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Notes to Accounts of Bombay Rayon Fashions Ltd.

Mar 31, 2021

For the contingent liabilities in respect of the ESIC, PF and Income Tax pending before the respective appellant authorities are likely to be matter of settled in favor of company, In view of the management and accordingly no impact on the standalone financial statements. Further, the Employees State Insurance Corporation (ESIC) authorities have erroneously raised a demand of ESI Contribution of Rs.206.38 Crores u/s 45A of the ESI Act, the same was stayed for recovery by the Employees Insurance court, Mumbai vide its order dated 28.09.2017.

**Out of the total tax demand for FY 12-13, the Original Demand was Rs.43.50 crores, refunds/payments adjusted with the demand Rs. 17.53 crores. For the relevant year, the appeal filed before the CIT(A) stands dismissed and the company filed an appeal before the Hob''ble ITAT, Mumbai. In view of the management the decision should be in favor of the company.

#During the year the company had received an enquiry from the GST department, for the alleged incorrect availment of GST input credit, where the enquiry is still under process. The company had reversed the GST input credit of Rs.15 crores as appearing in the GST ledger and charged it to profit and loss account.

* Basic & Diluted for the calculation of the EPS are same & not adjusted for Debentures as the same are optionally convertible.

Note: 42 Note on CSR

Pursuant to section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 including further amendments thereto, a company has to spend, in every financial year, at least 2% of the average net profits of the company made during the last Three years immediately preceding financial year, as per the objects mentioned in the Rules.

The company has no average net profits during the immediately preceding last Three financial years, hence the provisions of section 135 of the Companies Act, 2013 are not applicable.

A. Pursuant to Reserve Bank of India (RBI) vide its circular reference no. DBR.No.BP.BC. 101/21.04.048/2017-18 dated 12thFebruary, 2018 the company had submitted the resolution plan for the restructuring of it''s loans in the previous year to the lenders where dues became Non-Performing Assets (NPA) in their Books. On offer from J M Financial Asset Reconstruction Company Limited (JMFARC), all of the lenders except Axis Bank Ltd., either settle the dues as one time settlement ("OTS") or opted to assign their outstanding Loans to JMFARC including working capital loans and Optionally Convertible Debentures (OCDs) Accordingly, total borrowings worth Rs.3,399.94 crores out of the total debt of Rs.3,801.36 crores, approximately 89.44% of total debt is with JMFARC on assignment of loans Since JMFARC is not a bank, the loan assigned to JMFARC is reflected in ''others.'' The Lenders have not charged the interest on Loan amount being NPA but the company has made the provision of total interest amount (Rs. 91.89 crores) as per sanction terms in the Books of accounts and same is included in the total amount by Bankers.

B. The company has executed Business Transfer Agreement (BTA) on 20th November, 2020 with the a newly incorporated subsidiary Company BRFL Textiles Private Limited (BTPL) for the transfer of it''s Tarapur Undertaking i.e. manufacturing facilities at C6 & C7, Tarapur Industrial Area, Tarapur MIDC for a total consideration of Rs. 630.00 crores.

As Consideration for the transfer on 21st December 2021, BTPL has allotted the company the following:

a. 20 crores equity shares of Rs.10 each totalling to Rs.200 crores.

b. 36 crores series A Cumulative Preference Shares (Series A CCPS) of Rs.10 each totalling to Rs.360 crores.

c. 60 lacs Non-Convertible Debentures (NCDs) of Rs.100 each totally to Rs.60 crores and

d. Cash payment of Rs. 10.00 Crores.

As per terms of BTA, on satisfaction of condition precedents (CPs) the closing date was 22nd December,2021. All the corresponding effects pertaining to the operations and transfer was taken in the books of accounts of the company till the closing date. The same is shown as a loss in the profit and loss account at Rs.3.82 crores under Transitional Period transaction (net).

Financial risk management objectives and policies

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is set by the Managing Board.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

The Company manages market risk through the managing board, which evaluates and exercises independent control over the entire process of market risk management. The managing board recommend risk management objectives and policies, which are approved by Senior Management.

Market Risk- Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimize the Company''s position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Particulars of unhedged foreign currency exposures as the reporting date

The Company aim to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

On an assessment of long dues of debtors and its recovery status, a provision for doubtful debts of Rs. 177.79 crores has been made in accounts for the year.

In the opinion of the Board and to the best of their knowledge and belief, the Trade Receivables/Payables, Trade Advances, Capital Advances, Deposits and Loans are subject to reconciliation, confirmation and consequential adjustments that may arise on reconciliation which may have major impact. Thus the balances of receivables and Payables as well as Loan & Advances have been taken as per the books of accounts submitted by the Company and are subject to confirmation from the respective parties.

Various trade creditors with the outstanding''s of Rs.65.69 crores, have filed a plea before the Hon''ble NCLT for recovery of dues, the cases are pending before the Hon''ble NCLT.

9 :

Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (MSME Act) is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company.

In terms of MSME Act interest on dues to vendors have been calculated and provided for in the Books, but the payment of interest will depend upon the terms/ understanding of mutual agreement with the parties. i : Exceptional Items:

Loss on Sale of Fixed Assets:

During the year, as per plan for reduction of the Debt, the Company had disposed off its Non-Core Assets, and accordingly incurred a loss of Rs.168.97 crores on such sale.

Term Loan Written Off:

Under the restructuring plan few of the Banks have opted for One Time Settlement (OTS) of their respective loans and accordingly the principal amount of Rs. 2.27 crores has been waived off by them. Which has resulted in a write back of Rs.2.27 crores in the books of accounts.

Reversal of the Interest payable.

The consortium Lenders with exposure of 89.44% of the Debt assigned their debt to JM Financial Asset Reconstruction Company Limited(JMFARC). The Company is pursuing with JMFARC for a viable restructuring package, with certain concession on interest and repayment terms and pending approval of the same, has decided not to provide the interest on these assigned loans w.e.f. 1st April, 2020 & reverse the interest provided for prior period. The JMFARC have notified the Company that the interest is applicable as per the rates contracted as per restructed sanctions and the impact of the non-provision is understatement of finance cost for the quarter and year ended to the extent of Rs.142.32 Crores and Rs. 449.38 Crores. Had the Company provided for interest, the loss would have been higher to that extent.

Transition period transactions (net)

The net loss of the period from Business Transfer Agreement Date & Closing Date on transfer of business to it''s subsidiary during the year amounting to Rs.3.82 crore (net) is accrued for.

During the year Company redeemed the 46,313 optionally convertible Debentures of Rs. 1000 each issued to the lenders.

Note: 52

World Health Organisation (WHO) declared outbreak of Coronavirus Disease (COVID-19) a global pandemic on March 11, 2020. Consequent to this, Government of India declared lockdown on March 23, 2020 and the Company temporarily suspended the operations in all the units of the Company in compliance with the lockdown instructions issued by the Central and State Governments. COVID-19 has impacted the normal business operations of the Company by way of interruption in production, unavailability of personnel, closure / lock down of production facilities etc. during the lockdown period. However, production and supply of goods has commenced during the month of May 2020 at Bangalore manufacturing facility of the Company.

The Company has made detailed assessment of its liquidity position for the next year and the recoverability and carrying value of its assets comprising property, plant and equipment, intangible assets, right of use assets, investments, inventory end trade receivables. Based on current Indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The situation is changing rapidly giving rise to inherent uncertainty around the extent and timing of the potential future impact of the COVID-19 which may be different from that estimated as at the date of approval of the financial results. The Company will continue to closely monitor any material changes arising of future economic conditions and impact on its business Note 53: Recent pronouncements

On March 24, 2021, the Ministry of Corporate Affairs (''''MCA'''') through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021 i.e. for FY 2021-22. Key amendments relating to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:

A. Balance sheet:

''- Lease liabilities should be separately disclosed under the head ''financial liabilities'', duly distinguished as current or non-current.

- Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period.

- Specified format for disclosure of shareholding of promoters.

- Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under development.

- If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used.

- specific disclosure under ''additional regulatory requirement'' such as compliance with approved schemes of arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc

B. Profit and Loss

''- Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head ''additional information'' in the notes forming part of the standalone financial statements.

The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.

The Code on Social Security, 2020

''The Code on Social Security 2020 (''Code'') has been notified in the Official Gazette on 29th September, 2020.The Code is not yet effective and related rules are yet to be notified. Impact if any of the change will be assessed and recognized in the period in which said Code becomes effective and the rules framed thereunder are notified.

Previous year figures have been re-grouped/reclassified wherever/necessary to make them comparable with current year.


Mar 31, 2018

Note 1 :

Promoters and Subsidiary companies have provided personal/corporate guarantee & collaterals for securing the OCD’s allotted to lenders, term loans and working capital loan facilities availed by the company, restricted up to the realizable value of assets provided as security

For the contingent liabilities in respect of the ESIC, PF and Income Tax pending before the respective appellant authorities are likely to be matter of settled in favour of company. In view of the management and accordingly no impact on the standalone financial statements.

Further, the Employees State Insurance Corporation (ESIC) authorities have erroneously raised a demand of ESI Contribution of Rs. 206.38 Crores u/s 45A of the ESI Act, the same was stayed for recovery by the Employees Insurance court, Mumbai vide its order dated 28.09.2017.

Note: 2 Note on CSR

Pursuant to section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 including further amendments thereto, a company has to spend, in every financial year, at least 2% of the average net profits of the company made during the last three years immediately preceding financial year, as per the objects mentioned in the Rules.

The company has no average net profits during the immediately preceding last three financial years, hence the provisions of section 135 of the Companies Act, 2013 are not applicable..

Note: 3 :

a. During the year, 48,26,982 equity shares Rs. 10/- each at a premium of Rs. 155.88 amounting to Rs. 80.06 crores were allotted to Standard Chartered Bank, Bank of India and JM Financial Asset Reconstruction Company Private Limited on conversion of Funded Interest Term Loan (FITL) and Working Capital Term Loans (WCTL) pursuant to approvals received from the shareholders at their Extra-Ordinary General Meetings (EGMs) held on 9th May 2016 and 20th May, 2017.

b. The Company has entered into a Framework Agreement with the CDR Lenders on 24th May, 2017 for their approval on implementation of scheme of Sustainable Structure of Stressed Assets (S4A) in terms of RBI Circular dated 13th June, 2016. According to which unsustainable loans of Rs. 2249.74 crores was converted into Equity Shares and Optionally Convertible Debentures (OCD). Accordingly following allotments were made:

a. Allotment of 10,73,45,243 equity shares of Rs. 10 each at the premium of Rs. 136.03 on 24th May, 2017 to lenders

b. Allotment of 39,95,092 Optionally Convertible Debentures (OCDs) of Rs. 1000 each on 24th May, 2017 to lenders

c. Allotment of 1,93,10,061 equity shares of Rs. 10 each at the premium of Rs. 130.50 on 3rd October, 2017 to State Bank of India (SBI);

d. Allotment of 1,06,732 Optionally Convertible Debentures (OCDs) of Rs. 1000 each on 29th September, 2017 to State Bank of India (SBI).

Reserve Bank of India (RBI) vide it’s circular reference no. DBR. No. BP.BC. 101/21.04.048/2017-18 dated 12th February, 2018 has notified revised framework for resolution of stressed assets wherein the extant instructions on resolution of stressed assets such as Framework for Revitalising Distresses Assets, Corporate Debt Restructuring Scheme (CDRs), Flexible Structuring of Existing Long Term Project Loans, Strategic Debt Restructuring Scheme (SDR), Change in Ownership outside SDR and Scheme for Sustainable Structuring of Stressed Assets (S4A) stand withdrawn with immediate effect. The circular has mentioned that all accounts, including such accounts where any of the schemes have been invoked but not yet implemented, shall be governed by revised framework. Though the detailed guidelines/ instructions/ clarifications in respect of existing accounts wherein the schemes like CDR, S4A etc already implemented are not made available except with respect to discontinuation of Joint Lenders’ Forum.

Note: 4

On account of merger of State Bank of Hyderabad, State Bank of Patiala, State Bank of Bikaner & Jaipur, State Bank of Mysore & State Bank of Travancore into SBI, the shareholding of SBI has increased to 9,29,54,532 equity shares being 29.28% of the paid up capital of the Company. Securities and Exchange Board of India (SEBI) vide it’s notifications dated 14th August, 2017 has amended the SEBI Takeover Regulations, 2011 and has provided exemptions to the acquirer from giving open offer to the existing shareholders of the company pursuant to provisions mentioned in that notification even though the shareholding of the acquirer after acquisition of shares more than 25%.

Note: 5 : Trade Creditors include Rs. 0.10 Crores due to Micro, Small and Medium Enterprises (MSME’s) as per the information on record.

Previous year figures have been re-grouped/reclassified wherever/necessary to make them comparable with current year.


Mar 31, 2017

Note 1 - Corporate debt restructuring (CDR)

1 During the F.Y.2013-14, the Company’s proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell (“CDR Cell”) vide Letter of Approval (LOA) dated September 27, 2013. The cut off date (COD) for implementation of CDR was 1st April, 2013. The Company has executed Master Restructuring Agreement (‘MRA’) with CDR Lenders on September 30, 2013.

2 Lenders with the approval of CDR EG shall have the right to recompense the reliefs/ sacrifices/ waivers extended by respective CDR Lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Recompense amount comes to Rs.526.98 crores.

3 During the year, CDR lenders have approved to convert the outstanding loans of Rs. 934.26 crores Funded Interest Term Loan (FITL) and Working Capital Term Loan (WCTL) into equity. Till 31st March, 2017 total amount of Rs. 852.53 Crores of FITL & WCTL was converted by the Lenders and accordingly 51394193 equity shares were allotted to them at a price of Rs. 165.88 per shares

4. Pursuant to the successful conversion of the outstanding loan of FITL & WCTL into equity shares as per the details given above, the company became compliant to the requirement of minimum public share holding of 25% in the listed companies as per the SEBI guidelines. The company has received an order from SEBI u/s 11(1), 11(2)(1), 11(4) & 11B of the SEBI Act, 1992 dated 09th March, 2017 to this effect.

5. After close of Financial Year on 5th May, 2017and further on 24th May, 2017, total amount of Rs. 80.07 crores of FITL & WCTL was into equity shares converted by Lenders and accordingly 48,26,982 equity shares were allotted to them at a price of Rs. 165.88 per share. ( FV of the equity share Rs. 10)

6. After close of Financial Year on 24th May 2017, the Company has entered into a Framework Agreement with the CDR Lenders for their approval under Scheme of Sustainable Structuring of Stressed Assets (S4A) in terms of RBI circular dated 13th June, 2016 according to which unsustainable loans of Rs. 2249.74 crores was converted into Equity Shares and optionally convertible debentures(OCD). Accordingly CDR Lenders were allotted 10,73,45,243 equity shares at a price of Rs.146.03 per share and 39,95,092 “OCDs” of Rs. 1000/- each. On 24th May, 2017.

7. Total outstanding amount on account of repayment of term loans of Rs. 78.75 Crores and interest on Term loans and working capital loan of Rs. 155.87 Crores due and unpaid as on 31.03.2017 was considered as part of unsustainable debt and accordingly was cleared in full on 24.05.2017 upon the above conversion.

Promoters and Subsidiary companies have provided personal/corporate guarantee & collaterals for securing the term loans and working capital loan facilities availed by the company restricted up to the realizable value of assets provided as security.

Pursuant to section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 including further amendments thereto, a company has to spend, in every financial year, at least 2% of the average net profits of the company made during the last three years immediately preceding financial year, as per the objects mentioned in the Rules.

The company has no average net profits during the immediately preceding last three financial years, the provisions of section 135 of the Companies Act, 2013 are not applicable.

Note: 2 Disclosure on Specified Bank Note (SBNs)

During the year the company had specified bank notes or other denomination as defined in MCA notification G.S.R. 308(E) dated March, 31, 2017 on the details of specified Bank Notes (SBNs) held and transacted during the period from November 8, 2016 to December 30, 2016 is given below:

1. The company adopted Indian Accounting Standards (“Ind AS”) from 1 April 2016 and accordingly these results has been prepared in accordance with the recognition and measurement principles laid down in the Ind AS 34, Interim Financial Reporting prescribed under section 133 of the companies act 2013 read with the relevant rules issued there under and other accounting pronouncements generally accepted in India. Financial results for all the periods presented have been prepared in accordance with the recognition and measurement principles of Ind AS 34.

Note: 3 Previous year figures have been re-grouped/reclassified wherever/necessary to make them comparable with current year.


Mar 31, 2016

Note 1:

The company and the promoters are in the process to take action to comply with the regulations of Securities and Exchange

Board of India related to Minimum public Shareholding (MPS) to increase the public shareholding to 25%.

Note 2 - Corporate debt restructuring (CDR):

1 During the F.Y.2013-14, the Company''s proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vide Letter of Approval (LOA) dated September 27, 2013. The cutoff date (COD) for implementation of CDR was 1st April, 2013. The Company has executed Master Restructuring Agreement (''MRA'') with CDR Lenders on September 30, 2013. The details of the Restructuring package as approved by CDR Cell are as under :-

a) Restructuring of repayment schedule for term loans under Technology Up gradation Funds Scheme (TUFS) and Non -TUFS Term Loans, reduction in interest rates, Additional facilities in the form of working capital term loan (WCTL) & Funded Interest Term Loan (FITL)

b) The promoters were required to bring contribution equivalent to 25% of the sacrifice amount by lenders. Accordingly promoters have brought in an amount of Rs. 96.66 crores as unsecured loan

c) Lenders with the approval of CDR EG shall have the right to recompense the reliefs/ sacrifices/ waivers extended by respective CDR Lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Tentative recompense amount comes to Rs. 526.98 crores.

Note: 3 Note on CSR

Pursuant to section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 including further amendments thereto, a company has to spend, in every financial year, at least 2% of the average net profits of the company made during the last three years immediately preceding financial year, as per the objects mentioned in the Rules.

The company has no average net profits during the immediately preceding last three financial years, the provisions of section 135 of the Companies Act, 2013 are not applicable.

Note: 4 Note on Managerial Remuneration

In view of inadequate profit during the Financial Year. 2013-14 and 2014-15 the managerial remuneration paid exceeds the limits as mentioned under section 197 of the Companies Act, 2013 read with Schedule V. The company is in the process of obtaining the necessary approvals for the same.

Note: 5 Previous year figures have been re-grouped/reclassified wherever/necessary to make them comparable with current year.

1Directorships in Private Companies, Foreign Companies and the Companies under Section 8 of the Companies Act, 2013 are excluded.

# $ Memberships and Chairmanships of Audit Committee and Stakeholders Relationship Committee have been considered.

@ Mr. Narayanan Raja is a Nominee Director appointed by State Bank of India w.e.f. February 15, 2016.

c) Appointment / re-appointment of Directors:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Aman Agrawal, Whole-time Director and Mr. Prashant Agrawal, Managing Director will retire by rotation at the ensuing Annual General Meeting and the necessary details of the said directors have been provided in Notice of AGM.


Mar 31, 2015

Note 1: The company and the promoters are in the process to take action to comply with the regulations of Securities and Exchange Board of India related to Minimum public Shareholding (MPS) to increase the public shareholding to 25%.

Note 2: Corporate debt restructuring (CDR):

1 During the FY 2013-14, the Company's proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vide Letter of Approval (LOA) dated September 27, 2013. The cut off date (COD) for implementation of CDR was 1st April, 2013. The Company has executed Master Restructuring Agreement ('MRA') with CDR Lenders on September 30, 2013. The details of the Restructuring package as approved by CDR Cell are as under :- a) Restructuring of repayment schedule for term loans under Technology Upgradation Funds Scheme (TUFS) and Non -TUFS Term Loans, reduction in interest rates, Additional facilities in the form of working capital term loan (WCTL) & Funded Interest Term Loan (FITL)

b) The promoters were required to bring contribution equivalent to 25% of the sacrifice amount by lenders. Accordingly promoters have brought in an amount of R 96.66 crores as unsecured loan

c) Lenders with the approval of CDR EG shall have the right to recompense the reliefs/ sacrifices/ waivers extended by respective CDR Lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Tentative recompense amount comes to R 526.98 crores.

Note 3: Promoters and Subsidiary companies have provided personal/corporate guarantee & collaterals for securing the term loans and working capital loan facilities availed by the company restricted upto the realizable value of assets provided as security.

Note - 4 : Contingent Liabilities Not Provided For :

(Rs. in Crores)

As on As on Particulars March 31, 2015 March 31, 2014

a) Bills Discounted with Banks under Letter of credits or otherwise. 107.53 67.10

b) Bank Guarantee 2.97 3.34

c) Demand outstanding related to Income tax 2.29 4.78

Note - 5 : Note on CSR

Pursuant to section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 including further amendments thereto, a company has to spend, in every financial year, atleast 2% of the average net profits of the company made during the last three years immediately preceding financial year, as per the objects mentioned in the Rules.

The company has suffered a net loss for the current year and having no average net profits during the immediately preceding last three financial years, the provisions of section 135 of the Companies Act, 2013 are not applicable.

Note - 6 : Note on Managerial Remuneration

In view of net losses incurred during the year the managerial remuneration paid exceeds the limits as mentioned under section 197 of the Companies Act, 2013 read with Schedule V. The company is in the process of obtaining the necessary approvals for the same.

Note 7: Previous year figures have been re-grouped / reclassified wherever/necessary to make them comparable with current year.


Mar 31, 2014

Note 1: In the first quarter of the financial year, an extensive exercise of review of inventory was undertaken by the management to put its present realizable value after completion of all expansion projects and Rs.258.36 crores was written off as valuation difference under extraordinary item.

Note 2: In the first quarter of the financial year, the loss on foreign exchange fluctuation on outstanding working capital limits under foreign currency due to exchange rate difference of Rs.90.92 crores was accounted for under extra-ordinary item.

Note 3: In the month of March, 2014, the Company had declared lock –out at Mill Division located at Dodaballapur, Bengaluru as a part of restructuring exercise. The operations at the said unit were re-started in the month of May, 2014.

Note 4: To comply with the regulations of Securities and Exchange Board of India related to Minimum Public Shareholding (MPS) the company and the promoters of the company have initiated the steps to increase the public shareholding to 25%.

Note 5: Corporate debt restructuring (CDR):

1 During the year, the Company''s proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vide Letter of Approval (LOA) dated September 27, 2013. The cut off date (COD) for implementation of CDR was 1st April, 2013. The Company has executed Master Restructuring Agreement (''MRA'') with CDR Lenders on September 30, 2013. The details of the Restructuring package as approved by CDR Cell are as under :–

a) Restructuring of repayment schedule for term loans under Technology Upgradation Funds Scheme (TUFS) and Non -TUFS Term Loans, reduction in interest rates, additional facilities in the form of Working Capital Term Loan (WCTL) & Funded Interest Term Loan (FITL)

b) The promoters to bring contribution equivalent to 25% of the sacrifice amount by lenders. Accordingly promoters have brought in an amount of v 89.19 crores as unsecured loan

c) Lenders with the approval of CDR EG shall have the right to recompense the reliefs/ sacrifices/ waivers extended by respective CDR Lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Tentative recompense amount comes to v 526.98 crores.

Note 6: As per Accounting Standard 15 "Employee Benefits", the disclosure of Employee benefits as defined in the Accounting Standard are given below:

Note 34: Related Party Disclosure

Sr Name of Related Party Relationship

a) STI India Ltd. Subsidiary Company

b) DPJ Clothing Ltd. Subsidiary Company

c) Bombay Rayon Holdings Ltd. Subsidiary Company

d) BRFL Bangladesh Pvt. Ltd. Subsidiary Company

e) BRFL Europe B.V. Subsidiary Company

f) BRFL Italia S.R.L. Subsidiary Company

a) Latur Integrated Textile Park Pvt. Ltd. Other Related Parties

b) Islampur Integrated Textile Park Pvt. Ltd. Other Related Parties

c) STI Sanoh India Limited Other Related Parties

d) Kagal Industrial Textile Technology Park Pvt. Ltd. Other Related Parties

e) Reynold Shirting Ltd. Other Related Parties

f) Bombay Rayon Clothing Ltd. Other Related Parties

g) Bestsellers Retail India Pvt. Ltd. Other Related Parties

h) Best United Lifestyles Pvt. Ltd. Other Related Parties

i) Best United India Comforts Pvt. Ltd. Other Related Parties

j) Bestseller Wholesale India Pvt. Ltd. Other Related Parties

k) B. R. Machine Tools Pvt. Ltd. Other Related Parties

l) Ashwell Holding Company Pvt. Ltd. Other Related Parties

m) Arihant Organics Pvt. Ltd Other Related Parties

n) Clinvent Real Estates Pvt Ltd Other Related Parties

a) Mr. Janardan Agarwal, Non Executive Chairman Key Managerial Personnel

b) Mr. Aman Agarwal, Vice Chairman Key Managerial Personnel

c) Mr. Prashant Agarwal, Managing Director Key Managerial Personnel

d) Mr. Uday Mogre, Executive Director –Corporate (upto 31/12/2013) Key Managerial Personnel

e) Mr. A.R. Mundra, Executive Director –Finance Key Managerial Personnel

a) Mrs. Bimla Devi Agarwal Relative of KMP

b) Mrs. Vinita Agarwal Relative of KMP



Note 7: Promoters and Subsidiary companies have provided personal/corporate guarantee & collaterals for securing the term loans and working capital loan facilities availed by the company restricted upto the realizable value of assets provided as security.

Note - 8 : Contingent Liabilities Not Provided For : (Rs. in Crores) Particulars As on As on March 31,2014 March,2013

a) Bills Discounted with Banks under Letter of credit or otherwise. 67.10 7.14

b) Bank Guarantee 3.34 2.82

c) Disputed demand outstanding related to Income tax 4.78 60.02

(The matters are pending with Income Tax Authorities)

Note 9: Previous year figures have been re-grouped/reclassified wherever/necessary to make them comparable with current year.


Mar 31, 2013

Note 1:

Promoters and Subsidiary company provided personal/corporate guarantee & collaterals to the extent ot Rs. 1557.49 Crores for securing the Term Loan and working capital loan facilities obtained by the company from banks.

Note 2 : During the year Rs. 359.10 Crores being Trial Run Expenses for the company''s projects completed but as trials, were capitalized.

Note - 3 : Contingent Liabilities Not Provided For:

(Rs. in Crores)

As on As on Particulars March 31, 2013 March 31, 2012

(i) BHIs Discounted wfth Banks under Letter of credits or otherwise. 7.14 9.75

(ii) Bank Guarantee 2.82 7.76

(iii) Disputed demand outstanding related to Income tax

(The matters are pending with Income Tax Authorities) 60.02 1.97

Note 4: Previous year figures have been re-grouped/reclassified wherever/necessary to make them comparable with current year.


Mar 31, 2012

Note 1: Contingent Liabilities not provided for:

(Amount Rs. In Crores) As at As at 31.03.2012 31.03.2011

(i) Bills Discounted with Banks under Letter of credits or otherwise. 9.75 51.38

(ii) Bank Guarantee 7.76 3.93

(iii) Disputed demand outstanding related to Income tax 1.97 4.96 (The matters are pending with Income Tax Authorities)

Note 2: Previous year figures have been re-grouped / reclassified wherever necessary to make them comparable in accordance with revised schedule VI.


Mar 31, 2011

(Rs. in Lacs)

(1) Contingent Liabilities not provided for: 31.03.2011 31.03.2010

(a) Bills Discounted with Banks under Letter of Credits or otherwise. 5138.21 12202.99

(b) Bank Guarantees 392.71 -

(6) During the year, there was an increase in the share capital and reserves due to Issue & allotment of 1,60,00,000 Global Depository Receipts (GDRs) representing underlying equivalent number of equity shares to the persons resident outside India for US $ 6.60 per GDR (Rs. 292.69/- per GDR of face value of Rs. 10/- each) aggregating to Rs. 46830.72 lacs.

(2) The Company had alloted 1,00,00,000 warrants on October 4, 2010 at Rs. 263 per warrant to B.R. Machine Tools Pvt Ltd. a promoter group company on receipt of 25% upfront money as per the provisions of SEBI Guidelines for Preferential Allotment. The aforesaid warrants at the option of the allottee is convertible into equivalent number of equity shares of the face value of Rs. 10/- each within a period of 18 months from the date of allotment.

(3) In accordance with the provisions of Section 78 (2)(b) and (c) of the Companies Act, 1956, Securities Premium Account has been utilised to write off expenses for share issue expenses(including expenses for increase in Authorised Capital) of Rs.. 208 lacs in respect of issue and allotment of GDRs.

(4) The Company has issued 42,00,000 equity shares of Rs. 10/- each fully paid up at a premium of Rs. 183/- per share on exercise of option for conversion of warrants to Reynold Shirting Ltd., after the balance sheet date. The Company has also considered the above shares for the purpose of proposed dividend.

(5) During the year,the Company has acquired 86,47,336 equity shares and 32,180,000 Optionally Convertible Debentures (OCDs) of the Company along with all the underlying security including the 1,18,14,114 equity shares held by the IDBI Trusteesh p Services Ltd from the Private Equity shareholders and OCD holders of Series 1, 2, 3 & 4 of Indore based Textile Company STI India Limited (STI), a Company listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Consequention acquisition,Open offer pursuant to SEBI (Acquisition and Takeover) Regulation, 1997 was triggered and at present the Compary is holding 2,13,79,722 constituting 73.72% of the equity capital of STI thereby becoming the Holding Company of STI.

(6) The Employees'Gratuity Fund Scheme, which is a defined plan, is managed by the Trust maintained with Life Insurance Corporation of India (LIC) and State Bank of India. The present value of obligation is determined based on actuarial valuation using Projected Unit Credit Method, which is recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(7) Based on the information available with the Company, there are no suppliers who are registered as micro or small enterprises under The Micro, Small and Medium Enterprises Development Act, 2006, as at March 31, 2011.

(8) Related Party Disclosure

Name of the Related Party

(A) Subsidiary Companies

BRFL Europe B.V.

DPJ Clothing Ltd.

Bombay Rayon Holdings Ltd.

BRFL Italia S.r.l.

BRFL Bangladesh Pvt. Ltd.

STI India Ltd. (w.e.f. October 27, 2010)

(B) Other related parties

(a) Reynold Shirting Ltd.

(b) Bombay Rayon Clothing Ltd.

(c) Bestsellers Retail India Pvt. Ltd.

(d) Best United Lifestyles Pvt. Ltd.

(e) Best United India Comforts Pvt. Ltd.

(f) Bestseller Wholesale India Pvt. Ltd.

(g) B. R. Machine Tools Pvt. Ltd.

(C) Key Managerial Personnel

Name of Personnel Designation

(a) Mr. Janardan Agrawal Non Executive Chairman

(b) Mr. Aman Agrawal Vice Chairman

(c) Mr. Prashant Agrawal Managing Director

(d) Mr. Uday C. Mogre Executive Director -Corporate

(e) Mr. A. R. Mundra Executive Director -Finance

(9) Segmental Reporting

The Company is mainly engaged in the business of manufacturing of textiles consisting of fabrics and garments. Considering the nature of business and financial reporting of the Company, the Company has only one segment viz; textile as reportable segment. The Company operates in Local & Export segments Geographically. The sales for both is separately given, but due to the nature of business the assets/liabilities and expenses for these activities can not be bifurcated separately.

The Company is also engaged in Power generation through Wind Mills and manufacturing of Buttons, however the same are not considered as reportable segment in accordance with AS-17.

(10) The disclosures mandated by paragraphs 3(i)(a), 3(ii)(a), 3(ii)(b) and 3(ii)(d) of Part II, Schedule VI to the Companies Act, 1956 have not been provided in view of applicability of exemption vide General Notification No. S.O. 301(E) dated February 8, 2011 issued under Section 211(3) of the Companies Act, 1956 by The Ministry of Corporate Affairs, Government of India.

(11) Previous year figures have been regrouped/reclassified wherever necessary to make them comparable.

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