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Notes to Accounts of Rupa & Company Ltd.

Mar 31, 2022

a) Reconciliation of the number of shares at the beginning and at the end of the year

There has been no change/ movements in number of shares outstanding at the beginning and at the end of the year.

b) Terms/ Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of '' 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.

For the year ended March 31,2022 the Company has proposed dividend of '' 3/- per share (March 31,2021: '' 5/- per share including a special dividend of '' 2/- per share as a mark of gratitude to the shareholders during pandemic) subject to approval of members in the ensuing Annual General Meeting.

c) Shareholding Pattern with respect of Holding or Ultimate Holding Company

The Company does not have any Holding Company or Ultimate Holding Company.

Nature and purpose of other reserves

i) Capital Reserve

This reserve has been created pursuant to scheme of arrangement between company and its wholly owned subsidiary and can be utilized in accordance with the provisions of the Companies Act, 2013.

ii) Securities Premium Reserve

Securities premium reserve represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act , 2013.

iii) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

iv) Retained Earnings

This reserve represents the cumulative profit of company and effects of remeasurement of defined benefit obligation. This reserve can be utilised in accordance with the provisions of Companies Act, 2013 .

v) Remeasurement of Defined Benefit Plans

Remeasurement of defined benefit plans comprises actuarial gains and losses and return on plan asset (excluding interest income) which are recognised in other comprehensive income and then immediately transferred to retained earnings.

1. There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

2. Terms & conditions

a) Term Loan with a balance of '' 312.56 lakhs (March 31, 2021: '' 562.60 lakhs ) is repayable in 5 equal quartely installments of '' 62.51 lakhs and carries interest @ 8.90% to 9.15% per annum (March 31,2021: @ 8.90% to 9.15% per annum). The said Term Loan having sanction limit of '' 1150.00 lakhs is secured by first charge by way of hypothecation of specific Property, Plant and Equipment funded by bank.

b) Term Loan with a balance of '' 558.83 lakhs (March 31, 2021: '' 685.35 lakhs) is repayable in 53 equal monthly installments of ''10.54 lakhs and carries interest @ 9 % per annum (March 31,2021: 9%). The said Term Loan having sanction limit of '' 1445.00 lakhs is secured by first charge by way of hypothecation of specific Property, plant and Equipment funded by bank.

c) Term Loan with a balance of '' 482.70 lakhs (March 31,2021: ''685.23 lakhs ) is repayable in 10 equal quaterly installments of '' 43.88 lakhs and one quartely installment of '' 41.88 lakhs and last installment of '' 2.00 lakhs and carries interest @ 8.85 % per annum (March 31, 2020: 8.85%). The said Term Loan having sanction limit of '' 800.00 lakhs is secured by exclusive charge by way of hypothecation of specific Property, Plant and Equipment funded by bank.

d) Term Loan with a balance of '' 233.00 lakhs (March 31,2021: Nil) is repayable in 17 equal quaterly installments of ''13.71 lakhs and carries interest @ 8.85 % per annum (March 31, 2021: Nil). The said Term Loan having sanction limit of '' 300.00 lakhs is secured by first charge by way of hypothecation of specific Property, Plant and Equipment and machinery funded by bank .

e) Term Loan with a balance of '' 690.05 lakhs (March 31, 2021: Nil) is repayable in 2 quarterly instalments of '' 0.10 lakhs starting from April 05, 2022 and balance amount is repayable in 18 equal quarterly installments of '' 38.33 lakhs and carries interest @ 7.35 % per annum (March 31, 2021: Nil). The said Term Loan having sanction limit of '' 740.00 lakhs is secured by first charge by way of hypothecation of specific Property, Plant and Equipment funded by bank.

f) No loans have been guaranteed by the directors.

Terms & Conditions :

a) Working Capital facilities (limit ''36,300.00 lakhs and PY ''28,300.00 lakhs) are secured by hypothecation of inventories/ book debts and other current assets of the Company and further secured by second charge of movable and immovable Property, Plant and Equipment of Domjur Unit, West Bengal.

b) Working Capital facilities carries interest @ 2.50% to 11.00% p.a. (March 31,2021: @3.00% to 11.00% p.a.)

A. Nature of goods and services

The following is a description of principal activities separated by reportable segments from which the Company generates its revenue

a) The Company is engaged in the manufacturing of hosiery products and generates revenue from the sale of hosiery products and the same is only the reportable segment of the Company.

* During the year 2013-14, the 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 favourable interim order dated June 05, 2013 and the matter is presently sub judice. Accordingly, the liabiity (including interest) has not been provided in books of accounts.

Note:

The amount shown above represents the best possible estimate arrived at on the basis of available information. The uncertanities are dependent on outcome of different legal processes. The timing of future cash flows will be determinable only on receipt of judgements/decisions pending with various forums/authorities. The Company does not expect any reimbursements against above.

b) The Code on Social Security, 2020 (Code) related to various employee benefits received Presidential assent in September, 2020 and has been published in the Gazette of India. However, the date on which the Code will come in effect has not been notified and the final rules/ interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

Note 40 | Dividend_

The Board of Directors at its meeting held on May 23, 2022 have recommended a payment of final dividend of '' 3/- per equity share of face value of '' 1/- each for the financial year ended March 31,2022. The same amounts to '' 2,385.74 lakhs. The same is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognized as a liability.

Note 41 | 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 with Life Insurance Corporation of India (LIC) to cover the gratuity liabilities. However, in terms of new regulations/conditions issued by the gratuity fund, employees who have joined the Company during the year are not eligible to register for the existing fund maintained with LIC and thus the gratuity liability for such employees who have joined the Company during the year and for employees of division merged pursuant to scheme of arrangement is unfunded.

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 remuneration to the Key Management Personnel and relatives of the Key Management Personnel does not include provision made for Gratuity as it is determined on an actuarial basis for the Company as a whole.

Note 43 | Leases_

I. The Company has entered into agreements for taking on lease certain offices/ manufacturing units / warehouses on lease and licence basis. The lease term is for a period ranging from 3 to 30 years, on fixed rental basis with escalation clauses in the lease agreements. In addition to the above, the Company has certain leasehold land under finance lease arrangements for terms ranging from 86 to 90 years which has been reclassified from property, plant and equipment to right of use assets during the earlier year.

The changes in the carrying value of right of use assets for the year ended March 31,2022 are disclosed in Note 4(b).

III. Contractual maturities of lease liabilities

As per the requirement of Ind AS-107, maturity analysis of lease liabilities have been shown under maturity analysis for financial liabilities under Liquidity risk (Refer Note No. 48(b)(b)(i)). The below table provides details regarding the contractual maturities of lease liabilities on undiscounted basis:

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Maker (CODM). The Chief Executive Officer of the Company being the CODM, assesses the financial performance and position of the Company and makes strategic decisions. The CODM primarily uses Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) as performance measure to assess the performance of the operating segments. However, the CODM also receives information about the segment''s revenues, segment assets and segment liabilities on regular basis.

A. Description of segment

The Company is principally engaged in a single business segment viz., Hosiery Products.

The Company''s objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. Apart from internal accrual, sourcing of capital is done through judicious combination of equity and borrowing, both short term and long term. Refer Note No. 50 for ratios monitored for capital management.

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note No. 3.12 to the financial statements.

(a) Fair Value of Financial Asset & Liabilities

The Company has measured its Financial Asset and Financial Liabilities at Amortised Cost. Hence no separate disclosure has been given for fair value hierarchy.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The carrying value of trade receivables, trade payables, cash and cash equivalents, loans, borrowings and other current financial assets and liabilities approximate their fair values largely due to the short-term maturities.

(b) Financial Risk Management

The Company has a Risk Management Policy which covers risk associated with the financial assets and liabilities. The Risk Management Policy is approved by the Directors. The different types of risk impacting the fair value of financial instruments are as below:

(a) Credit risk

The credit risk is the risk of financial loss arising from counter party failing to discharge an obligation. The credit risk is controlled by analysing credit limits and credit worthiness of customers on continuous basis to whom the credit has been granted, obtaining necessary approvals for credit and taking security deposits from trade channels.

(i) Trade receivables

Customer credit risk is managed by the Company subject to the Company''s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and major customers are generally secured by obtaining security deposits/bank guarantee or other forms of credit insurance. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivable disclosed in note no. 13.

The Company determines its liquidity requirement in the short term and long term. The Company manage its liquidity risk in a manner so as to meet its financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has arranged for diversified funding sources and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Besides, it generally has certain undrawn credit facilities which can be assessed as and when required; such credit facilities are reviewed at regular basis.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk. Financial instruments affected by market risk include borrowings, trade receivable and trade payable.

(i) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of the Company''s financial instruments will fluctuate because of changes in market interest rates.

The Company is exposed to risk due to interest rate fluctuation on long term borrowings. Such borrowings are based on fixed as well as floating interest rate. Interest rate risk is determined by current market interest rates, projected debt servicing capability and view on future interest rate. Such interest rate risk is actively evaluated and is managed through portfolio diversification and exercise of prepayment/refinancing options where considered necessary.

The Company is also exposed to interest rate risk on surplus funds parked in fixed deposits . To manage such risks, such investments are done mainly for short durations, in line with the expected business requirements for such funds.

(c) Foreign Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company does not have significant foreign currency exposure and hence, is not exposed to any significant foreign currency risk.

(i) Unhedged Foreign Currency Exposure

The Company''s exposure to foreign currency in USD at the end of the reporting period expressed in INR is as follows:

(ii) The Company''s exposure to unhedged foreign currency being not significant, sensitivity analysis has not been done for the same.

(d) Other Risk

The Company is periodically monitoring the situation arising due to COVID 19 pandemic considering both internal and external information available upto the date of the approval of these Standalone Financial Statements and has assessed the recoverability of the carrying value of its assets on March 31,2022. Based on the assessment, the Company does not anticipate any material impact on these standalone financial statements.

A) The Board of Directors at its meeting held on December 09, 2020 has approved a Scheme of Arrangement ("the Scheme”) between the company and it''s wholly owned subsidiary, M/s Oban Fashions Pvt. Ltd. (OFPL) wherein the premium brand undertaking of OFPL shall be demerged and transferred to the Company having an appointed date of April 1,2021. The Hon''ble National Company Law Tribunal, Kolkata (Parent Company) & Mumbai (Subsidiary Company) vide its orders dated July 26, 2021 and November 25, 2021 respectively has sanctioned the aforesaid Scheme. A copy of the order was filed with the Registrar of Companies, on January 17, 2022 in accordance with the applicable provisions of the Companies Act 2013 and accordingly the Scheme became effective from January 17, 2022 upon completion of necessary formalities.

B) The merger has been accounted under the ''pooling of interests'' method in accordance with Appendix C of Ind AS 103 ''Business Combinations'' and impact has been considered from the beginning of the preceding year i.e. April 1,2020. Accordingly, the operations of the demerged division (premium brand undertaking of OFPL) for the period April 1, 2020 till March 31, 2021 was given effect by restating the financial statement of the Company for the previous year i.e. financial year ended March 31,2021. The restated financial statements of the Company has been approved by the Board of Directors of the Company at their meeting held on February 08, 2022.

C) Pursuant to the Scheme of Arrangement :

i) The Company has recorded all assets and liabilities of the demerged division of OFPL at their respective book values thereof as appearing in the books of the OFPL as at April 1,2020 . The balances of Assets and liabilities as stated above has been considered based on the audited financial statements of OFPL as at and for the year ended March 31,2020 which was approved by the Board of the directors at their meeting held on June 25,2020.

ii) The difference, between the book value of the assets over the liabilities of the demerged division of OFPL after adjusting impact of reduction of Equity & Preference Share Capital of OFPL and elimination of inter-company adjustments has been recorded as Capital Reserve in the books of the company. Summary of relevant information has been provided below:”

Note 52 | Other Statutory Information_

(a) Relationship with Struck off Companies

The Company do not have any transactions with company''s struck off during the current and previous financial year.

(b) Disclosure in relation to undisclosed income

The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the current and previous financial year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(c) Details of Benami Property held

The Company does not have any Benami property. Further, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(d) Registration of charges or satisfaction with Registrar of Companies (ROC)

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period as at March 31,2022.

(e) Details of Crypto Currency or Virtual Currency

The Company have not traded or invested in Crypto currency or Virtual Currency during the current and previous financial year.

(f) Utilisation of Borrowed Fund & Share Premium

i) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) Disclosure for no wilful default

The Company has not been declared as a wilful defaulter by any bank or financial institution or government or any

government authority.

(h) Compliance with number of layers of Companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with

Companies (Restriction on number of Layers) Rules, 2017.

Note 53 | Previous year figures have been reclassified/regrouped wherever considered necessary._


Mar 31, 2018

1. CORPORATE AND GENERAL INFORMATION

Rupa & Company Limited (the Company) was incorporated in India in the year 1985 and having its registered office in Metro Towers, 8th Floor , 1, Ho Chi Minh Sarani, Kolkata - 700 071 .

The Company is a Public Limited Company domiciled in India & is incorporated under provision of Companies Act applicable in India. Its shares are listed on the National Stock Exchange of India Ltd. and BSE 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. The Financial statements are approved for issue by the Company’s Board of Directors on May 23, 2018

2. BASIS OF ACCOUNTING

2.1 Statement of Compliance

These financial statements have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) as prescribed by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (“the Act”), read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), other relevant provisions of the Act and other accounting principles generally accepted in India.

The financial statements for all periods up to and including the year ended March 31, 2017, were prepared in accordance with Generally Accepted Accounting Principles (GAAP) in India, which includes the accounting standards prescribed under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and other provisions of the Act (collectively referred to as “Indian GAAP”). These financial statements for the year ended March 31, 2018 are the first Ind AS Financial Statements with comparatives, prepared under Ind AS. The Company has consistently applied the accounting policies used in the preparation of its opening Ind AS Balance Sheet as at April 01, 2016 throughout all periods presented, as if these policies had always been in effect and are covered by Ind AS 101 “First Time Adoption of Indian Accounting Standards”.

An explanation of how the transition to Ind AS has affected the previously reported financial position and financial performance of the Company is provided in Note No. 49. Certain of the Company’s Ind AS accounting policies used in the opening Balance Sheet differed from its Indian GAAP policies applied as at March 31, 2016 and accordingly the adjustments were made to restate the opening balances as per Ind AS. The resulting adjustment arising from events and transactions before the date of transition to Ind AS were recognized directly through retained earnings as at April 01, 2016 as required by Ind AS 101. The financial statements of the Company for the year ended March 31, 2018 have been approved by the Board of Directors in their meeting held on May 23, 2018

2.2 Basis of Measurement

The financial statements have been prepared on historical cost basis, except for following:

- Financial assets and liabilities (including derivative instruments) that is measured at Fair value/ Amortised cost;

- Non-current assets held for sale - measured at the lower of the carrying amounts and fair value less cost to sell;

- Defined benefit plans - plan assets measured at fair value.

2.3 Functional and Presentation Currency

The Financial Statements have been presented in Indian Rupees (INR), which is also the Company’s functional currency.

2.4 Use of Estimates and Judgements

The preparation of financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

2.5 Current Vs Non-Current Classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is classified as current when it is:

- Expected to be realized or intended to sold or consumed in normal operating cycle;

- Held primarily for the purpose of trading;

- Expected to be realized within twelve months after the reporting period; or

- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All the other assets are classified as non-current.

A liability is current when:

- It is expected to be settled in normal operating cycle;

- It is held primarily for the purpose of trading;

- It is due to be settled within twelve months after the reporting period; or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current. Deferred Tax Assets and Liabilities are classified as noncurrent assets and liabilities respectively.

Note:

Term Loan from a bank amounting Rs.77,64,175/- is secured by first charge by way of hypothecation of movable fixed assets and mortgage of immovable fixed assets of Domjur Unit, West Bengal and Cash Credit including Working Capital Demand Loan amounting Rs.1,09,88,41,109/- are secured by second charge of movable and immovable fixed assets of Domjur Unit, West Bengal.

a) Reconciliation of the number of shares at the beginning and at the end of the year

There has been no change/ movements in number of shares outstanding at the beginning and at the end of the year.

b) Terms/ Rights attached to Equity Shares :

The Parent 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, 2018, the Company has proposed final dividend of Rs.3/- per share (March 31, 2017: Rs.2.75 per Share) subject to approval of members in the ensuing Annual General Meeting.

c) Shareholding Pattern with respect of Holding or Ultimate Holding Company

The Company does not have any Holding Company or Ultimate Holding Company.

As per records of the Company, including its register of shareholders/ members as on March 31, 2018, the above shareholding represents legal ownership of shares.

e) The company has neither issued bonus shares nor has bought back any shares during last 5 years.

f) No ordinary shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date.

g) No securities convertible into Equity/ Preference shares have been issued by the Company during the year.

h) No calls are unpaid by any Director or Officer of the Company during the year.

General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

Note:

1. There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

2. Terms & conditions

a) 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, West Bengal.

b) Term Loan with a balance of Rs.77,77,778/- (March 31, 2017: Rs.2,33,33,333/- & March 31, 2016: Rs.3,88,88,889/-) is repayable in 2 equal quarterly installments of Rs.38,88,889/- by September 28, 2018 and carries interest @ 12.30% p.a. (March 31, 2017: 12.30% p.a. & March 31,2016: 12% p.a.).

c) Term Loan with a balance of Rs.55,55,555/- as on March 31, 2017 and Rs.2,77,77,778/- as on March 31, 2016 has been repaid during the year. It carried interest @ 11.95% p.a. (March 31, 2017: 11.95% p.a. & March 31, 2016: 12% p.a.).

d) Term Loan with a balance of Rs.1,39,99,930/- as on March 31, 2017 and Rs.2,79,99,929/- as on March 31, 2016 has been repaid during the year. It carried interest @ 11.05% p.a. (March 31, 2017: 11.05% p.a. & March 31, 2016: 11.10% p.a.).

Terms & conditions

a) Cash Credit including Working Capital Demand Loan are secured by hypothecation of inventories, book debts and other current assets of the Company and further secured by second charge of movable and immovable fixed assets of Domjur Unit, West Bengal.

b) Working Capital Demand Loans carries interest @4.90% to 8.50% p.a. (March 31, 2017: @5.90% to 9.60% p.a.)

c) Cash Credit are repayable on demand and carries interest @8.50% to 11.50% p.a. (March 31, 2017: @9.00% to 11.50% p.a.)

d) No loans have been guaranteed by the directors and others.

e) There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

Note:

The amount shown above represents the best possible estimate arrived at on the basis of available information. The uncertanities are dependent on outcome of different legal processes. The timing of future cash flows will be determinable only on receipt of judgements/decisions pending with various forums/authorities. The Company does not expect any reimbursements against above.

*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. Dividend

The Board of Directors at its meeting held on May 23, 2018 have recommended a payment of final dividend of Rs.3/- per Equity Share of face value of Rs.1/- each for the financial year ended March 31, 2018. The same amounts to Rs.28,76,07,588/- (including Dividend Distribution Tax of Rs.4,90,33,908/- ).

The same is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognized as a liability.

4. The Board of Directors at its meeting held on February 12, 2018 have recommended payment of commission of Rs.26,00,000/- to Independent Directors.

The same is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognized as a liability.

5. 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.

* Guarantees given in aggregate by all the Directors Note:

The remuneration to the Key Management Personnel and relatives of the Key Management Personnel does not include provision made for Gratuity as it is determined on an actuarial basis for the Company as a whole.

6. 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

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

7. Information pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Loan & Advances (in nature of loan) to Subsidiary Company are as under :

8. Disclosures of Corporate Social Responsibility expenditure in line with the requirement of Guidance Note on “Accounting for Expenditure on Corporate Social Responsibility Activities”.

9. Leases - Operating lease commitments - Company as lessee

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. The leases are cancellable.

10. Capital Management

The Company’s objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. Apart from internal accrual, sourcing of capital is done through judicious combination of equity and borrowing, both short term and long term. Net debt (total borrowings less cash & cash equivalents) to equity ratio is used to monitor capital.

11. Disclosure on Financial Instrument

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note no. 3.12 to the financial statements.

(a) Financial Asset and Liabilities (Non Current and Current)

The following tables presents the carrying value and fair value of each category of financial assets and liabilities as at March 31, 2018, March 31, 2017 and April 1, 2016.

There are no transfer between levels during the year.

The carrying value of trade receivables, trade payables, cash and cash equivalents, loans, borrowings and other current financial assets and liabilities approximate their fair values largely due to the short-term maturities.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair values of the investments in mutual funds are derived from quoted market prices in active markets.

(c) Financial Risk Management

The Company has a Risk Management Policy which covers risk associated with the financial assets and liabilities. The Risk Management Policy is approved by the Directors. The different types of risk impacting the fair value of financial instruments are as below:

(a) Credit Risk

The credit risk is the risk of financial loss arising from counter party failing to discharge an obligation. The credit risk is controlled by analysing credit limits and credit worthiness of customers on continuous basis to whom the credit has been granted,obtaining necessary approvals for credit and taking security deposits from trade channels.

(i) Trade Receivables

Customer Credit risk is managed by the Company subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and major customers are generally secured by obtaining security deposits/bank guarantee or other forms of credit insurance. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivable disclosed in note no. 12.

(b) Liquidity Risk

The Company determines its liquidity requirement in the short term and long term. The Company manage its liquidity risk in a manner so as to meet its financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has arranged for diversified funding sources and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Besides, it generally has certain undrawn credit facilities which can be assessed as and when required; such credit facilities are reviewed at regular basis.

(i) Maturity Analysis for Financial Liabilities

The following are the remaining contractual maturities of financial liabilities as at March 31, 2018.

(c) Market Risk

Market Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk. Financial instruments affected by market risk include borrowings, trade receivable and trade payable.

(i) Interest Rate Risk: Interest Rate Risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates.

The Company is exposed to risk due to interest rate fluctuation on long term borrowings. Such borrowings are based on fixed as well as floating interest rate. Interest rate risk is determined by current market interest rates, projected debt servicing capability and view on future interest rate. Such interest rate risk is actively evaluated and is managed through portfolio diversification and exercise of prepayment/refinancing options where considered necessary.

The Company is also exposed to interest rate risk on surplus funds parked in fixed deposits . To manage such risks, such investments are done mainly for short durations, in line with the expected business requirements for such funds.

(c) Foreign Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company does not have significant foreign currency exposure and hence, is not exposed to any significant foreign currency risk.

Unhedged Foreign Currency Exposure

The Company’s exposure to foreign currency in USD at the end of the reporting period expressed in INR is as follows :

12. First time adoption- Transition to Ind AS Basis for Preparation

For all period up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). These financial statements for the year ended March 31, 2018 are the Company’s first annual IND AS financial statements and have been prepared in accordance with Ind AS.

The accounting policies set out in Note 3 have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS Balance Sheet at April 01, 2016 (the date of transition). This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with previous GAAP, and how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

Exceptions and Exemptions Applied

Ind AS 101 “First-time adoption of Indian Accounting Standards” (hereinafter referred to as Ind AS 101) allows first time adopters certain mandatory exceptions and optional exemptions from the retrospective application of certain IND AS, effective for April 01, 2016 opening balance sheet. In preparing these Standalone Financial Statements, the Company has applied the below mentioned mandatory exceptions and optional exemptions.

A Mandatory exceptions to retrospective application

The Company has applied the following exceptions to the retrospective application of Ind AS as mandatorily required under Ind AS 101 “First Time Adoption of Indian Accounting Standards”.

i Estimates

As per para 14 of Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the entity’s first Ind AS Financial Statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies. As per para 16 of the standard, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition or at the end of the comparative period. The Company’s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statement that were not required under the previous GAAP are listed below:

- Fair Valuation of financial instruments carried at FVTPL and/ or FVOCI.

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortized cost.

ii De-recognition of Financial Assets and Liabilities

As per para B2 of Ind AS 101, an entity should apply the derecognition requirements in Ind AS 109, “Financial Instruments”, prospectively for transactions occurring on or after the date of transition to Ind AS. However, para B3 gives an option to the entity to apply the derecognition requirements from a date of its choice if the information required to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the initially accounting for those transactions. The company has elected to apply the derecognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

iii Classification and measurement of Financial Assets

The classification of financial assets to be measured at amortised cost or fair value through other comprehensive income is made on the basis of facts and circumstances that existed on the date of transition to Ind AS.

B Optional exemptions from retrospective application

Ind AS 101 “First time Adoption of Indian Accounting Standards” permits Companies adopting Ind AS for the first time to take certain exemptions from the full retrospective application of Ind AS during the transition. The Company has accordingly on transition to Ind AS availed the following key exemptions:

i Property Plant and Equipment, Intangible Assets

As permitted by para D5-D8B of Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and equipment. The same election has been made in respect of intangible assets also.

ii Investments in Subsidiaries

As permitted by para D14 & D15 of Ind AS 101, the Company has elected to measure the investments in subsidiaries at Deemed Cost calculated at the previous GAAP carrying amount as on the date of transition, as the company has elected to measure such investments at Cost under Ind AS 27 “Separate Financial Statements”.

C Transition to IND AS - Reconciliations

The following reconciliations provide the explanation and qualification of the differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101 “First Time Adoption of Indian Accounting Standards”.

(I) Reconciliation of material items of Balance sheet as at April 01, 2016 (Transition Date) and as at March 31, 2017

(II) Reconciliation of Statement of Profit & Loss for the year ended March 31, 2017

(III) Reconciliation of total equity as at April 1, 2016 and March 31, 2017

Footnotes to the reconciliation of equity as at April 01, 2016 and March 31, 2017 and profit and loss for the year ended March 31, 2017.

1 Deferred Revenue/Government Grant

Under Previous GAAP , grants received from government agencies against specific fixed assets (Property, Plant and Equipment) are adjusted to the cost of the assets. Under IND AS the same has been presented as deferred revenue being amortised in the statement of profit & loss on a systematic basis.

2 Deferred Tax

Previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Previous GAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity.

3 Employee benefits

In accordance with Ind AS 19, “Employee Benefits” re-measurement gains and losses on post employment defined benefit plans are recognised in other comprehensive income as compared to the statement of profit and loss under the Previous GAAP

The figures of the previous year as at and for the year ended March 31, 2017 and as at April 01, 2016 have been regrouped/reclassified, wherever necessary.

4 Financial Instrument

In accordance with Ind AS 109 “Financial Instruments”, investments in mutual funds are recognised at fair value through the statement of profit and loss at each reporting period

Borrowings which were recognized at historical cost under previous GAAP have been recognized at amortised cost under IND AS with the difference being adjusted to opening retained earnings. Under previous GAAP, transaction costs incurred in connection with borrowings were either capitalized or amortised equally over the tenure of the borrowings. Under Ind AS, transaction costs are deducted from the initial recognition amount of the financial liability and charged over the tenure of borrowing using the effective interest method.

5 Debtors

Allowances for credit losses of trade receivables, has been computed based on the ageing of the receivables. In computing expected credit losses the Company has taken into account historical credit loss experience and forward looking information.

13. Previous GAAP figures have been reclassified/regrouped to confirm the presentation requirements under Ind AS and the requirements laid down in Division -II of the Schedule III of the Companies Act, 2013.


Mar 31, 2017

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 BSE Limited. 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. Share Capital

a) There is no change in the number of shares in the current year and previous year.

b) 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, 2017 the Company has paid an Interim Dividend of Nil per share (March 31, 2016, Rs.2.75 per share) and proposed Final Dividend of Rs.2.75 /- per share (March 31, 2016: Nil) subject to approval of members in the ensuing Annual General Meeting.

c) Details of shareholders holding more than 5% shares in the Company

*Holding shares jointly with Ghanshyam Prasad Agarwala and Kunj Bihari Agarwal, on behalf of a partnership firm.

As per records of the Company, including its register of shareholders/ members as on March 31, 2017, the above shareholding represents legal ownership of shares.

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, West Bengal. Further, term loan of Rs.55,55,555 (March 31, 2016: Rs.2,77,77,778) is also secured by personal guarantee of three Directors of the Company.

Term Loan with a balance of Rs.55,55,555 (March 31, 2016: Rs.2,77,77,778) is repayable in 1 quarterly installment of Rs.55,55,556 by June 14, 2017 and carries interest @ 11.95% per annum (March 31, 2016: 12.00% per annum).

Term Loan with a balance of Rs.2,33,33,333 (March 31, 2016: Rs.3,88,88,889) is repayable in 6 equal quarterly installments of Rs.38,88,889 by September 28, 2018 and carries interest @ 12.30% per annum (March 31, 2016: 12.30% per annum). Term Loan with a balance of Rs.1,39,99,930 (March 31, 2016: Rs.2,79,99,929) is repayable in 4 equal quarterly installments of Rs.35,00,000 by March 31, 2018 and carries interest @ 11.05% per annum (March 31, 2016: 11.10% per annum).

Cash Credit including Working Capital Demand Loan & Commercial Paper are secured by hypothecation of inventories, book debts and other current assets of the Company and further secured by second charge of movable and immovable fixed assets of Domjur Unit, West Bengal.

Working Capital Demand Loans has been repaid during the year and carried interest @5.90% to 9.60% p.a. (March 31, 2016: @6.10% to 9.60% p.a.).

Cash Credit are repayable on demand and carries interest @9.00% to 11.50% p.a. (March 31, 2016: @10.40% to 12.50% p.a.). Commercial Paper is repayable on May 5, 2017 and carries interest @ 6.75% p.a. (March 31, 2016: Nil).

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:

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.

Defined Contribution Plan

The Company has recognised the following amount as an expense and included under, “Contribution to Provident & Other Funds”:

4. 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 sub-leases. The leases are cancellable.

5. 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

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

6. Information pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Loan & Advances (in nature of loan) to subsidiary Company are as under:

7. Disclosures of Corporate Social Responsibility expenditure in line with the requirement of Guidance Note on “Accounting for Expenditure on Corporate Social Responsibility Activities”:

8. Disclosure on holding and dealings of Specified Bank Notes during Demonetization is shown in the table below:

9. The figures for previous year were audited by a firm of Chartered Accountant other than Singhi & Co. Previous years figures have been regrouped / reclassified wherever necessary, to confirm to the current year’s classifications.


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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