 2012 As at 31st March 2011

(i) Contingent Liabilities :

(a)Claims against the company not acknowledge as debt --.-- --.--

(b)Guarantees given by the Company 365.11 426.71

(c)Corporate Guarantee Given : --.-- --.--

e. Deferred Tax assets & Liabilities

Deferred tax has been provided in a accordance with the Accounting Standard-22 - "Accounting for taxes on income" issued by the ICAI applicable with effect from 1st April 2001. The Accumulated Deferred tax liability as on 31st March, 2012 amounting to Rs 466.36 Lacs is the difference between the book depreciation and tax depreciation.

f. Impairment of Assets:-

The carrying cost of assets are reviewed at each balance sheet date to find out any indication of impairment based on the internal & external factors. An assets is treated as impairment when the carrying cost of the assets exceeds its recoverable amount. An impairment loss if any, charged to P&L a/c. in the year in which the assets is identified as impaired. Reversal of impairment loss recognized in prior years is recorded when there is an indication that impairment loss recognized for the assets no longer exists or has decreased,

g . There are no parties which can be classified as small scale industries to whom the Company owes a sum exceeding Rs 1 Lacs, which is outstanding for more than 30 days. j. Balances in respect of some of the Debtors, Creditors, Loans and Advances are subject to confirmations.

h. CENVAT: Capital expenditure and raw materials have been taken at net value after adjusting CENVAT, wherever applicable as per guidelines issued by The Institute of Chartered Accountants of India.

i. In the opinion of the Board, the Current Assets, Loans and Advances have a value on realization in the ordinary course of business, the provisions for all known liabilities are adequate and not in excess than reasonably necessary.

j. Foreign Currency Transaction:-

Foreign Currency Transaction are accounted for at the rate prevailing on the date transactions. Earning In Foreign Currency (Current Year) NIL Raised through FCCB for Textile Expansion which has been used for the said purpose mentioned in the offer document $ 80 Million (Prev.year.$ 80 Million) & interest payment of Rs 649.31 Lacs

k Break-up Expenditure on employees who were in receipt of remuneration aggregating not less than Rs 2400000/-, if employed throughout the year or not less than Rs 200000/- p.m. if employed for part of the year

i. Employed throughout the year - Number of Employees NIL NIL

ii. Employed for the part of the year-Number of Employees NIL NIL

l. Figures of previous year have been re-grouped/re-arranged wherever necessary to confirm to this years classification .

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Mar 31, 2011

1. Retirement benefits :

a. Provident fund has been paid regularly in time by the company.

b. Gratuity and Leave encashment are accounted for in cash basis as and when paid.

2. a. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes as a substantial period of time to get ready for its intended use or sale. b. All other borrowing costs are charged to revenue in the period in which they are incurred.

3. The company has two business segment namely "Textiles" and "Real Estate" hence segment reporting as required under AS-17 issued by ICAI and made mandatory w. e .f. 1/04/2001 for certain business enterprises is applicable in case of company,

4. AS-18 Related Party Disclosure: AS per accounting Standard -18 "Related Party Disclosures" issued by ICAI related parties of the company and nature of relationship are as follows :

Related Party Nature of Relationship

Kalameshwar Textile Mills Ltd. 100% Subsidiary company

Reward Real Estate Co.Ltd. 100% Subsidiary company

Actif Corporation Ltd. Subsidiary company u/s 4(1)(a)

Ajay Ramesh Gupta Key Management person

7. Deferred Tax assets & Liabilities

Deferred tax has been provided in a accordance with the Accounting Standard-22 – "Accounting for taxes on income" issued by the ICAI applicable with effect from 1st April 2001.The Accumulated Deferred tax liability as on 31st March, 2011 amounting to Rs.398.19 Lacs is the difference between the book depreciation and tax depreciation.

8. Impairment of Assets

The carrying cost of assets are reviewed at each balance sheet date to find out any indication of impairment based on the internal & external factors. An assets is treated as impairment when the carrying cost of the assets exceeds its recoverable amount. An impairment loss if any, charged to P&L a/c. in the year in which the assets is identified as impaired. Reversal of impairment loss recognized in prior years is recorded when there is an indication that impairment loss recognized for the assets no longer exists or has decreased.

9. There are no parties which can be classified as small scale industries to whom the Company owes a sum exceeding Rs. 1 Lacs , which is outstanding for more than 30 days.

10. Balances in respect of some of the Debtors, Creditors, Loans and Advances are subject to confirmations.

11. CENVAT: Capital expenditure and raw materials have been taken at net value after adjusting CENVAT, wherever applicable as per guidelines issued by The Institute of Chartered Accountants of India.

12. NOTE ON SECURITY FOR LOAN:

a) Working Capital loan is secured by way of:

i. 1st pari-pasu charge on the current assets both present and future of the company.

ii. 2nd pari-pasu charge on the entire fixed assets both present and future of the company.Personal guarantee of Mr Saurabh K. Tayal, Chairman of the company.

b) Term Loan is secured by way of :

i. Term Loan of Rs.14508.94 Lacs is Secured by 1st Charge over the Fixed Assets both Movable and Immovable assets of Textile division of the company and 2nd Charge over the entire current Assets of the company and Personal guarantee of Mr Saurabh K. Tayal, Chairman of the Company and Corporate guarantee of M/s Kalameshwar Textile Mills Ltd.(repayment Rs.9618 Lacs previous year Rs.8784.40Lacs).

ii. Term Loan of Rs.28261 Lacs is Secured by 1st Mortgage Charge on the Shopping Mall at Empress city, Nagpur.

13. In the opinion of the Board, the Current Assets, Loans and Advances have a value on realization in the ordinary course of business, the provisions for all known liabilities are adequate and not in excess than reasonably necessary.

17. Foreign Currency Transaction:

Foreign Currency Transaction are accounted for at the rate prevailing on the date transactions.Earning In Foreign Currency (Current Year) NIL Raised through FCCB for Textile Expansion which has been used for the said purpose mentioned in the offer document $ 80 Million (Prev.year.$ 80 Million) & interest payment of Rs.705.27Lacs (Prev yr.934.13 Lacs).

19. Contingents liabilities for the period ended on 31st March,2011 in respect of Bank Guarantees is Rs. 426.71 lacs.

20. The Company has made an advance of Rs. 360 Lacs to National Textile Corporation Towards Joint venture in respect of Akola, Nanded, Dhule, Chalisgaon & Hinganghat Mills.

21. Figures of previous year have been re-grouped/re-arranged wherever necessary to confirm to this years classification.

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Mar 31, 2010

1. Retirement benefits :

a. Provident fund has been paid regularly in time by the company

b. Gratuity and Leave encashment are accounted for in cash basis as and when paid.

2. (a) Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes as substantial period of time to get ready for its intended use or sale. (b) All other borrowing costs are charged to revenue in the period in which they are incurred.

3 The company has two business segment namely "Textiles" and "Real Estate" hence segment reporting as required under AS-17 issued by ICAI and made mandatory w. e .f. 1/04/2001 for certain business enterprises is applicable in caseof company, But during the year company dealt with only Textiles activity, so all figure of Balance sheet and Profit & Loss A/c are belong to Textiles segment only.

4. AS-18 Related Party Disclosure: AS per accounting Standard -18 "Related Party Disclosures" issued by ICAI related parties of the company and nature of relationship are as follows :

Related Party Nature of Relationship

Kalameshwar Textile Mills Ltd. 100% Subsidiary company

Reward Real Estate Co.Ltd. 100% Subsidiary company

Actif Corporation Ltd Subsidiary company u/s 4(1 )(a)

Ajay Ramesh Gupta Key Management person

5. Deferred Tax assets & Liabilities

Deferred tax has been provided in a accordance with the Accounting Standard-22 - "Accounting for taxes on income" issued by the ICAI applicable with effect from 1st April 2001 The Accumulated Deferred tax liability as on 31st March, 2010 amounting to Rs.2191.35 Lacs is the difference between the book depreciation and tax depreciation.

6. Impairment of Assets:-

The carrying amounts of assets are reviewed at each balance sheet date, if there is an indication of impairment based on the internal & external factors. An assets is treated as impairment when the carrying cost of the assets exceeds its recoverable amount. An impairment loss if any, charged to P&L a/c. in the year in which the assets is identified as impaired. Reversal of impairment loss recognized in prior years is recorded when there is an indication that impairment loss recognized for the assets no longer exists or has decreased,

7. There are no parties which can be classified as small scale industries to whom the Company owes a sum exceeding Rs. 1 Lacs , which is outstanding for more than 30 days

8. Balances in respect of some of the Debtors, Creditors, Loans and Advances are subject to confirmation.

9. CENVAT: Capital expenditure and raw materials have been taken at net value after adjusting CENVAT, wherever applicable as per guidelines issued by The Institute of Chartered Accountants of India.

10. NOTE ON SECURITY FOR LOAN:

a) Working Capital loan is secured by way of:

i. 1st pari-pasu charge on the current assets both present and future of the company. ii. 2nd pari-pasu charge on the entire fixed assets both present and future of the company.Personal guarantee of Mr Saurabh K. Tayal, Chairman of the company

b) Term Loan is secured by way of:

i. Term Loan of Rs.18553.74 Lacs is Secured by 1st Charge over the Fixed Assets both Movable and Immovable assets of Textile division of the company and 2nd Charge over the entire current Assets of the company and Personal guarantee of Mr Saurabh K. Tayal, Chairman of the Company and Corporate guarantee of M/s Kalameshwar Textile Mills Ltd.(repayment 8784.40Lacs previous year Rs.4572.40Lacs)

ii. Term Loan of Rs.26700 Lacs is Secured by 1st Mortgage Charge on the Shopping Mall at Empress city, Nagpur 13 In the opinion of the Board, the Current Assets, Loans and Advances have a value on realization in the ordinary course of business, the provisions for all known liabilities are adequate and not in excess than reasonably necessary.

11. Foreign Currency Transaction:-

Foreign Currency Transaction are accounted for at the rate prevailing on the date transactions.Earning In Foreign Currency (Current Year) NIL Raised through FCCB for Textile Expansion which has been incurred for the said purpose mentioned in the offer document (Previous Year. $80 Million) & interest payment of Rs.934.13 Lacs

12. Break-up Expenditure on employees who were in receipt of remuneration aggregating not less than Rs. 2400000/-, if employed throughout the year or not less than Rs. 200000/- p.m. if employed for part of the year

a Employed throughout the year - Number of Employees NIL NIL

b Employed for the part of the year-Number of Employees NIL NIL

13. Contingents liabilities for the period ended on 31st March,2010 in respect of Bank Guarantee is Rs. 293.23 lacs

14. The Company has made an investment in shares of Asahi fibres Ltd amounting to Rs. 160 Lacs (16000000 equity shares of Rs.1 each ).The trading in shares of the said Company was suspended by Bombay Stock exchange due to non-compliance of Listing agreement by the provision Management. Hence no market price is available

15. The Company has made an advance of Rs.360 Lacs to National Textile Corporation Towards Joint venture in respect of Akola, Nanded.Dhule, Chalisgaon &Hinganghat Mills.

16. Figures of previous year have been re-grouped/re-arranged wherever necessary to confirm to this years classification.