Notes to Accounts of MW Unitexx Ltd.

Mar 31, 2014

1. a) The Company has not alloted any bonus shares either equity or preference share during the last 5 years

b) Term/Rights attached to equity shares

"The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share" except as otherwise stated."

c) Pursuant to the Scheme of amalgamation , the shareholders of the erstwhile comapany Progard Textile (India) Private Limited were allaoted 40,76,108 Equity Shares of the face value ofRs. 10 at premium of Rs. 1.70 Per share and Compulsorily Convertible Preference Shares 19,56,53,176 of the face value of Rs. 10 at premium of Rs. 1.70 Per Share. The said CCPS are alloted on 16th January 2012 and carry a copuan rate of 0% and shall be converted into Equity Shares in the ratio of 1 Equity Shares of the Face value of Rs. 10/- each of the Company for every 1 CCPS of the face value of Rs. 10/- each . The CCPS shall be converted in to Equity Shares in one or more trenches over a period of time in such manner that the requirement of clause 40A of the Listing Agreement with the Stock Exchanges shall be met all the times

2. Security given against loans outstanding from Financial Institution during current years

a. First Charge on vacant land located at Plot No. 60, MIDC, Phase II, Street 14, Marol Industrial Area, Andheri (E), Mumbai - 400 093 admeasuring 2,947 sq mtrs belonging to M/s S. Kumars Retailer Services Private Limited, valuing about Rs. 173 crores, to the extent of 1.5 times assets cover of the loan Amount as per the valuation report dated November 23, 2011.

b. Personal guarantee of Mr. Warij A. Kasliwal

c. Post dated cheques (PDC''s) towards payment of Interest and the repayment of instalments of the principal.

3. The company has given corporate guarantee in favour of one of its group company amounting to Rs. 500 Lacs (P.Y. Rs. 500 Lacs).

4. During the year, there has been a limited progress in the Unimart Project being undertaken by the Company, due to which no capitalization of stores has taken place and the company continued with incurring Capital Work in Progress under the head pre operative expenditure pending for allocation for Unimart Project aggregating to Rs. 1732.03 Lacs (P.Y. Rs. 3042.48 Lacs). Out of this Company has written off borrowing cost amounting to Rs. 2685.94 lacs, which was included under the head pre operative expenditure. The management is hopeful of implementing the above project in near future.

5. The Company had given interest free refundable deposit to agent amounting to Rs. 4471.05 Lacs ( PY 7,851.82 Lacs) which is outstanding for long time without any performance, shown under the head Long terms loans and advances for procuring material, executing the branding and promotional activities under the name and style of unimart at various places.

6. The management has made the provision for employee benefits, based on estimate considering the size of the employees.

7. In the opinion of the management, the Sundry debtors and Loans& Advances are approximately of the value stated in the books of accounts, if realised in the ordinary course of business and adequate provision has been made in the accounts in respect of all known liabilities.

8. Inventory as at the close of the year was arrived at by reducing the sales quantity and process loss from the opening and purchases made during the year. The quantity of the same has been considered in the financial statements as taken, valued and certified by the management.

9. There are limited numbers of employees as at the close of the year, provision towards Employee benefits has been made on accrual basis based on management estimates.

10. The Company has not received any information regarding its ''suppliers'' status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosure regarding the same has not been provided-

a. Amount due and outstanding to suppliers as at the end of accounting year

b. Interest paid during the year

c. Interest payable at the end of the year; and

d. Interest accrued and unpaid at the end of accounting year,

The Company is in the process of getting the confirmations from the suppliers as regards their status under the above which has been relied upon by the auditors.

11. The Company believes that no impairment of assets arises during the year as per the recommendations of Accounting Standard - 28 Impairment of Assets, issued by the Institute of Chartered Accountants of India considering the age of the Fixed Assets situated at its Head Office.

12. The Company is engaged in the business of supplies of Corporate & Work wear Uniforms , Fabrics and all operations comprise part of a single business segment namely ''Textiles Business''. Therefore no separate segment information has been presented as per AS 17 ''Segment Information'', notified by the Central Government under Companies (Accounting Standards) Rules, 2006.

13. The Company enters into leasing arrangements for office premises in general. The leases are cancellable and are generally for a period of one year. There are no significant conditions, restrictions or contingent rents. The total rental expense recognized in the statement of profit and loss for the period is Rs. 1,95,000/- (PY - Rs. 1,80,000/-) and Rs. 11,89,736/ - including in pre- operative expenses (P.Y. 11,62,682/-)

14. Previous Year''s figures are regrouped/rearranged wherever considered necessary to confirm to current year''s presentation

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Mar 31, 2012

1. During the year the company has given corporate guarantee in favour of one of its group company amounting to Rs 500 Lacs

2. Showcase model of Unimart, at Andheri , Mumbai, is successful and we are in the process of establishing similar Unimart hubs cross India. Besides school uniforms, the Unimart will also cater to all clothing and school related accessories. Consultants have been appointed to advice us on its infrastructure, set up, operating systems and procedure, selection of Franchisees etc. Franchisees selection, on merits, is in progress. Accordingly, during the period, the company has incurred Pre - Operative Expenditure amounting to Rs. 14.55 Crs for the same and are pending for allocation.

3. The Company has allotted 195,653,176 Compulsory Convertible Preference Shares (“CCPS”) at Rs. 10 each fully paid as per the Scheme of Merger of Progard Textiles (India) Private Limited with the company as approved by the Honourable High Court of Bombay.

4. In the opinion of the management, the Sundry debtors and Loans & Advances are approximately of the value stated in the books of accounts, if realised in the ordinary course of business and adequate provision has been made in the accounts in respect of all known liabilities.

5. Balance confirmation in respect of Sundry Debtors, Loans and Advances and Current Liabilities has been obtained. Consequential adjustments arising on such confirmations and reconciliation have been given effect in the books of the Company.

6. Inventory as at the close of the year was arrived at by reducing the sales quantity and process loss from the opening and purchases made during the year. The quantity of the same has been consid- ered in the financial statements as taken, valued and certified by the management.

7. Retirement benefits - Gratuity & Leave Encashment Defined Benefit Plan

The following tables summarise the components of the net employee benefit expenses recognized in the Profit and Loss Account, the fund status and amount recognized in the Balance Sheet for the gratuity and Leave Encashment benefit plan (as per the actuarial valuation carried out by the Company).

8. (a) Provision for Current tax has been considered in the accounts as per the Income Tax Act, 1961. (b) Break up of net Deferred Tax Liability/(Asset) as on 31.03.2012 is given as under:

9. The Company has not received any information regarding its ‘suppliers' status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosure regarding the same has not been provided-

a. Amount due and outstanding to suppliers as at the end of accounting year

b. Interest paid during the year

c. Interest payable at the end of the year; and

d. Interest accrued and unpaid at the end of accounting year,

The Company is in the process of getting the confirmations from the suppliers as regards their status under the above which has been relied upon by the auditors.

10. The Company believes that no impairment of assets arises during the year as per the recommenda- tions of Accounting Standard - 28 Impairment of Assets, issued by the Institute of Chartered Ac- countants of India considering the age of the Fixed Assets situated at its Head Office.

11. Foreign Exchange fluctuations debited to the Profit and Loss Account of Rs. 0.13 Lacs (Previous year Rs. 0.64 Lacs)

12. Related Party Disclosures are as under:

Names of the related parties and nature of relationship which exists: - Associates and Subsidiaries

I. Associates

- MW Corp Pvt. Ltd.

- Raj Infin Pvt. Ltd.

- Girija Holdings Pvt. Ltd.

- MW Infra Developers Ltd.

- Entegra Limited

- Shree Maheshwar Hydel Power Corporation Ltd.

- Hindon River Mills Ltd.

- S. Kumars Life Assurance Corporation Ltd.

- Dasna Developers Pvt. Ltd.

- Ennertech Biofuels Pvt. Ltd.

- MW Advisers Limited.

II. Subsidiaries and fellow subsidiaries: - S. Kumars Ltd.

-Manmade Fabrics Sales & Service Pvt. Ltd.

- Manors Textiles Limited -MW Unitex S.A.

-Klopman Holdings S.a.r.l.

-Klopman International S.r.l.

-Intex S.A.

-Klopman AG -Klopman GmbH -Klopman Espana S.A.

- Klopman India Pvt. Ltd.

- Klopman Textiles Pvt. Ltd.

III. Key Management Personnel: - Mr. Mukul S. Kasliwal- Chairman

- Mr Warij A. Kasliwal- Vice Chairman

- Mr. V.K. Maloo- Managing Director

IV. Relatives of key management personnel: - None.

Note: Previous year's figures are given in brackets.

Export of services Rs.6.65 lacs (Previous year Rs 92.27 Lacs)

13. Previous Year's figures are regrouped/rearranged wherever considered necessary to conform to current year's presentation

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Mar 31, 2010

1. In the opinion of the management, the Sundry debtors and Loans & Advances are approximately of the value stated in the books of accounts, if realised in the ordinary course of business and adequate provision has been made in the accounts in respect of all known liabilities.

2. Balances in respect of Sundry Debtors, Loans and Advances and Current Liabilities are subject to confirmation from the respective parties and reconciliation, if any. Consequential adjustments which may arise on such confirmations of reconciliation will be given effect in the books of the Company in the year of such confirmation/reconciliation. However, in the management opinion, the impact of the same on the respective assets and liabihties and on the profits of the year is in significant.

3. Sundry Debtors, Loans and Advances and Current Liabilities include the following amounts receivable from /payable to the companies m which some of the directors of the Company are interested as directors/members:

4. Inventory as at the close of the year was arrived at by reducing the sales quantity and process loss from the opening and purchases made during the year. The quantity of the same has been considered in the financial statements as taken, valued and certified by the management.

5. Retirement benefits Gratuity & Leave Encashment

Defined Benefit Plan

The following tables summarise the components of the net employee benefit expenses recognized in the Profit and Loss Account the fund status and amount recognized in the Balance Sheet for the gratuity and Leave Encashment benefit plan (as per the actuarial valuation carried out by the Company).

8. The Company has not received any information regarding its suppliers status under the Micro, Small and Medium Enterprises Development Act, 2006 andhence the disclosure regarding:

a. Amount due and outstanding to .supphersas at the end of accounting year

b. Interest paid during the year

c. Interest payable at the end of the year and

d.Intere sta ccrued and unpaidat the end of account ingyear,has not been provided.

The Company is in the process of getting the confirmations from the suppliers as regards their status under the above which has been rehed upon by the auditors.

9. The Company believes that no impairment of assets arises during the year as per the recommendations of Accounting Standard - 28 Impairment of Assets, issued by the Institute of Chartered Accountants of India considering the age of the Fixed Assets situated at its Head Office.

10. Foreign Exchange fluctuations debited to the Profit and Loss Account of Rs. 1.97 Lacs (Previous year a gaim of Rs. 10.30Lacs)

11. Segment Reporting

The Companys operations predominantly relate to two divisions i.e. providing consultancy services and textile business. The Company considers these divisions as primary segment. There are no geographical segments during the year.

Income and direct expenses in relation to the segments are categorized based on the items that are individually identifiable to the segments, while remainder of the costs are apportioned on an appropriate basis.

The assets of the Company are used interchangeably between the divisions and the management believes that it is currently not practical to provide segment disclosures relating to total assets and liabiMes since a meaningful

12. Related Party Disclosures areas under:

Names of the related parties and nature of relationship which exists: -

Associates and Subsidiaries

I. Associates

a) MW Corp Pvt. Ltd

b Raj In fin Pvt .Ltd.

c) Ginja Holdings Pvt. Ltd.

d) MW Infra Developers Pvt. Ltd.

e) S.Kumars Ltd.

f) SKM Fabrics (Amana) Ltd.

g) Manmade Fabrics Sales Service Pvt. Ltd. h Entegra Limited

i) Shree Maheshwar Hydel Power Corporation Ltd.

j Hindon River Mills Ltd.

k) S. Kumars Life Assurance Corporation Ltd.

1) Dasna Developers Pvt. Ltd.

m) Ennertech Biofuels Ltd.

n) Progard Textiles (India) Pvt. Ltd.

o S. Kumars (Investments) Ltd.

p S. Kumars Retailer Services Pvt. Ltd.

q S. Kumar & Co.(Trades) Pvt. Ltd

r) MW Unitexx S.A.

s) Textile S.a.r.l.

t) Klopman International S.r.l.

u) Intex S.A.

v Klopman AG

w) Klopman GmbH

x) Klopman Espana S.A.

II. Subsidiaries and fellow subsidiaries: - None

III. Key Management Personnel: - Mr. Mukul S. Kashwal - Chairman

- Mr. V.KMaloo - Managing Director

IV. Relatives of key management personnel: - None



13. Additional information pursuant to paragraphs 3 & 4 of Part II of Schedule VI to the Companies Act, 1956.

b. Earnings/Expenditure in Foreign Currency:

14. Previous Years figures are regrouped/rearranged wherever considered necessary to confirm to current years

15. Information pursuant to Part IV of Schedule VI to the Com panies Act, 1956.