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Notes to Accounts of Rupa & Company Ltd.

Mar 31, 2016

1. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2. As per information available with the company there are no suppliers covered under Micro, Small and Medium Enterprise Development Act, 2006. As a result, no interest provision/ payment have been made by the company to such creditors, if any.

3. Employee Benefit (Defined Benefit Plan)

The Company has a defined benefit gratuity plan. Every employee who has completed at least five years or more of service is entitled to Gratuity on terms as per the provisions of The Payment of Gratuity Act, 1972. The Company has got an approved gratuity fund which has taken an insurance policy with Life Insurance Corporation of India (LIC) to cover the gratuity liabilities.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the plan.

4. Segment Reporting

There is only one primary business segment i.e. "Garments & Hosiery goods and related services" and hence no separate segment information is disclosed in this financial.

Secondary information is reported geographically.

5. Previous year figures including those given in brackets have been regrouped/re-arranged wherever necessary.


Mar 31, 2015

1 CORPORATE INFORMATION

Rupa & Company Limited (the Company) is a public company domiciled in India. Its shares are listed on the National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. The Company is primarily engaged in manufacture of hosiery products in knitted undergarments, casual wears and thermal wears. It also has a Power Generation Unit operated on Windmill process.

2 BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) The Company has prepared these financial statements to comply in all material respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3 There is no change in the number of shares in the current year and last year.

Terms / Rights attached in Equity Shares

The Company has only one class of equity shares having a par value of Rs. 1/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

During the year ended March 31,2015, the Company has proposed final dividend of Rs. 2.75 per share (31st March, 2014: Rs. 2.50 per share)

4 LONG TERM BORROWINGS

a) Secured Term Loan

Term loan from a bank is secured by first charge by way of hypothecation of movable fixed assets and mortgage of immovable fixed assets of Domjur Unit. Further term loan of Rs. 500,00,000 (31st March, 2014: Rs. 152,222,222) is secured by personal guarantee of 3 Directors of the Company.

Term Loan with a balance of Rs. 5,00,00,000 (31st March, 2014: Rs. 72,222,222) is repayable in 9 equal quarterly installments of Rs. 5,555,556 by 14th June, 2017 and carries interest @ 12.40% per annum. Term Loan with a balance of Rs. 54,444,445 (31st March, 2014: Rs. 70,000,000) is repayable in 14 equal quarterly installments of Rs. 3,888,889 starting from 24th June, 2014 and ending on 28th September, 2018 and carries interest @ 12.30% per annum.

b) Unsecured Term Loan

Term Loan of 15,634,585 (Sanctioned Amount Rs. 35,000,000) is repayable in 10 equal quarterly installments of Rs. 3,500,000 by 31st March, 2018 and carries interest @ 11.50% per annum. The loan is to be secured by first charge by way of hypothecation of movable fixed assets and mortgage of immovable fixed assets of Domjur unit. Pending creation of the charge, the loan is disclosed as unsecured.

5 Contingent Liabilities (Amount in Rs. )

March 31, 2015 March 31, 2014

a) Demands / claims by various government authorities and others not acknowledged as debts and contested by the government

Income Tax matters 15,67,760 15,67,760

Sales Tax matters 5,71,14,600 4,02,18,098

* 5,86,82,360 4,17,85,858

b) Bank Guarantees outstanding 2,47,34,424 2,26,97,424

c) Letter of Credits issued by the Banks 2,58,74,301 1,71,47,802



d) The Income Tax Department had conducted a search and seizure operation on the Company''s various locations from 7th November, 2013 to 8th November, 2013 under section 132 of the Income Tax Act, 1961. No order / demand, consequent to search operation, has so far been received by the Company from the Income Tax Department and thus liability, if any, arising out of such search and seizure is not presently ascertainable.

e) During the year 2013-14, the 2,35,63,135 1,55,99,368 Company had challenged, before the Hon''ble High Court of Calcutta, the imposition of entry tax by the State Government of West Bengal on receipt of materials from outside the state on the ground that such imposition of entry tax is ultra vires / unconstitutional. The Company has received a favorable interim order dated June 5, 2013 and the matter is presently sub judice.Accordingly, the liabiity of Rs. 23,563,135 (31st March, 2014: Rs. 15,599,368) has not been provided for *

* The management believes that it is possible but not probable that action will succeed and accordingly no provision there against is considered necessary

6 Employee Benefit (Defined Benefit Plan)

The Company has a defined benefit gratuity plan. Every employee who has completed at least five years or more of service is entitled to Gratuity on terms as per the provisions of The Payment of Gratuity Act, 1972. The Company has got an approved gratuity fund which has taken an insurance policy with Life Insurance Corporation of India (LIC) to cover the gratuity liabilities.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the plan.

7 Operating lease :

Certain office premises, godowns, etc. are held on operating lease. The leases range upto 3 years and are renewable for further year either mutually or at the option of the Company. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease agreements. There are no subleases. The leases are cancellable.

8 Segment reporting

There is only one primary business segment i.e. "Garments & Hosiery goods and related services" and hence no separate segment information is disclosed in this financial.

Secondary information is reported geographically.

Geographical segments

9 Related Party Disclosure

Names of related parties and related party relationship Related parties where control exists

Euro Fashion Inners International Pvt. Ltd.

Subsidiary Companies

Imoogi Fashions Pvt. Ltd.

Related parties with whom transactions have taken place during the year

Key Management Personnel

Mr. P R Agarwala Chairman

Mr. G P Agarwala Vice Chairman

Mr. K B Agarwal Managing Director

Mr. Ramesh Agarwal Executive Director

Mr. Mukesh Agarwal Executive Director

Relatives of Key Management Personnel

Mr. Suresh Agarwal Son of Mr. P.R.Agarwala

Mr. Manish Agarwal Son of Mr. G.P.Agarwala

Mr. Ravi Agarwal Son of Mr. K.B.Agarwal

Mr. Vikash Agarwal Son of Mr. K.B.Agarwal

Mr. Rajnish Agarwal Son of Mr. G.P.Agarwala

Mr. Sidhant Agarwal* Grand-Son of Mr. P.R.Agarwala

Mrs. Rekha Patodia** Daughter of Mr. P.R.Agarwala

Mrs. Shanti Devi Agarwal Wife of Mr. P.R.Agarwala

Mrs. Puspa Devi Agarwal Wife of Mr. G.P.Agarwala

Mrs. Lalita Devi Agarwal Wife of Mr. K.B.Agarwal

Mrs. Seema Agarwal Wife of Mr. Ramesh Agarwal

Mrs. Seema Agarwal Wife of Mr. Mukesh Agarwal

* with effect from 01.06.2014 ** with effect from 02.02.2015

Enterprises owned or Binod Hosiery significantly influenced by key management Salasar Projects and Estates Pvt. Ltd. personnel or their relatives Sidhant Flats & Apartments Pvt Ltd.

Salasar Infrastructure Ltd.

Rupa Spinners Ltd.

Salasar Developers & Garments Pvt Ltd.

Bajrangbali Projects Ltd.

Sidhant Textiles Pvt Ltd.

Ganesh Enclave Ltd.

Ravi Global Pvt Ltd.

Kadambari Impex & Agency Pvt Ltd.

Rajnish Enterprises Ltd.

Purvanchal Leasing Ltd.

Siddhant Credit Capital Ltd.

K B & Sons - HUF

Mukesh Kumar Agarwal - HUF

Ghanshyam Prasad Manish Kumar - HUF

Prahalad Rai Suresh Kumar - HUF

Rupa Dyeing & Printing Pvt Ltd.

10 Previous year figures including those given in brackets have been regrouped/re-arranged wherever necessary.


Mar 31, 2014

1. CORPORATE INFORMATION

Rupa & Company Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 and is listed on the National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Calcutta Stock Exchange Ltd. and the Jaipur Stock Exchange Ltd. The Company is engaged in manufacture of hosiery products in knitted undergarments, casual wears and thermal wears. It also has a Power Generation Unit operated on Windmill process.

(Amount in Rs.)

As at As at March 31,2014 March 31, 2013

2 CONTINGENT LIABILITIES

a) Demands / claims by various government authorities and others not acknowledged as debts and contested by the government

Income Tax matters 1,567,760 1,567,760

Sales Tax matters 40,218,098 37,786,265

* 41,785,858 39,354,025

b) Bank Guarantees outstanding 22,697,424 62,487,257

c) Letter of Credits issued by the Banks 17,147,802 -

* The management believes that it is possible but not probable that action will succeed and accordingly no provision there against is considered necessary

3 During the year, the Company has challenged, before the Honorable High Court of Calcutta, the imposition of entry tax by the State Government of West Bengal on receipt of materials from outside the state on the ground that such imposition of entry tax is ultra vires / unconstitutional. The Company has received a favorable interim order dated June 5, 2013 and the matter is presently sub judice.

4 EMPLOYEE BENEFIT (DEFINED BENEFIT PLAN)

The Company has a defined benefit gratuity plan. Every employee who has completed at least five years or more of service is entitled to Gratuity on terms as per the provisions of The Payment of Gratuity Act, 1972. The Company has got an approved gratuity fund which has taken an insurance policy with Life Insurance Corporation of India (LIC) to cover the gratuity liabilities.

The following tables summarize the components of net benefit expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet for the plan.

The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on the date, applicable to the year over which the obligation is to be settled.

5 OPERATING LEASE

Certain office premises, godowns, etc. are held on operating lease. The leases range upto 3 years and are renewable for further year either mutually or at the option of the Company. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease agreements. There are no subleases. The leases are cancellable.

6 SEGMENT REPORTING

The Company has re-assessed its business segments during the year. Accordingly, (a) Sales and (b) Services out of the primary business segment reported in the previous year are regrouped and considered as one single segment. Further, Power Generation segment reported in the previous years not considered as a separate segment as it is an insignificant activity and not a separate line of business of the Company and Income from power generation is presented as "Other Operating Revenue".

In view of the above, there is only one primary business segment i.e. Garments & Hosiery goods and related services and hence no separate segment information is disclosed in this financial.

Secondary information is reported geographically.

Geographical segments

The Company primarily operates in India and therefore analysis of geographical segment is demonstrated into Indian and overseas operation as under:

7 RELATED PARTY DISCLOSURE

Names of related parties and related party relationship Related parties where control exists Subsidiary Companies Euro Fashion Inners International Pvt. Ltd.

Imoogi Fashions Pvt. Ltd.

Names of related parties and related party relationship Related parties with whom transactions have taken place during the year

Key Management Personnel

Mr. P. R. Agarwala Chairman

Mr. G. P. Agarwala Vice Chairman

Mr. K. B. Agarwal Managing Director

Mr. Ramesh Agarwal Executive Director

Mr. Mukesh Agarwal Executive Director

Relatives of Key Management Personnel

Late Baijnath Agarwal Father of Mr. P.R.Agarwala

Mr. Suresh Agarwal Son of Mr. P.R.Agarwala

Mr. Manish Agarwal Son of Mr. G.P.Agarwala

Mr. Ravi Agarwal Son of Mr. K.B.Agarwal

Mr. Vikash Agarwal Son of Mr. K.B.Agarwal

Mr. Rajnish Agarwal Son of Mr. G.P.Agarwala

Mrs. Shanti Devi Agarwal Wife of Mr. P.R.Agarwala

Mrs. Puspa Devi Agarwal Wife of Mr. G.P.Agarwala

Mrs. Lalita Devi Agarwal Wife of Mr. K.B.Agarwal

Mrs. Seema Agarwal Wife of Mr. Ramesh Agarwal

Mrs. Seema Agarwal Wife of Mr. Mukesh Agarwal

Mrs. Sarita Patwari Daughter of Mr. G. P. Agarwala

Enterprises owned or significantly influenced by key management personnel or their relatives

Binod Hosiery

Salasar Projects and Estates Pvt. Ltd.

Sidhant Flats & Apartments Pvt. Ltd.

Salasar Infrastructure Ltd.

Rupa Spinners Ltd.

Salasar Developers & Garments Pvt. Ltd.

Bajrangbali Projects Ltd.

Sidhant Textiles Pvt. Ltd.

Ganesh Enclave Ltd.

Ravi Global Pvt. Ltd.

Kadambari Impex & Agency Pvt. Ltd.

Rajnish Enterprises Ltd.

Purvanchal Leasing Ltd.

Siddhant Credit Capital Ltd.

K B & Sons - HUF

Mukesh Kumar Agarwal - HUF

Ghanshyam Prasad Manish Kumar - HUF

Prahalad Rai Suresh Kumar - HUF

It is not possible to identify consumption of spare parts separately and hence consumption of stores and spares is shown above

8 The figures for previous year were audited by a firm of Chartered Accountants other than S. R. Batliboi & Co. LLP. Previous year figures including those given in brackets have been regrouped/re-arranged wherever necessary.


Mar 31, 2013

1. CORPORATE INFORMATION

Rupa & Company Limited (the Company) is engaged in manufacture of hosiery products in knitted undergarments, casual wears and thermal wears. It has a Power Generation Unit operated on Windmill process. The Company is a public limited company and is listed on the National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Calcutta Stock Exchange Ltd. and the Jaipur Stock Exchange Ltd.

2) The above Cash Flow Statement has been prepared pursuant to Clause 31 of Listing Agreement with Stock Exchange and under the indirect method set out in AS-3 notified under sub-section 3(c) of section 211 of the Companies Act, 1956.

3) Significant Accouting Policies and Notes to Accounts form an integral part of the Cash Flow Statement.

4) Cash & Cash Equivalents represents :

5) Previous year figures have been re-grouped/reclassified to confirm to current year''s classification.


Mar 31, 2012

1. GENERAL INFORMATION

Rupa & Company Limited (the Company) is engaged in manufacture of hosiery products and has the highest market share in knitted undergarments and casual wear in India and the Middle East. The Company owns a number of leading knitted innerwear and intimate wear brands catering to innerwear casual wear and thermal wear markets for men women and kids. It also has a Power Generation Unit which uses the Windmill process. The Company has manufacturing Plants in India and also gets various manufacturing done through jobbers. The Company primarily sells in India and the Middle East through own retail outlets as well as independent retailers. The Company is a public limited company and is listed on the National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Calcutta Stock Exchange Ltd. and the Jaipur Stock Exchange Ltd.

2. In the absence of any confirmation from vendors regarding the status of their registration under the "Micro, Small and Medium Enterprises Development Act 2006", the Company is unable to make provision wherever required under the said Act.

March 31, 2012 March 31, 2011

3. CONTINGENT LIABILITIES

Bank Guarantee 9,075,000 4,519,000

Sales Tax matters (under appeal) 32,285,172 32,285,172

Total 41,360,172 36,804,172

(a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

4. RELATED PARTY DISCLOSURE

(i) As per the Accounting Standard on 'Related Party Disclosure' notified in sub-section 3(C) of Section 211 of Act, the related parties of the Company are as follows :

Key Management Personnel

Mr.P.R.Agarwala Chairman

Mr.G.P.Agarwala Vice Chairman

Mr.K.B.Agarwal Managing Director

Mr.RameshAgarwal Executive Director

Mr.MukeshAgarwal Executive Director

Relatives of Key Management Person

Mr.Baijnath Agarwal

Mr.Manish Agarwal

Mr.Ravi Agarwal

Mr.Vikash Agarwal

Mr.Rajnish Agarwal

Mrs. Puspa Devi Agarwal

Mr.Suresh Agarwal

Subsidiaries

Euro Fashion Inners International Pvt. Ltd. Imoogi Fashions Pvt. Ltd.

Other Associates

Binod Hosiery

Salasar Project and Estates Pvt. Ltd.

Sidhant Flats & Apartments Pvt. Ltd.

Salasar Infrastructure Ltd.

Rupa Spinners Ltd.

Salasar Developers & Garments Pvt Ltd.

Bajrangbali Projects Ltd.

SidhantTextilesPvt.Ltd.

Ganesh Enclave Ltd.

Ravi Global Pvt. Ltd.

Kadambarilmpex & Agency Pvt. Ltd.

5. PREVIOUS YEAR FIGURES

The financial statements for the year ended March 31, 2011 had been prepared as per the then 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 of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 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.

 
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