Notes to Accounts of Digjam Ltd.

Mar 31, 2016

Note: Amount stated in “Current Maturities” are amounts disclosed under the head “Other Current Liabilities” (Refer Note 9)

Loan from Housing Development Finance Corporation Limited total outstanding - Rs. Nil together with the right of recompense, if any, on account of settlement is secured by mortgage on specified immovable properties.

Loans from bank for purchase of vehicles total outstanding - Rs. 6,69,795 are secured against the vehicles purchased out of those loans. The loans are repayable, in 37 equated monthly instalments, by April 2019.

Unsecured Interoperate Deposits of Rs. 9,14,00,000 are repayable after June, 2017.

Secured loans are for working capital from consortium of banks, comprising of UCO Bank and State Bank of India, and are secured by first charge on inventories and book debts besides second charge on movable machinery and fixed assets at Jamnagar as well as on DIGJAM brand, all ranking paripassu, and pledge of part of the promoters'' shareholding in the Company.

There are no dues and no payment has been made to Micro and Small Enterprises, determined to the extent such parties have been identified on the basis of information available with the Company, as at March 31, 2016, which requires disclosure under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by auditors.

f. The contribution expected to be made by the Company during the next financial year has not been ascertained.

g. The Company makes Provident Fund, Superannuation Fund and Employee State Insurance Scheme contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 1,30,34,064 for Provident Fund contributions, Rs.10,38,859 for Superannuation Fund contributions and Rs. 34,06,935 for Employee State Insurance Scheme contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

@Includes amount paid to a firm in which some of the partners of the Statutory Auditors are partners : Rs 30,000.

** The Company is lessee under various operating leases, none of which is non-cancellable.

1. In view of uncertainty that sufficient future taxable income will be available against unabsorbed depreciation and carried forward losses under tax laws, deferred tax asset has not been recognised.

2. As on March 31, 2016 Company''s current liabilities are over its current assets. The Company has taken steps to strengthen its liquidity position by infusing long term funds by way of long term loans. The Company expects to earn operating profit and a positive cash flow during the current year from the operations.

3. Foreign Exchange Exposure

i. There are no outstanding foreign exchange exposures hedged under forward contracts.

ii. The foreign exchange exposures not covered under forward contracts -

Receivables : EURO - 8,558, Rs. 6,45,477, USD - 200, Rs. 13,266 and GBP - 50, Rs. 4,780 Payables : EURO - 57,254, Rs. 43,20,991, USD - 90,490, Rs. 59,97,716

4. Segment Information

(in terms of AS 17)

As the Company operates in a single business segment “Textiles”, the primary segment information in terms of AS 17 is not required to be given. The information based on location of customers are as under:

(Rs.)

5. Related Party Disclosures

(in terms of AS 18)

i. Key Managerial Personnel:

Sri C. Bhaskar (Managing Director & Chief Executive Officer) - Remuneration - Rs.25,14,600.

The above remuneration is for the period from the close of business as on June 30, 2015 (Appointed Date) up to March 17, 2016 Rs. 23,82,684 as Managing Director of erstwhile Digjam Limited (Amalgamating Company) in accordance with the Special Resolution approved at the Extra-Ordinary General Meeting of the Amalgamating Company held on March 25, 2015 and Rs. 1,31,916 for the period from March 18, 2016 as per approval of the Board of Directors in accordance with Section II Part II of Schedule V of the Companies Act, 2013 subject to approval of the Members at the forthcoming Annual General Meeting as provided in Section 196(4) of the Companies Act, 2013.

The remuneration exclude gratuity funded through LIC, and leave obligation for which contribution/provision are not separately identified. There was no other transaction with him during the aforesaid period.

ii. Xpro India Ltd. (a company where common management may be deemed to exist) - transferred pursuant to Scheme of Amalgamation (Refer Note 1C) - Rs. 2,50,00,000, aggregate of Short Term Deposits taken from them from time to time -Rs. Nil; Deposits repaid from time to time - Rs. 2,50,00,000. Interest expense (gross) on above Deposits - Rs. 28,72,429 and Expenses reimbursed - Rs. 7,39,784. Maximum outstanding balance (credit) during the period - Rs. 2,62,04,823. Outstanding balance as at March 31, 2016 - Rs. Nil.

*Note : For the purpose of calculating Earnings Per Share, the Equity Shares to be issued pursuant to the Scheme (Refer Note No. 1B) have been considered effective close of business as on June 30, 2015, being the Appointed Date under the Scheme and the Equity Shares on incorporation have been ignored since the same are cancelled there under .

6. The Company was incorporated on June 17, 2015 and hence, previous year''s figures are not given.