Notes to Accounts of Spice Islands Apparels Ltd.

Mar 31, 2015

1. Corporate Information

Spice Islands Apparels Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on three stock exchanges in India. The company is engaged in the manufacturing and selling of knitted and woven garments. The company caters to both domestic and international markets. The Company also deploys its surplus funds in financial activities.

2. Basis of preparation

The financial statements of the company have been prepared and presented in accordance with Indian Generally Accepted Accounting Principles ('GAAP') under the historical cost convention on the accrual basis. GAAP comprises accounting standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006, (as amended), other pronouncements of Institute of Chartered Accountants of India and the relevant provisions of Companies Act, 2013.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The Management evaluates and adopts all recently issued or revised accounting standards on an ongoing basis.

3. Terms/Rights attached to Equity shares

The company has only one class of equity shares having par value of ?. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2015, the amount of per share dividend recognised as distributions to equity shareholders was Rs. 1.50 (31 March 2014: Rs. 1.00)

In the event of Liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

4. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date: Nil (31 March 2014: Nil)

5. Share reserved for issue under options and contracts/commitments are: Nil (31 March 2014: Nil)

6. Contingent liabilities not provided for:

As per the order of Hon'ble Bombay High Court, the claim of Apparel Export Council has been guaranteed by furnishing bank guarantee of equivalent amount: Rs. 7,26,310 (31 March 2014: Rs. 7,26,310)

Disputed claims/levies (excluding interest, if any), in respect of Income tax Rs. 1,10,04,774 (31 March 2014: Rs.97,14,906)

The Company is also involved in other lawsuits, claims, investigations and proceedings, which arise in the ordinary course of business, however, there are no such matters pending that the company expects to be material in relation to its business.

7. Balances of Sundry debtors, sundry creditors, loans and advances, receivables and payables are subject to confirmation/reconciliation, if any.

8. In the opinion of the Board of Directors adequate provision has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the value stated in the balance sheet.

9. The Company's significant leasing arrangements are in respect of operating leases for Guest houses and office premises. These are cancelable operating leases and these lease agreements are normally renewed on expiry. The aggregate lease rentals payable are charged as rent under note 24.

The company conduct its factory operations from facility that is leased under a 72 month non-cancellable lease expiring in December, 2016 for which lump sum interest free deposit of ? 50 lacs has been given, refundable after the expiry of the lease period.

10. During the financial year 2010-2011, the company sold all the shares of M/s. Bhupco Alloys Limited., its erstwhile subsidiary Company, to M/s. Emer Hotels & Suites Pvt Ltd., pursuant to approval for the same by the Board of Directors of the Company vide its resolution dated 04/02/2011 for an amount Rs. 1,16,20,843, against which an amount of Rs. 70,00,000 was received from M/s. Emer Hotels & Suites Pvt Ltd., during the year 2011-2012.

The management is of the opinion that an amount of Rs. 20,00,000 though not received till date shall be received during the year 2015-16. The remaining balance of Rs. 26,20,843 is to be received from them only on receipt of rental deposit from landlord in Bhupco Alloys Ltd. Since, the consideration of Rs. 26,20,843 is contingent on happening of an event in future, the outcome of which cannot be ascertained accurately as at balance sheet date, the same has not been recognized in the books of account as at 31 March 2015.

11. Effective from 1 April 2014, the Company has changed the depreciation charge based on revised remaining useful lives of the assets as per requirement of schedule II of the Companies Act, 2013. Due to this, the depreciation charge for the year ended 31 March 2015 is higher by Rs. 15,43,127. Further, based on transitional provisions as provided in Schedule II, an amount of Rs. 19,17,525 (net of deferred tax) has been charged to accumulated retained earnings (Surplus) in respect of asset whose remaining useful life is nil as on 1 April 2014.

12. Related party disclosures:

A. Name of the related parties and related party relationship

Related parties with whom transactions have taken place during the year: (As identified by the Management and relied upon by auditors)

* Key managerial Personnel represented on the board:

* Mr. Umesh M. Katre - Managing Director

* Mr. AshokDaryanani - Director

* Mr. Carl Dantas - Director

* Mr. Charuchandra Patankar - Director

* Mr. Rahul L Mehta - Director

* Mrs. Seema Katre - Whole-Time Director

* Relatives of key managerial personnel:

* Mr. Rohan U Katre - Managing Director's son

13. Based on the information available with the company, principal amount due to micro and small enterprises as defined under MSMED Act, 2006 is Rs. Nil (31 March 2014: Nil). Further interest paid during the year and interest due at the end of the yearto micro and small enterprises is Rs. Nil (31 March 2014: Rs. Nil).

14. The Company's operations predominantly comprises of export of manufactured garments. Company also deploys its surplus funds in financial activities. Accordingly, garments & finance have been identified as primary basis for segment information. The Company does not have any secondary segment.

15.The company has re-classified/re-grouped/re-arranged the previous year figures wherever necessary.

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Mar 31, 2014

1. Corporate Information

Spice Islands Apparels Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on three stock exchanges in India. The company is engaged in the manufacturing and selling of knitted and woven garments. The company caters to both domestic and international markets. The Company also deploys its surplus funds in financial activities.

2. Basis of preparation

The financial statements of the company have been prepared and presented in accordance with Indian Generally Accepted Accounting Principles (''GAAP'') under the historical cost convention on the accrual basis. GAAP comprises accounting standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006, (as amended), other pronouncements of Institute of Chartered Accountants of India and the relevant provisions of Companies Act, 1956.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The Management evaluates and adopts all recently issued or revised accounting standards on an ongoing basis.

3. Terms/Rights attached to Equity shares

The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual general meeting.

During the year ended 31 March 2014, the amount of per share dividend recognised as distributions to equity shareholders was Rs. 1.00 (31 March 2013: Rs.0.50)

In the event of Liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. Contingent liabilities not provided for:

As per the order of Hon''ble Bombay High Court, the claim of Apparel Export Council has been guaranteed by furnishing bank guarantee of equivalent amount: Rs. 7,26,310 (31 March 2013: Rs. 7,26,310) Disputed claims/levies (excluding interest, if any), in respect of Income tax Rs.97,14,906 (31 March 2013: Rs.84,17,572)

The Company is also involved in other lawsuits, claims, investigations and proceedings, which arise in the ordinary course of business, however, there are no such matters pending that the company expects to be material in relation to its business.

5. Value of imports calculated on CIF basis: Rs. 13,89,222 ( 31 March 2013: Rs. 2,19,736)

6. Balances of Sundry debtors, sundry creditors, loans and advances, receivables and payables are subject to confirmation/reconciliation, if any.

7. In the opinion of the Board of directors adequate provision has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the value stated in the balance sheet.

8. The Company''s significant leasing arrangements are in respect of operating leases for Guest houses and office premises. These are cancelable operating leases and these lease agreements are normally renewed on expiry. The aggregate lease rentals payable are charged as rent under note 24.

The company conduct its factory operations from facility that is leased under a 72 month non-cancellable lease expiry in December, 2016 for which lump sum interest free deposit of Rs. 50 lacs has been given, refundable after the expiry of the lease period.

9. During the financial year 2010-2011, the company sold all the shares of M/s. Bhupco Alloys Limited., its erstwhile subsidiary Company, to M/s. Emer Hotels & Suites Pvt Ltd., pursuant to approval for the same by the board of directors of the Company vide its resolution dated 04/02/2011 for an amount Rs. 1,16,20,843, against which an amount of Rs. 70,00,000 was received from M/s. Emer Hotels & Suites Pvt Ltd., during the year 2011-2012.

The management is of the opinion that an amount of Rs. 20,00,000 though not received till date shall be received during the year 2014-15. The remaining balance of Rs. 26,20,843 is to be received from them only on receipt of rental deposit from landlord in Bhupco Alloys Ltd. Since, the consideration of Rs. 26,20,843 is contingent on happening of an event in future, the outcome of which cannot be ascertained accurately as at balance sheet date, the same has not been recognized in the books of accounts as at 31 March 2014.

10. Related party disclosures:

A. Name of the related parties and related party relationship Related parties with whom transactions have taken place during the year: (As identified by the Management and relied upon by auditors) -Key managerial Personnel represented on the board:

Mr. Umesh M. Katre - Managing Director

Mr. Ashok Daryanani - Director

Mr. Karl Dantas - Director

Mr. Charuchandra Patankar - Director

Mr. Rahul L Mehta - Director

Mrs. Seema Katre - Whole-time Director

* Relatives of key managerial personnel:

Mr. Rohan U Katre - Managing director''s son

11. Based on the information available with the company, principal amount due to micro and small enterprises as defined under MSMED Act, 2006 is Rs. Nil (31 March 2013: Rs. Nil). Further interest paid during the year and interest due at the end of the year to micro and small enterprises is Rs. Nil (31 March 2013: Rs. Nil).

12. The company has re classified/regrouped/rearranged the previous year figures wherever necessary.

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Mar 31, 2013

1. Corporate Information

Spice Islands Apparels Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on three stock exchanges in India. The company is engaged in the manufacturing and selling of knitted and woven garments. The company caters to both domestic and international markets. The Company also deploys its surplus funds in financial activities.

2. Basis of preparation

The financial statements of the company have been prepared and presented in accordance with Indian Generally Accepted Accounting Principles (''GAAP'') under the historical cost convention on the accrual basis. GAAP comprises accounting standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006, (as amended), other pronouncements of Institute of Chartered Accountants of India and the relevant provisions of Companies Act, 1956.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The Management evaluates and adopts all recently issued or revised accounting standards on an ongoing basis.

3. Contingent liabilities not provided for:

As per the order of Hon''ble Bombay High Court, the claim of Apparel Export Council has been guaranteed by furnishing bank guarantee of equivalent amount: Rs.7,26,310 (31st March 2012:Rs.7,26,310)

Disputed claims/levies (excluding interest, if any), in respect of Income taxRs. 84,17,572 (31st March 2012:Rs. Nil)

The Company is also involved in other lawsuits, claims, investigations and proceedings, which arise in the ordinary course of business, however, there are no such matters pending that the company expects to be material in relation to its business.

4. Value of imports calculated on CI F basis: Rs.2,19,736 (31st March 2012: Rs.47,593)

5. Balances of Sundry debtors, sundry creditors, loans and advances, receivables and payables are subject to confirmation/reconciliation, if any.

6. In the opinion of the Board of directors adequate provision has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the value stated in the balance sheet.

7. The Company''s significant leasing arrangements are in respect of operating leases for Guest houses and office premises. These are cancelable operating leases and these lease agreements are normally renewed on expiry. The aggregate lease rentals payable are charged as rent under note 25.

The company conduct its factory operations from facility that is leased under a 72 month non-cancellable lease expiry in

December, 2016 for which lump sum interest free deposit of Rs.50 lacs has been given, repayable after the expiry of the lease period.

The company uses motor car and speed boat that is leased under non-cancellable operating leases. The company has commitment under non-cancellable operating leases as follows:

8. During the financial year 2010-2011, the company sold all the shares of M/s. Bhupco Alloys Limited., its erstwhile subsidiary Company, to M/s. Emer Hotels & Suites Pvt Ltd., pursuant to approval for the same by the board of directors of the Company vide its resolution dated 04/02/2011 for an amount Rs. 1,16,20,843, against which an amount of Rs.70,00,000 was received from M/s. Emer Hotels &Suites Pvt Ltd., duringtheyear 2011-2012.

The management is of the opinion that an amount ofRs. 20,00,000 shall be received during the year 2013-14. The remaining balance off. 26,20,843 is to be received from them only on receipt of rental deposit from landlord in Bhupco Alloys Ltd. Since, the consideration of Rs.26,20,843 is contingent on happening of an event in future, the outcome of which cannot be ascertained accurately as at balance sheet date, the same has not been recognized in the books of accounts as at 31 March 2013.

9. Related party disclosures:

A. Name of the related parties and related party relationship

Related parties with whom transactions have taken place during the year: (As identified by the Management and relied upon by auditors)

Key managerial Personnel represented on the board:

- Mr. Umesh M. Katre - Managing Director

- Mr.AshokDaryanani - Director

- Mr. Karl Dantas - Director

- Mr. Charuchandra Patankar - Director

- Mr. Rahul LMehta - Director

- Mrs. Seema Katre - Whole-time Director Relatives of key managerial personnel:

- Mr. Rohan U Katre - Managing director''s son

10. Based on the information available with the company, principal amount due to micro and small enterprises as defined under MSMED Act, 2006 is Rs. Nil (31st March 2012: Rs. Nil). Further interest paid during the year and interest due at the end of the year to micro and small enterprises isRs. Nil (31 March 2012: Rs. Nil).

11. The Company''s operations predominantly comprises of export of manufactured garments. Company also deploys its surplus funds in financial activities. Accordingly, garments & finance have been identified as primary basis for segment information. The Company does not have any secondary segment.

12. The company has re classified/regrouped/rearranged the previous year figures wherever necessary.

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Mar 31, 2012

1 CORPORATE INFORMATION

Spice Islands Apparels Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on three stock exchanges in India. The company is engaged in the manufacturing and selling of knitted and woven garments. The company caters to both domestic and international markets. The Company also deploys its surplus funds in financial activities.

2 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared and presented in accordance with Indian Generally Accepted Accounting Principles ('GAAP') under the historical cost convention on the accrual basis. GAAP comprises accounting standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006, (as amended) under section 211 (3C) of the Companies Act, 1956, other pronouncements of Institute of Chartered Accountants of India, the provisions of Companies Act, 1956 and guidelines issued by Securities and Exchange Board of India. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The Management evaluates and adopts all recently issued or revised accounting standards on an ongoing basis.

A. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend recognized as distributions to equity shareholders was Rs. 0.75 (31 March 2011 Rs.l/-)

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

3 Balances of Sundry Debtors, Sundry Creditors, Loans and Advances, Receivables and Payable are subject to confirmation/reconciliation, if any.

4 In the opinion of the Board of Directors adequate provision has been made in the accounts for all known liabilities and the current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the value stated in the Balance Sheet.

5 Gratuity Plan:-

The following table set out the status of the plan as required under AS 15(revised)

6 Following Contingent Liabilities are not provided for: 31-3-2012 31-3-2011

As per the order of Hon'ble Bombay High Court, the Claim of 726,310 726,310

Apparel Export Promotion Council has been guaranteed by furnishing bank guarantee of equivalent amount

The Company is also involved in other lawsuits, claims, investigations and proceedings, which arise in the ordinary course of business, however, there are no such matters pending that the company expects to be material in relation to its business.

7 Based on the information available with the Company, no supplier of the company is registered under the Micro, Small and Medium Enterprise Development Act, 2006. Hence, the balance due to Micro & Small enterprises as defined under MSMED Act, 2006 is Rs. Nil (Previous Year Rs. Nil). Further, no interest during the year has been paid or payable under the terms of the MSMED Act, 2006.

8 Operating Lease

The Company's significant leasing arrangements are in respect of operating leases for Guesthouses and Office Premises. These are cancelable operating leases and these lease agreements are normally renewed on expiry. The aggregate lease rentals payable are charged as Lease Rentals under note no 25 of financial statements.

The company uses motor car and speed boat that is leased under non-cancellable operating leases. The company has commitment under non-cancellable operating leases as follows:

Lease payment recognized in the statement of profit & loss as lease rentals under note no. 25 of financial statements OnaccountofNon-cancellablelease 1,187,127 (Previous year Rs.1,728,180/-) OnaccountofCancellableLease 150,000 (Previous year Rs. 1,63,500/-)

The company conduct its factory operations from facility that is leased under a 72 month non cancelable lease expiring in December, 2016 for which lumpsum interest free deposit of Rs. 50 lacs has been given, repayable after the expiry of the lease period.

9 INCOMETAX

Provision of Rs. 13,56,000/-(P.Y. 75,25,000/-) is made towards liability for income tax and Rs. 33,000/-(P.Y. 50,000/-) towards liability for wealth tax.

10 During the financial year 2010-2011, the company sold all the shares of M/s. Bhupco Alloys Limited, its subsidiary Company, to M/s. Emer Hotels & Suites Pvt. Ltd. pursuant to approval of the same by the board of directors of the Company vide its resolution dated 04/02/2011 for an amount 1.116,20,843/-, against which an amount of Rs. 70 lacs was received from M/s. Emer Hotels & Suites Pvt. Ltd. during the said year. The management is of the opinion that an amount of Rs. 20,00,000/ - shall be received during the year 2012-13. The remaining balance of Rs. 26,20,843/- is to be received from them only on receipt of rental deposit from landlord in Bhupco Alloys Ltd. Since, the consideration of Rs. 26,20,843/- is contingent on happening of an event in future, the outcome of which cannot be ascertained accurately as at balance sheet date, the same has not been recognized in the books of accounts as at 31 March 2012.

11 Segment Reporting

The Company's operations predominantly comprises of export of manufactured garments. Company also deploys its surplus funds in financial activities. Accordingly, garments & finance have been identified as primary basis for segment information. The Company does not have any secondary segment.

12 Till the year ended 31 March 2011, the company was using pre-revised schedule VI to the companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March 2012, the revised schedule VI notified under the companies Act,1956, has become applicable to the company. The company has reclassified previous year figures to conform to this year's classification.

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Mar 31, 2010

1. Following Contingent Labilities are not provided for:

31.3.2010 31.3.2009

In respect of Income Tax Demand for A.Y. 1996-97 in - 288,895

dispute under appeal

As per the order of Honble Bombay High Court, the Claim of 726,310 726,310

Apparel Export Promotion Council has been guranteed by furnishing Bank gurantee of equivalent amount

The Company is also involved in other lawsuits, claims, investigations and proceedings, which arise in the ordinary course of business, however, there are no such matters pending that the company expects to be material in relation to its business.

2. Loss on sale of fixed assets amounting to Rs. NIL (P.Y. Rs. 13,632,730/-) was charged to profit and loss account during the year on account of closure of Bangalore Unit.

3. Impairment loss of Rs. NIL (P.Y. 6,623,989/-) has been reversed during the year on account of closure of Bangalore Unit and sale of fixed assets at Bangalore Unit.

4. The Company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro Small Medium Enterprise Development Act, 2006 (MSMED Act, 2006). Based on the information available with the Company, the balance due to Micro & Small Enterprises as defined under the MSMED Act, 2006 is Rs. NIL. (Previous year Rs. NIL) Further, no interest during the year has been paid or payable under the terms of the MSMED Act, 2006.

5. income tax

Provision of Rs. 68,00,000/- (P.Y. Rs. 12,75,000/-) is made towards liability for income tax and Rs. 50,000/- (RY. Rs. 85,000/-) towards iiability for wealth tax.

6. Related Party Disclosures

Related parties with whom transaction have taken place during the year :

(As identified by the Management and relied upon by Auditors)

I. Subsidiary Company

Bhupco Alloys Ltd.

ii. Key Management Personnel

Mr. Umesh M. Katre Managing Director

Mr. Ashok Daryanani Director

Mr. Karl Dantas Director

Mr. Charuchandra Patankar Director

Mr. Rahul L. Mehta Director

7. Previous Years figures have been regrouped / rearranged wherever necessary.