Notes to Accounts of Super Spinning Mills Ltd.

Mar 31, 2018

1 Corporate Information

Super Spinning Mills Limited is a public limited company incorporated under the provisions of the Companies Act, 1956. The company is engaged in the manufacture and selling of cotton yarn and UPVC windows and doors and its shares are listed on the BSE Limited and National Stock Exchange of India Limited. The company has manufacturing units in Andhra Pradesh. Further to the scheme of arrangement effective from April 1, 2016, the subsidiaries Elgi Building Products Ltd and Sara Elgi Arteriors Limited were merged with the Company.

2 Basis of preparation of financial statements

Statement of compliance

These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 (‘the Act’) (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

Basis of preparation and presentation

For all periods up to and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

The financial statements for the year ended March 31, 2018 are the first financial statements the Company has prepared in accordance with Ind AS with the date of transition as April 1, 2016. Refer to note 50 for information on how the Company adopted Ind AS.

The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value or revalued amount:

a) Derivative financial instruments

b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

Use of estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future periods.

Functional and presentation currency

"These financial statements are presented in Indian Rupees (INR), which is the Company’s functional currency. All financial information presented in INR has been rounded to the nearest lakhs (up to two decimals).

The financial statements are approved for issue by the Company’s Board of Directors on 19th May 2018.

2A Critical accounting estimates and management judgments

In application of the accounting policies, which are described in note 2, the management of the Company is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Information about significant areas of estimation, uncertainty and critical judgements used in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

Property, Plant and Equipment, Intangible Assets and Investment Properties

The residual values and estimated useful life of PPEs, Intangible Assets and Investment Properties are assessed by the technical team at each reporting date by taking into account the nature of asset, the estimated usage of the asset, the operating condition of the asset, past history of replacement and maintenance support. Upon review, the management accepts the assigned useful life and residual value for computation of depreciation/amortisation. Also, management judgement is exercised for classifying the asset as investment properties or vice versa.

Current tax

Calculations of income taxes for the current period are done based on applicable tax laws and management’s judgement by evaluating positions taken in tax returns and interpretations of relevant provisions of law.

Deferred Tax Assets (including MAT Credit Entitlement)

Significant management judgement is exercised by reviewing the deferred tax assets at each reporting date to determine the amount of deferred tax assets that can be retained / recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Fair value

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

Impairment of Trade Receivables

The impairment for trade receivables are done based on assumptions about risk of default and expected loss rates. The assumptions, selection of inputs for calculation of impairment are based on management judgement considering the past history, market conditions and forward looking estimates at the end of each reporting date.

Impairment of Non-financial assets (PPE/Intangible Assets/Investment Properties)

The impairment of non-financial assets is determined based on estimation of recoverable amount of such assets. The assumptions used in computing the recoverable amount are based on management judgement considering the timing of future cash flows, discount rates and the risks specific to the asset.

Defined Benefit Plans and Other long term benefits

The cost of the defined benefit plan and other long term benefits, and the present value of such obligation are determined by the independent actuarial valuer. An actuarial valuation involves making various assumptions that may differ from actual developments in future. Management believes that the assumptions used by the actuary in determination of the discount rate, future salary increases, mortality rates and attrition rates are reasonable. Due to the complexities involved in the valuation and its long term nature, this obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities could not be measured based on quoted prices in active markets, management uses valuation techniques including the Discounted Cash Flow (DCF) model, to determine its fair value The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is exercised in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.

Provisions and contingencies

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the reporting date. The actual outflow of resources at a future date may therefore vary from the figure estimated at end of each reporting period.

2B Recent accounting pronouncements

Standards issued but not yet effective

The following standards have been notified by Ministry of Corporate Affairs

a. Ind AS 115 - Revenue from Contracts with Customers (effective from April 1, 2018)

b. Ind AS 116 - Leases (effective from April 1, 2019)

The Company is evaluating the requirements of the above standards and the effect on the financial statements is also being evaluated."

(e) Rights, preferences and restrictions in respect of equity shares issued by the Company

The company has only one class of equity shares having a par value of Rs. 1 each. The equity shares of the company having par value of Rs.1/- rank pari-passu in all respects including voting rights and entitlement to dividend.

* Also refer note 47 for terms and conditions and security details

** With respect to short term borrowing facility availed from Union Bank of India aggregating to Rs.3090.62 lakhs as on the date of balance sheet, it was due for renewal during February 2018. The Company has sought for renewal of the said facility and pending for approval from the Bank as on the date of the approval of accounts.

* Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management represents the principal amount payable to these enterprises. There are no interest due and outstanding as at the reporting date. Please refer note 41.

f) Unused tax credits

The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act, 1961. The Company has scaled down the recognition of deferred tax asset to the extent that it matches with the aggregate deferred tax liabilities. At the end of each reporting period, the Company reassesses unrecognised deferred tax assets. The Company recognises a previously unrecognised deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

3. Operating Segments

The Company’s main business segment is "Textile" while the other segment does not meet the reportable segment thresholds given in Ind AS 108 "Operating Segments" and hence included under "Others"

4. Operating lease arrangements (as lessor)

The Company has given certain properties on operating lease arrangements. The leases are cancellable at the option of either party to lease and may be renewed based on mutual agreement of the parties. The total lease income recognised on such contracts for the year is Rs.16.15 Lakhs (Previous year Rs. 12.12 Lakhs).

5. Merger of Elgi Building Products Limited and Sara Elgi Arteriors Limited

In accordance with the terms of the Scheme of Amalgamation (the ‘Scheme’) between the Elgi Building Products Limited and Sara Elgi Arteriors Limited (Transferor Companies) and the Company (Transferee Company) which was approved by the NCLT, Chennai Bench the Transferor Companies was merged with the Company from an appointed date of April 1, 2016. The scheme was approved by the members through Postal Ballot dated June 8, 2017 and as per the orders of National Company Law Tribunal dated September 4, 2017 and September 19, 2017. The effective date of the Scheme (being the date on which all the requirements under the Companies Act, 2013 and as per the Scheme have been completed) was September 25, 2017 (the ’Effective Date’). As per the requirements of the Scheme, the assets and liabilities acquired have been incorporated at their carrying amounts as of the appointed date.

As the effect of merger was recorded on April 1, 2016 being the appointed date of the Scheme, the opening balance sheet as at the transition date (which also happens to be April 1, 2016) in these financial statements do not include the balances relating to transferor companies and accordingly the figures of April 1, 2016 are not comparable with the balances as at other two balance sheet dates.

6. Financial Instruments Capital management

The Company manages its capital to ensure that entities in the Company will be able to continue as going concern, while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity, long-term borrowings and other short-term borrowings.

For the purposes of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.

Financial risk management objectives

The treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimise the effects of these risks by using natural hedging financial instruments and forward contracts to hedge risk exposures. The use of financial derivatives is governed by the Company’s policies approved by the Board of Directors, which provide written principles on foreign exchange risk, the use of financial derivatives, and the investment of excess liquidity. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Market risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company actively manages its currency and interest rate exposures through its finance division and uses derivative instruments such as forward contracts and currency swaps, wherever required, to mitigate the risks from such exposures.

The use of derivative instruments is subject to limits and regular monitoring by appropriate levels of management.

Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company actively manages its currency rate exposures through a centralised treasury division and uses natural hedging principles to mitigate the risks from such exposures. The use of derivative instruments, if any, is subject to limits and regular monitoring by appropriate levels of management.

Forward foreign exchange contracts

It is the policy of the company to enter into forward foreign exchange contracts to cover (a) repayments of specific foreign currency borrowings; (b) the risk associated with anticipated sales and purchase transactions out to 6 months within 50% to 70% of the exposure generated.

Foreign currency sensitivity analysis

Movement in the functional currencies of the various operations of the Company against major foreign currencies may impact the Company’s revenues from its operations. Any weakening of the functional currency may impact the Company’s cost of imports and cost of borrowings and consequently may increase the cost of financing the Company’s capital expenditures. The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency and a simultaneous parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 2% change in foreign currency rates.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

Interest rate risk management

The Company is exposed to interest rate risk because it borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings and by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. Further, in appropriate cases, the Company also effects changes in the borrowing arrangements to convert floating interest rates to fixed interest rates.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

The 25 basis point interest rate changes will impact the profitability by INR 24 Lakhs for the year (Previous INR 30 Lakhs)

Credit risk management

Credit risk arises when a customer or counterparty does not meet its obligations under a customer contract or financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade receivables and from its financing/ investing activities, including deposits with banks, mutual fund investments, investments in debt securities and foreign exchange transactions. The Company has no significant concentration of credit risk with any counterparty.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure is the total of the carrying amount of balances with banks, short term deposits with banks, trade receivables, margin money and other financial assets excluding equity investments.

(a) Trade Receivables

Trade receivables are consisting of a large number of customers. The Company has credit evaluation policy for each customer and, based on the evaluation, credit limit of each customer is defined. Wherever the Company assesses the credit risk as high, the exposure is backed by either bank, guarantee/letter of credit or security deposits.

The Company does not have higher concentration of credit risks to a single customer. As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

(b) Investments, Derivative Instruments, Cash and Cash Equivalents and Bank deposits

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies.

Credit Risk on Derivative Instruments is generally low as the Company enters into the Derivative Contracts with the reputed Banks.

Investments of surplus funds are made only with approved Financial Institutions/ Counterparty. The Company has standard operating procedures and investment policy for deployment of surplus liquidity, which allows investment in debt securities and mutual fund schemes of debt and arbitrage categories and restricts the exposure in equity markets.

Offsetting related disclosures

Offsetting of cash and cash equivalents to borrowings as per the consortium agreement is available only to the bank in the event of a default. Company does not have the right to offset in case of the counter party’s bankruptcy, therefore, these disclosures are not required.

Liquidity risk management

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company invests its surplus funds in bank fixed deposit and mutual funds, which carry minimal mark to market risks. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Liquidity tables

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

7 Terms and conditions of long term loans taken from banks Details of Security of Long term Borrowings

The TUF loan from SBI is secured by:

(a) First charge on fixed asset financed by SBI and second charge on entire current asset and other fixed assets of the company on pari-passu basis; and

(b) Personal Guarantee from promoter directors

The term loans from Andhra bank is secured by:

(a) First charge on the entire fixed assets of the company on pari-passu basis; and

(b) Second charge on current assets of the company

The term loans are repayable in 5 years on monthly basis and carry interest rates ranging from 13.20% to 15.15%

8 Terms and conditions of short term loans taken from banks Working capital loan from banks are secured by:

(a) First charge on entire current assets of the Company on pari-passu basis; and

(b) Second pari-passu charge on entire fixed assets of the company

Working capital loans are payable on demand and carries interest rate for cash credit -(12.70% to 14.65%) and for packing credit (9.90% to 11.65%)

9 Related party disclosures

(a) Name of related party and nature of relationship Key management personnel

Sumanth Ramamurthi Executive Chairman

A.S.Thirumoorthy Managing Director

C Shankar Chief Financial Officer

Ramaa Krishnakumar Company Secretary

Other Enterprises with which promoter has significant influence

Elgi Electric and Industries Limited Super Sara Textiles Limited Sara Elgi Industries Limited Super Farm Products (P) Limited Sara Elgi Envirotech LLP

10 Retirement benefit plans Defined contribution plans

In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in respect of provident fund and super annuation fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary. The contributions, as specified under the law, are made to the Provident Fund.

The total expense recognised in profit or loss of Rs.181.84 Lakhs (for the year ended March 31, 2017: Rs. 176.75 Lakhs) represents contribution paid to these plans by the Company at rates specified in the rules of the plan.

Defined benefit plans

(a) Gratuity

Gratuity is payable as per Payment of Gratuity Act, 1972. In terms of the same, gratuity is computed by multiplying last drawn salary (basic salary including Dearness Allowance if any) by completed years of continuous service with part thereof in excess of six months and again by 15/26. The Act provides for a vesting period of 5 years for withdrawal and retirement and a monetary ceiling on gratuity payable to an employee on separation, as may be prescribed under the Payment of Gratuity Act, 1972, from time to time. However, in cases where an enterprise has more favourable terms in this regard the same has been adopted.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.

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.

i) The current service cost and the net interest expense for the year are included in the ’employee benefits expense’ in profit or loss.

ii) The remeasurement of the net defined benefit liability is included in other comprehensive income.

Sensitivity analysis

In view of the fact that the Company for preparing the sensitivity analysis considers the present value of the defined benefit obligation which has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

(b) Compensated absences

The leave scheme is a final salary defined benefit plan, that provides for a lumpsum payment at the time of separation; based on scheme rules the benefits are calculated on the basis of last drawn salary and the leave count at the time of separation and paid as lumpsum.

The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense recognised during the year is Rs.7.49 Lakhs (previous year Rs.8.77 Lakhs)

11. First-time adoption of Ind AS

Transition to Ind AS

These are the Company’s first financial statements 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 1, 2016 (The company’s date of transition).

In preparing its opening Ind AS balance sheet, the company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards generally applicable to the Company (as amended from time to time) and other relevant provisions of the Act (previous GAAP or Indian GAAP).

An explanation of how the transition from previous GAAP to Ind AS has affected the company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions

A.1.1 Deemed cost for Property, Plant and Equipment (PPE)

Ind AS 101 permits a first-time adopter to elect to fair value a class of property, plant and equipment or to continue with the carrying value for all of its PPE as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for decommissioning liabilities.

The company has elected to fair value its land as on the date of transition and apply Ind AS 16 retrospectively on other classes of property, plant and equipment.

A.1.2. Deemed cost for Intangible Assets

Ind AS 101 permits a first-time adopter to elect to fair value the intangible assets or to continue with the carrying value as per the previous GAAP as deemed cost on the date of transition

The company has elected to continue the carrying value on the date of transition as per previous GAAP as deemed cost.

A.1.3. Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI or FVTPL on the basis of the facts and circumstances at the date of transition to Ind AS. The company has elected to apply this exemption for its investment in equity investments.

A.2 Ind AS mandatory exceptions

A.2.1 Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The company made estimates for impairment of financial assets based on expected credit loss model in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

B. Notes to first-time adoption

B.1 Fair valuation of land as deemed cost

As per Ind AS, the company is allowed to elect the option of fair value any class of its PPE on the date of transition and treat it as deemed cost under Ind AS. The company has elected to fair value its land as on the date of transition and apply Ind AS 16 retrospectively on other classes of property, plant and equipment. The consequential impact has been considered in the opening retained earnings.

B.2 Trade receivables

As per Ind AS 109, The company is required to apply expected credit loss model for recognising the allowance for doubtful debts. Accordingly, the Company has developed an assessment for allowance for expected credit loss. The same has been considered in the opening and comparative period financial statements.

B.3 Remeasurement of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. Adjustments have been made for such re-classifications. However, this has no effect on the profits and equity as per Ind AS.

B.4 Accounting for restructuring plans

Under Ind AS, expenses on restructuring plans like voluntary retirement schemes (VRS) has to be accrued in the year in which the formal plan has been approved by the board and communicated to those affected. The Company has to provide for the expected outflows on a best estimate of the management considering the past trends and industry experience. Whereas under IGAAP, the same is provided based on actual application received from the employees.

Accordingly, the Company has accrued the differential liability in respect of open VRS on the date of transition to Ind AS and recognised in the opening Ind AS balance sheet with consequential impact in the opening retained earnings.

B.5 Fair valuation of financial assets and liabilities

Under Ind AS, financial assets and liabilities are to be valued at amortised cost or fair valued through profit and loss (FVTPL) or fair valued through other comprehensive income (FVTOCI) based on the Company’s business objectives and the cash flow characteristics of the underlying financial assets and liabilities.

Accordingly, the Company has remeasured the financial assets and liabilities (including investments and derivative contracts) as on the date of transition and the consequential impact has been given in the opening retained earnings.

B.6 Transaction costs in respect of financial instruments

Under the previous GAAP, transaction costs in relation to financial liabilities are charged to the profit and loss in the year in which they are incurred.

As per Ind AS 109, transaction costs in relation to financial liabilities are to be reduced from the related financial liabilities and amortised over the repayment period of the said liability. The same has been considered in the opening and comparative period financial statements."

B.7 Deferred tax and MAT Credit Entitlement

Under Ind AS, the deferred tax asset and liabilities are required to be accounted based on balance sheet approach. The Company is also required to remeasure the carrying amount of MAT credit entitlement as per Ind AS. Accordingly, the Company has remeasured its deferred tax assets and liabilities as aforesaid and accounted in the Ind AS financial statements.

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Mar 31, 2016

1. The company has only one class of issued shares referred to as equity shares having a par value of Rs.1/- each.

Each holder of equity shares is entitled to one vote per share held.

The Company declares and pays dividends in Indian rupees. However during the year the company has not declared any dividend. 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 any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amount exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Details of security for Long-term Borrowings The Tuf loan from SBI bank is secured by:

3. First charge on fixed asset financed by SBI and Second charge on entire current asset and other fixed assets of the company on paripassu basis

4. Personal Guarantee from promoter

The term loan from SBI bank is secured by:

5. First Pari-passu charge on entire fixed asset of the company and first charge on entire current asset of the company

6. Personal Guarantee from promoter

The term loans from Andhra Bank is secured by:

7. First Pari-passu charge on entire fixed asset of the company

8. Second charge on current assets of the Company.

9. Working Capital loans from banks are secured by:

For SBI:

10. First charge on entire current assets of the company

11. Second paripassu charge on entire fixed assets of the company For Other Banks:

12. First pari passu charge on entire current assets of the company

13. Second paripassu charge on entire fixed assets of the company

Working Capital loans are payable on demand and carries interest rate for Cash Credit -- [14.22% to 15%] & for Packing Credit [ 10.45% to 11.25%]

14. Trade Payables

The Company has initiated the process of obtaining confirmation from suppliers who are covered under the “Micro, Small and Medium Enterprises Development Act 2006”

15. The exceptional item represents Voluntary Retirement compensation to the employees of the company.

16. Extradinary items represent profit on sale of D Gudalur unit, Karur, for which share holders approval obtained already vide postal ballot resolution dated on 22nd September 2015.

17. Additional Information to the Financial Statements

18. Details of employee benefits as required by the Accounting Standard 15 (Revised) are as under:

19. Description of the company''s defined plan: The company operates a defined plan for payment of post employment benefits in the form of gratuity. Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the payment of Gratuity Act, 1972. The terms of benefit are common for all the employees of the company.

20. The company operates in one primary segment. viz., Textiles.

21. Previous year figures have been regrouped and reclassified, wherever necessary, to correspond with the current year''s classification / disclosure.

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Mar 31, 2015

1 Corporate Information

Super Spinning Mills Limited is a public limited company incorporated under the provisions of the Companies Act, 1956. The company is engaged in the manufacture and selling of cotton yarn and its shares are listed on the Bombay Stock Exchange and the National Stock Exchange. The company has manufacturing units in Tamil Nadu and Andhra Pradesh.

2 The exceptional item represents Voluntary Retirement compensation to the employees of the company.

Rs. lakhs

31.03.2015 31.03.2014

2.1 Contingent Liabilities:

Letters of Credit - 123.62

Bank Guarantees 176.20 6.00

Bills discounted with company's bankers 423.82 2,454.86

Disputed demands from Income tax authorities 439.92 480.55

Disputed Excise duty liability 75.98 75.98

Disputed Sales tax liability 246.88 83.93

Corporate Guarantee to bank on behalf of subsidiary 140.00 140.00

2.2 Details of employee benefits as required by the Accounting Standard 15 (Revised) are as under:

a) Description of the company's defined plan: The company operates a defined plan for payment of post employment benefits in the form of gratuity.

Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the Payment of Gratuity Act, 1972. The terms of benefit are common for all the employees of the company.

2.3 The company operates in one primary segment. viz., Textiles.

2.4 Previous year figures have been regrouped and reclassified, wherever necessary, to correspond with the current year's classification / disclosure.

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Mar 31, 2014

1 Corporate Information

Super Spinning Mills Limited is a public limited company incorporated under the provisions of the Companies Act, 1956. The company is engaged in the manufacture and selling of cotton yarn and its shares are listed on the Bombay Stock Exchange and the National Stock Exchange. The company has manufacturing units in Tamil Nadu and Andhra Pradesh.

2.0 Details of employee benefits as required by the Accounting Standard 15(Revised) are as under:

a) Description of the company''s defined plan: The company operates a defined plan for payment of post employment benefits in the form of gratuity. Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the payment of Gratuity Act, 1972. The terms of benefit are common for all the employees of the company.

e) Investment Details: LIC Group Gratuity(Cash Accumulation) Policy - 100% invested in Debt instruments.

2.1 Related Party Disclosure(as certified by the Management)

(I) Names of Related parties and description of Relationship

a) Key Management Personnel

Vidyaprakash D, Executive Chairman Sumanth Ramamurthi, Managing Director

b) Subsidiaries Sara Elgi Arteriors Ltd

Elgi Building Products Ltd

c) Others

Elgi Electric and Industries Ltd Sara Elgi Industries Ltd Kakatiya Textiles Ltd Sara Elgi Envirotech Ltd

Super Sara Textiles Ltd Super Farm Products Ltd Coimbatore Pioneer Fertilisers Ltd Prashanth Textiles Ltd

2.2 Disclosure as per Clause 32 as per Listing agreement with Stock Exchange

a. Loans and advances in the nature of loans given to subsidiary - Sara Elgi Arteriors Ltd As at 31.03.2014 Rs. 79.57 lakhs

As at 31.03.2013 Rs. 87.80 lakhs

Maximum balance during the year Rs. 87.80 lakhs

b. Investment by Sara Elgi Arteriors Limited in Parent : Super Spinning Mills Ltd

Subsidiary : Elgi Building Products Ltd

2.3 The company operates in one primary segment. Viz Textiles.

2.4 Previous year figures have been regrouped and reclassified, wherever necessary, to correspond with the current year''s classification / disclosure.

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Mar 31, 2013

1 Corporate Information

Super Spinning Mills Limited is a public limited company incorporated under the provisions of the Companies Act, 1956. The company is engaged in the manufacture and selling of cotton yarn and its shares are listed on the Bombay Stock Exchange and the National Stock Exchange. The company has manufacturing units in Tamil Nadu and Andhra Pradesh.

2.1 Working Capital loans are secured by:

a. First charge by way of hypothecation of inventories, book debts and other current assets of the Company.

b. Second charge on specific moveable and immoveable properties of the Company.

3 Trade Payables

The company has initiated the process of obtaining confirmation from suppliers who are covered under the "Micro, Small and Medium Enterprises Development Act, 2006". Based on the information and evidence available with the company, there are no dues to Micro, Small and Medium Enterprises, outstanding as on 31.03.2013.

4.1 Details of employee benefits as required by the Accounting Standard 15 (Revised) are as under:

a) Description of the company''s defined plan: The company operates a defined plan for payment of post employment benefits in the form of gratuity.

Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the Payment of Gratuity Act, 1972. The terms of benefit are common for all the employees of the company.

4.2 Related Party Disclosure (as certified by the Management)

(I) Names of Related parties and description of relationship

a) Key Management Personnel Vidyaprakash D, Executive Chairman

Sumanth Ramamurthi, Managing Director

b) Subsidiaries Sara Elgi Arteriors Ltd

Elgi Building Products Ltd

c) Others Elgi Electric and Industries Ltd Super Sara Textiles Ltd Sara Elgi Industries Ltd Super Farm Products Ltd Kakatiya Textiles Ltd Sara Elgi Insurance Advisory Services Pvt Ltd Sara Elgi Envirotech Ltd Sara Trading and Industrial Services Ltd Sara Elgi Industrial Research and Devlopment Ltd Coimbatore Pioneer Fertilisers Ltd Prashanth Textiles Ltd

4.3 The company operates in one primary segment. viz., Textiles.

4.4 Previous year figures have been regrouped and reclassified, wherever necessary, to correspond with the current year''s classification / disclosure.

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Mar 31, 2012

1 Corporate Information

Super Spinning Mills Limited is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The company is engaged in the manufacture and selling of cotton yarn and its shares are listed on the Bombay Stock Exchange and the National Stock Exchange. The company has manufacturing units in Tamil Nadu and Andhra Pradesh.

2.1 There is no change in the number of shares outstanding at the beginning and at the end.

2.2 Details of security for Long-term Borrowings

The term loans from banks and financial institutions are secured by:

a. Pari-passu first charge on specific Moveable and Immoveable properties of the Company.

b. Second charge on current assets of the Company.

3.1 Working Capital loans are secured by:

a. First charge by way of Hypothecation of Inventories, Book Debts and other current assets of the Company.

b. Second charge on specific Moveable and Immoveable properties of the Company.

4 Trade Payables

The company has initiated the process of obtaining confirmation from suppliers who are covered under the "Micro, Small and Medium Enterprises Development Act, 2006". Based on the information and evidence available with the company, there are no dues to Micro, Small and Medium Enterprises, outstanding as on 31.03.2012.

Rs. Lakhs 5.1 Contingent Liabilities: 31.03.2012 31.03.2011

Letters of Credit 1,715.28 2,310.30

Bank Guarantees 6.00 6.00

Bills discounted with company's bankers 738.11 2,886.91

Disputed demands from Income tax authorities 1,757.62 3,058.64

Disputed Excise duty liability 75.98 287.57

Disputed Sales tax liability 83.93 83.93

Corporate Guarantee to bank on behalf of subsidiary 270.00 270.00

5.2 Details of employee benefits as required by the Accounting Standard 15(Revised) are as under:

a) Description of the company's defined plan: The company operates a defined plan for payment of post employment benefits in the form of gratuity.

Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the Payment of Gratuity Act, 1972. The terms of benefit are common for all the employees of the company.

e) Investment Details: LIC Group Gratuity(Cash Accumulation) Policy - 100% invested in Debt instruments.

5.3 The revised Schedule VI has become effective from 1st April 2011, for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous years figures have been regrouped and reclassified, wherever necessary, to correspond with the current years classification / disclosure.

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Mar 31, 2011

1. Contingent Liabilities:

(i) Letters of Credit 2310.30 2306.75

(ii) Bank Guarantees 6.00 6.00

(iii) Bills discounted with Company's Bankers 2886.91 2613.50

(iv) Disputed Demands from Income Tax Authorities 3058.64 1675.13

(v) Disputed Excise Duty Liability 287.57 63.08

(vi) Disputed Sales Tax Liability 83.93 273.56

vii) Corporate Gurantees to bank on behalf of Subsidiary 270.00 -

2. Term Loans from Financial Institutions and from Banks (Including Foreign Currency Loans) to the extent of Rs. 437.50 Lakhs (Previous Year Rs. 687.50 Lakhs) and Rs.6,078.87 Lakhs (Previous Year Rs. 9,024.25 Lakhs) respectively, are secured by

(i) Pari-passu first charge created on all present and future movable and immovable assets of the Company subject to exclusive charges created on specific fixed assets in favour of specified lenders.

(ii) A charge created on all current assets of the company subject to a prior charge on such current assets created in favour of the Company's Working Capital Bankers

3. Working Capital Borrowings from Banks to the extent of

a) Rs. 7,472.00 Lakhs is secured by

(i) Hypothecation of Company's Inventories, Book Debts and Current Assets.

(ii) Second Charge created on the Fixed Assets of the Company

b) Short Term Loan to the extent of Rs.4037.38 lakhs is secured by way of first charge on stocks, book debts and all other moveable assets of the company.

c) Short Term loans to the extent of Rs.1000.00 lakhs is secured by way of subservient charge on entire stock of cotton both present and future situated at borrowers factory.

d) Short Term loan to the extent of Rs.1,429.53 lakhs is secured by way of pledge of stocks procured.

4. The company has initiated the process of obtaining confirmation from suppliers who are covered under the "Micro, Small and Medium Enterprises Development Act, 2006". Based on the information and evidence available with the company, there are no dues to micro, small and medium enterprises, outstanding as on 31.03.2011.

5. In the opinion of the Board, the Current Assets, Loans & Advances and other Receivables have at least the value as stated in the Balance Sheet, if realized in the ordinary course of business.

6. Loans and advances include amount due from Companies in which the Directors are interested amounting to Rs. 952.23 Lakhs (Previous Year Rs.2,918.68 Lakhs).

7. Taxes relating to earlier years include Short Provision of Income Tax amounting to Rs.109.96 Lakhs (Previous Year Rs.93.44 Lakhs).

8. Provision for Taxation includes amount of Rs.2 lakhs (Previous year Rs.2 lakhs) on account of Wealth Tax.

9. Revenue Expenditure of Research and Development amounting to Rs.41.32 Lakhs (Previous Year Rs.20.99 Lakhs) is charged off in the Profit & Loss Account. No intangible / tangible asset has been generated during the year out of Research and Development activity.

10. Details of employee benefits as required by the Accounting Standard 15(Revised) are as under:

(a) Description of the Company's defined benefit plan: The Company operates a defined benefit plan for payment of post employment benefits in the form of Gratuity. Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the Payment of Gratuity Act, 1972. The terms of benefit are common for all the employees of the Company

e) Investment Details: LIC Group Gratuity (Cash Accumulation) Policy - 100% Invested in Debt Instruments

11. Loss on Sale of Assets amounting to Rs.47.61 Lakhs (Previous year Rs.28.62 lakhs) has been netted against Profit on Sale of Assets Rs. 563.60 lakhs (Previous year Rs. 155.63 lakhs) resulting in a net credit to Profit and Loss account of Rs. 515. 99 lakhs (Previous year Rs. 127.01 lakhs)

12. The Company operates in one primary segment, viz. Textiles.

13. Related Party Disclosure (as identified by the Management) (i) Names of related parties and description of relationship

(a) Key Management Personnel Vidyaprakash D, Chairman Sumanth Ramamurthi, Managing Director

(b) Subsidiaries Sara Elgi Arteriors Ltd. Elgi Building Products Ltd.

(c) Others :

1. Elgi Electric and Industries Ltd

2. Elgi Software and Technologies Ltd

3. Kakatiya Textiles Ltd

4. Sara Elgi Envirotech Ltd

5. Sara Elgi Industrial Research and Development Ltd

6. Super Sara Textiles Limited

7. Super Farm Products Limited

8. Sara Elgi Insurance Advisory Services Pvt Ltd

9. Sara Trading and Industrial Services Ltd

10. Coimbatore Pioneer Fertilizers Ltd.

14. Figures have been rounded off to the nearest thousand and previous year's figures have been regrouped wherever necessary to conform to current year's classification.

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Mar 31, 2010

Rs. Lakhs

31.03.2010 31.03.2009

1. Estimated amount of contracts remaining to be executed on capital account and not provided for 59.33 135.89

2. Contingent Liabilities:

(i) Letters of Credit 2306.75 1436.67

(ii) Bank Guarantees 6.00 1533.52

(iii) Bills discounted with Companys Bankers 2613.50 3030.57

(iv) Disputed Demands from Income Tax Authorities 1675.13 1046.13

(v) Disputed Excise Duty Liability 63.08 63.08

(vi) Disputed Sales Tax Liability 273.56 287.05

3. Term Loans from Financial Institutions and from Banks (Including Foreign Currency Loans) to the extent of Rs. 687.50 Lakhs (Previous Year Rs. 1,037.50 Lakhs) and Rs.9,024.25 Lakhs (Previous Year Rs. 11,636.77 Lakhs) respectively, are secured by

(i) Pari-passu first charge created on all present and future movable and immovable assets of the Company subject to exclusive charges created on specific fixed assets in favour of specified lenders.

(ii) A charge created on all current assets of the company subject to a prior charge on such current assets created in favour of the Companys Working Capital Bankers

4. Working Capital Borrowings from Banks to the extent of Rs. 10,049.62 Lakhs (Previous Year Rs. 11,353.45 Lakhs) are secured by

(i) Hypothecation of Companys Inventories, Book Debts and Current Assets.

(ii) Second Charge created on the Fixed Assets of the Company

5. The company has initiated the process of obtaining confirmation from suppliers who are covered under the "Micro, Small and Medium Enterprises Development Act, 2006". Based on the information and evidence available with the company, there are no dues to micro, small and medium enterprises, outstanding as on 31.03.2010.

6. In the opinion of the Board, the Current Assets, Loans & Advances and other Receivables have at least the value as stated in the Balance Sheet, if realized in the ordinary course of business.

7. Loans and advances include amounts due from Companies in which the Directors are interested amounting to Rs. 2918.68 Lakhs (Previous Year Rs.3,591.55 Lakhs)

8. Taxes relating to earlier years include Short Provision of Income Tax amounting to Rs.93.44 Lakhs (Previous Year Rs. 78.08 Lakhs).

9. Provision for Taxation includes amount of Rs.2 lakhs (Previous year Rs.2 lakhs) on account of Wealth Tax.

10. Revenue Expenditure of Research and Development amounting to Rs.20.99 Lakhs (Previous Year Rs.27.57 Lakhs) is charged off in the Profit & Loss Account. No intangible / tangible asset has been generated during the year out of Research and Development activity.

11. Computation of Net Profit under Section 349 / 350 of the Companies Act, 1956 for the year

12. Details of employees benefits as required by the Accounting Standard 15 (Revised) are as under:

(a) Description of the Companys defined benefit plan: The Company operates a defined benefit plan for payment of post employment benefits in the form of Gratuity. Benefits under the plan are based on pay and years of service and are vested on completion of five years of service, as provided in the Payment of Gratuity Act, 1972. The terms of benefit are common for all the employees of the Company.

13. Loss on Sale of Assets amounting to Rs.28.62 Lakhs (Previous year Rs.27.92 lakhs) has been netted against Profit on Sale of Assets Rs.155.63 lakhs (Previous year Rs. 123.44 lakhs) resulting in a net credit to Profit and Loss account of Rs. 127.01 lakhs (Previous year Rs. 95.52 lakhs)

14. The Company operates in one primary segment, viz. Textiles.

15. Related Party Disclosure (as identified by the Management)

(i) Names of related parties and description of relationship

(a) Where Control Exists :

(b) Key Management Personnel : Vidyaprakash D, Chairman

Sumanth Ramamurthi, Managing Director K R Seethapathy, Executive Director

(c) Subsidiary : Sara Elgi Arteriors Ltd.

(d) Others :

1. Elgi Electric and Industries Ltd

2. Elgi Building Products Ltd

3. Elgi Software and Technologies Ltd

4. Kakatiya Textiles Ltd

5. Sara Elgi Envirotech Ltd

6. Super Sara Textiles Limited

7. Super Farm Products Limited

8. Sara Elgi Insurance Advisory Services Pvt Ltd

9. Sara Trading and Industrial Services Ltd

10. Sara Elgi Industrial Research and

Development Ltd

11. Coimbatore Pioneer Fertilisers Ltd.

16. Figures have been rounded off to the nearest thousand and previous years figures have been regrouped wherever necessary to conform to current years classification.