Notes to Accounts of Sheshadri Industries Ltd.

Mar 31, 2014

1. NOTES:

I. Term Loans refered at (a) to (c) above are secured by mortgage of fixed assets present and future of the company on first charge pari passu basis and guaranteed by four Directors of the Company.

II. Working capital term loans referred at (d) above are Secured by way of hypothecation of Raw materials, Stock-in- process, finished goods and stores and spares and book debts of the Company and also secured by way of second charge on fixed assets of the company on pari passu basis and guranteed by four Directors of the Company.

2. (1) A Scheme of arrangement (referred to as "Scheme of Arrangement under Section 391-394 of the Companies Act, 1956 was approved by the shareholders of Suryavavanshi Spinning Mills Limited (SVSML) on 24th May 2014 , for demerger of Spinning unit at Bhongir, Nalgonda District, Telangana , into Aananda Lakshmi Spinning Mills Ltd'' (ALSML) and Spinning unit at Rajna,Pandhurna Taluq, Chindwara District, Madhya Pradesh - and Garment manufacturing Units at Aliabad, Medchal, Rangareddy District, Telangana and at Bhongir, Nalgonda District, Telangana, into ''Sheshadri Industries Ltd'' (SIL) and retaining Spinning unit at Aliabad, Medchal Taluq, Ranga Reddy District, Telangana , and Medical Textile Unit at Aliabad, Medchal,Ranga Reddy District, Telangana with ''Suryavanshi Spinning Mills Ltd''.

(2) A) In terms of Scheme of Arrangement (the Scheme) under sections 391 -394 of the Companies Actl956, which was sanctioned by the Hon''ble High Court on 30th July 2014. The Spinning unit at Rajna, Pandhurna Taluq, Chindwara District, Madhya Pradesh and Garment manufacturing Units at Aliabad, Medchal, Rangareddy District, Telangana and at Bhongir, Nalgonda District, Telangana (( here in after called Undertaking-2) stand demerged from Suryavanshi Spinning Mills Limited and vested in the company as a going concern so as to become as and from the Appointed Date (1st April 2013) the estate, assets, claims, title, interest etc of Undertaking-2, to the company. The Scheme became effective from 21st August, 2014.

B) The Scheme also provides for transfer of the assets and liabilities of the Spinning unit at Rajna, Pandhurna Taluq, Chindwara District, Madhya Pradesh - and Garment manufacturing Units at Aliabad, Medchal, Rangareddy District, Telangana and at Bhongir, Nalgonda District, Telangana , the legal proceedings, the employees, employee related benefits and all contracts and agreements in relation to Undertaking-2, to the Company.

C) In consideration of the Demerger of the Spinning unit at Rajna, Pandhurna Taluq, Chindwara District, Madhya Pradesh and Garment manufacturing Units at Aliabad, Medchal, Rangareddy District, Telangana and at Bhongir, Nalgonda District, Telangana, from Suryanvanshi Spinning Mills Limited to the company, the company has allotted 49,08,577 fully paid up equity shares of the Company Rs. 10 each, aggregating to Rs.4,90,85,770, to the share holders of Suryavanshi Spinning Mills Limited whose names were recorded in the register of members of Suryavanshi Spinning Mills Limited on 28th August, 2014 (the record date), in the ratio of 37 equiity shares of the company of Rs.10 each credited as fully paid upfor every 100 shares of Rs.10 each fully paid up held by such members in Suryavanshi Spinning Mills Limited in the same proportion in which shares are held by them in Suryavanshi Spinning Mills Limited.

3. Contingent Liabilities not provided for As at 31st March 2014

a) Against Foreign Bills Discounted 834.75

b) Against Foreign and Inland Letter of credit 879.40

c) Contracts to be executed on Capital Accounts 405.01

d) Demand raised by Sales Tax Department for the year 2003-04 on subjecting the turnover of unit at 3.40 Madhya Pradesh to tax for not furnishing "C" Forms. The matter is pending in Appeal before the Deputy Commissioner (Appeals) Sales Tax, Bhopal, Madhya Pradesh.

e) Demand raised by Sales Tax Department for the year 2004-05 on subjecting the turnover of unit at 7.26 Madhya Pradesh to tax for not furnishing "C" Forms. The matter is pending in appeal before the Deputy Commissioner (Appeals) Sales Tax, Bhopal, Madhya Pradesh.

f) The Department of Central Excise & Customs raised a Demand for payment of Interest on the duty 20.32 payable on the depreciated value of plant and machinery of Rajna Unit M.P at the time of debonding from E.O.U. unit to D.TA unit. The company challanged the demand before the Hon''ble High Court, M.P

g) The Department of Central Excise & Customs, Bhopal, M.P raised a Demand for short payment of Central Excise duty on the dispatch of synthetic 16.14 yarn in to DTA market at connessional rate of Excise duty during the accounting year 2002-03 . The company prefered an appeal before the Hon''ble Appellate Tribunal for Customs Excise and Service Tax, New Delhi.

h) M/s.Suryavanshi Textiles Ltd was amalgamated with Suryavanshi Spinning Mills Limited vide scheme of merger sanctioned by Board for Industrial and Financial Reconstruction (BIFR) under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 with effect from 01-04-2007.The scheme incorporates certain reliefs and concessions for consideration by income tax department including exemption from applicability of MAT u/s.115JB of the Income Tax Act, 1961 for a period of five years from 01-04-2007.The company is pursuing the matter with the authorities concerned for the said reliefs as per the scheme of merger and liability under MAT u/s I 15JB of Income Tax Act 1961 including interest as per assessment orders is Rs.41 lacs and Rs.443 lacs for the assessment years 2010- 11 and 20 I1-12 respectively. In the event of the liability being chrystalized, the liability shall be shared by Suryavanshi Spinning Mills Limited (Demerged Company), Aananda Lakshmi Spinning Mills Limited (Resulting Company-1) and Sheshadri Industries Limited (Resulting Company - II) equally, since the Company Demerged on 01.04.2013 (Appointed Date) as per the Scheme of Arrangement approved by Hon''ble High Court at Hyderabad. However, the relief sought by the company was heard by BIFR and the proceedings are awaited.

4. During the year 2005-06, the company recognized an income of Rs. 361.26 lakhs being export incentive under the Target Plus Scheme in terms of the then prevailing Foreign Trade Policy. The Govt., of India, Ministry of Commerce vide their Notification No.8 (RE-2006)/ 2004-09 dated 12.06.06 retrospectively reduced the benefit of entitlement from 15% to 5% on the exports effected since 01.04.2005. The company has since received duty free credit entitlement for Rs.121.86 lakhs @ 5% and for the balance 10%, the Company has contested before the Hon''ble High Court at Mumbai for the restrospective reduction of the export incentive by the Government of India. The High Court has granted an interim stay of the notification and the matter is pending for final orders.

5. Segment reporting is not applicable since the Company operates in single segment i.e., Textile product

6. Since it is the first annual accounts subsequent to Demerger previous year''s figures are not comparable.