maharaja shree umaid mills limited - msumindia.com · products in the yarn trade such as soft touch...

Regd. Office : 706, Krishna, 7th Floor, 224, A.J.C.Bose Road, Kolkata - 17Phone : +91-33-22230016, Fax : +91-33-22231569,

E-mail : [email protected] : www.msumindia.com, CIN : U17124WB1939PLC128650Head Office and Works: Jodhpur Road, Pali - 306 401 (Rajasthan)

Phone : +91-2932-220286/288, Fax: +91-2932-221333,Email : [email protected]

Maharaja ShreeUMAID MILLS LIMITED

2Annual Report 2015-16

Maharaja Shree

UMAID MILLS LIMITED

Board of Directors :Mr. LN BANGUR, Chairman & Managing Director

Mrs. ALKA DEVI BANGUR, Director

Mr. YOGESH BANGUR, Deputy Managing Director

Mr. SWAPAN NATH, Executive Director & CEO

Mr. CHANDRAVADAN DESAI, Independent Director

Mr. AMITAV KOTHARI, Independent Director

Mr. RAJIV KAPASI, Independent Director

Chief Financial Officer :Mr. PRABHAT SINGHEE

Company Secretary :Mr. PRADIP KUMAR OJHA

Statutory Auditors :M/s SINGHI & CO.

402-403, PRAGATI HOUSE, 47-48, NEHRU PLACE, NEW DELHI- 110019

Internal Auditors :KPMG

MARUTHI INFO-TECH CENTRE, 11-12/1 INNER RING ROADKORAMANGALA, BANGLORE - 560071

Bankers :STATE BANK OF BIKANER & JAIPUR

IDBI BANK LTD.ICICI BANK LTD.

BANK OF BARODA

Regd. Office : ‘‘KRISHNA’’, R.No. 706, 7th FLOOR, 224, AJC BOSE ROAD, KOLKATA – 700017 (W.B.)

Phone : +91-33-22230016, Fax : +91-33-22231569, E-mail : [email protected] : www.msumindia.com, CIN : U17124WB1939PLC128650

Head Office and Works :JODHPUR ROAD, PALI – 306 401 (Rajasthan)

Phone : +91-2932-220286/288, Fax: +91-2932-221333, Email : [email protected]

Important Communication to Members on Green Initiative

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperlesscompliances by companies and has issued circulars stating that service of notice/documents including AnnualReport can be sent by e-mail to its members. To support this green initiative of the Government, members who havenot registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronicholdings, with their respective Depository Participants.

Members who hold shares in physical form are requested to download the “E- Communication Registration Form”from our website: www.msumindia.com under “financials” and send the duly filled-in and signed form to CompanySecretary, Maharaja Shree Umaid Mills Limited, Krishna, R.No. 706, 7th Floor, 224, AJC Bose Road, Kolkata-700017 (W.B.)

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Maharaja Shree

UMAID MILLS LIMITED

Annual Report 2015-16

CMD’s Communiqué

Dear Fellow Shareholders,

It’s my pleasure to share the Financial Statements of your Company.

Financial results and performance of the company has been below

expectations and not satisfactory.The reasons for such adverseperformance was higher cost of manufacturing, poor Unit Value Realisation(UVR) and lower plant capacity utilisation. In the Yarn business, old

machines coupled with labour issues is limiting our efficiency andproduction.Fabric processing plant could not operate consistentlythroughout the year due to operational bottlenecks. In the Poplin business,

the company is facing huge competition from the unorganized sectors.

The Company has started focussing more on exports to create brandvalue and achieve better UVR and is increasing its basket of value added

products in the yarn trade such as Soft Touch Yarn, Zero Twist Yarn, DyedPolyester Melange Yarn and Multi Fold Yarn. The Company has enteredinto several new business products such as 63" Suiting and Shirting and

has modified its production abilities to launch new products such as 100%Linen, Cotton-Linen, Coolant Fabric etc.

The Company is focussed to achieve its rated capacity and supply quality

products by improving operational efficiency, undertaking upgradationprogrammes, adopting stringent cost control measures and aggressivemarketing of its existing and new products thereby aiming to substantially

improve its performance in the forthcoming quarters.

Thanking you,

LN BANGURChairman and Managing Director


Maharaja Shree

UMAID MILLS LIMITED NOTICE TO SHAREHOLDERS

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the 76th Annual General Meeting of the members of MAHARAJA SHREE

UMAID MILLS LIMITED will be held at Far Pavillion, The Tollygunge Club Ltd., 120, Deshpran Sasmal

Road, Kolkata - 700033 on Tuesday, the 27th day of September, 2016 at 11.30 A.M. to transact the following

businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt:

a. the Annual Audited Standalone Financial Statements of the Company for the financial year

ended 31st March, 2016 including the Audited Balance Sheet as at 31st March, 2016 and

Statement of Profit & Loss for the year ended on that date and the Reports of the Board of

Directors and Auditors thereon; and

b. the Annual Audited Consolidated Financial Statements of the Company for the financial year

ended 31st March, 2016 including the Audited Balance Sheet as at 31st March, 2016 and

Statement of Profit &Loss for the year ended on that date and the Report of the Auditors thereon.

2. To appoint a Director in place of Mrs. Alka Devi Bangur (DIN 00012894), who retires by rotation at

this Annual General Meeting and being eligible, offers herself for re-appointment.

3. To ratify the appointment of M/s Singhi & Co., Chartered Accountants (Firm Registration Number:

302049E) as Statutory Auditors for the Financial Year 2016-17 and to fix their remuneration and in

this regard to consider and, if thought fit, to pass, with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 141, 142 and other applicable provisions, if any, of

the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the

appointment of M/s Singhi & Co., Chartered Accountants (Firm Registration Number: 302049E), be

and is hereby ratified as Statutory Auditors to hold office from conclusion of this Annual General

Meeting until the conclusion of next Annual General Meeting of the Company at such remuneration

and other terms and conditions as may be decided by the Board of Directors of the Company based

on recommendations of the Audit Committee.”

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass with or without modification, the following resolution as

an ORDINARY RESOLUTION :

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of

the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof, for the time being in force), the Cost Auditors

appointed by the Board of Directors of the Company, to conduct the audit of the Cost Accounting

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Maharaja Shree

UMAID MILLS LIMITED


Records of the Textile Unit of the Company for the financial year ending March 31, 2017, be paid

a Consolidated Remuneration of ` 35,000/- (` Thirty Five Thousand only) plus service tax as

applicable and, exclusive of out of pocket expenses, if any, incurred during their course of

assignment, which shall be reimbursed separately;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised

to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient

to give effect to this resolution.”

By Order of the Board

For MAHARAJA SHREE UMAID MILLS LTD.Hyderabad Pradip Kumar OjhaAugust 9, 2016 COMPANY SECRETARY

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED,COMPLETED, SIGNED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOTLESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. (a) A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregatenot more than ten percent of the total share capital of the Company carrying voting rights. A memberholding more than ten percent of the total share capital of the Company carrying voting rights mayappoint a single person as proxy and such person shall not act as a proxy for any other person ormember.

(b) The proxy holder shall prove his identity at the time of attending the Meeting. When a memberappoints a proxy and both the member and proxy attend the meeting, the proxy stands automaticallyrevoked. Requisition for inspection of proxies shall have to be made in writing by members entitledto vote on any resolution three days before the commencement of the meeting. Proxies shall be madeavailable for inspection during twenty four hours before the time fixed for the commencement of themeeting and ending with the conclusion of the meeting

3. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out thematerial facts concerning Item No. 4 of Special Business to be transacted at the Meeting is annexed heretoand forms part of the Notice.

4. Only registered members of the Company or any proxy appointed by such registered member may attendand vote at the meeting as provided under the provisions of the Companies Act, 2013. In case anyshareholder has voted electronically, then he/she can participate in the meeting but not vote.

5. In case of joint holders attending the meeting, the member whose name appears as the first holder inthe order of names as per the Register of Members of the Company will be entitled to vote.



Maharaja Shree

UMAID MILLS LIMITED

6. The relevant documents referred to in this Notice and Explanatory Statement are open for inspection inphysical form at the meeting and such documents will also be available for inspection at the registeredoffice of the Company on all working days except Saturdays, from 10:00 a.m. to 12:00 noon upto the dateof the ensuing Annual General Meeting.

7. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section189 of the Companies Act, 2013, the Register of Directors and Key Managerial Personnel and theirshareholding, maintained under Section 170 of the Companies Act, 2013 read with Rules madethereunder will be available for inspection at the AGM. Members who require communication in physicalform in addition to e-communication, may write to us at [email protected]

8. The Notice and Annual Report of the Company for the year ended 31st March, 2016 is uploaded on theCompany’s website at www.msumindia.com and may be accessed by the members. Members arerequested to bring their copy of the Annual Report to the Meeting.

9. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday,21st September, 2016 to Tuesday, 27th September, 2016 (both days inclusive) for the purpose of AnnualGeneral Meeting.

10. Corporate Members are requested to send a duly certified copy of the Board Resolution pursuant tosection 113 of the Companies Act, 2013 authorizing their representative(s) to attend and vote at theAnnual General Meeting.

11. Members holding shares in physical form are requested to intimate change in their registered addressmentioning full address in block letters with Pin code of the Post Office, mandate, bank particulars andPermanent Account Number (PAN) to the Company’s Registrar and Share Transfer Agent and in caseof members holding their shares in electronic form, this information should be given to their DepositoryParticipants immediately.

12. Pursuant to Section 72 of the Companies Act, 2013 and Rules made thereunder, Members holding sharesin physical form and desirous of making/changing nomination in respect of their shareholding in theCompany, are requested to submit the prescribed form SH -13 (Nomination Form) or SH-14 (Cancellationor Variation of Nomination), as applicable and deposit the same with the Company or its RTA. Membersholding shares in demat form may contact their respective DP for recording Nomination in respect of theirshares.

13. The Company has entered into necessary arrangement with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable the Members to dematerializetheir shareholding in the Company for which they may contact the Depository Participant of either of theabove Depositories.

14. The Ministry of Corporate Affairs vide its Circular Nos.17/2011 and 18/2011 dated April 21, 2011 andApril 29, 2011 respectively, has undertaken a ‘Green Initiative’ and allowed Companies to sharedocuments with its shareholders through electronic mode. Members are requested to support this GreenInitiative by registering/updating their e-mail addresses, in respect of shares held in dematerialized formwith Depository Participants and in respect of shares held in physical form with the Company’s Registrarand Share Transfer Agent, i.e. M/s. Maheshwari Datamatics Private Limited, 6, Mangoe Lane, Kolkata– 700 001 at [email protected] .

15. Members are requested to bring their attendance slip duly completed and signed, to be handed over at


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UMAID MILLS LIMITED


the entrance of the meeting hall. Members are also requested to bring their copy of Annual Report at themeeting.

16. Members desirous of obtaining any relevant information with regard to the accounts of the Company atthe Meeting are requested to send their requests to the Company at least 7 (seven) days before the dateof the Meeting, so as to enable the Company to keep the information ready.

17. Pursuant to Section 205C of the Companies Act, 1956, (which are still applicable as the relevant sectionsunder the Companies Act, 2013 are yet to be notified), the Company has transferred on due dates theUnclaimed/unpaid dividends upto financial year 2007-08 to the Investor Education and Protection Fund(IEPF) established by the Central Government. Members who have not encashed the dividendwarrant(s), so far for the financial year ended March 31, 2009, or any subsequent financial years arerequested to make their claims to the Registrar & Share Transfer Agent of the Company. Pursuant to theprovisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid andunclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaidand unclaimed amounts lying with the Company on 30th September, 2015 (date of the last AnnualGeneral Meeting) on the website of the Company at www.msumindia.com and also on the website of theMinistry of Corporate Affairs.

18. Electronic copy of the Annual Report including Notice of the 76th Annual General Meeting of the Companyinter alia indicating the process and manner of e-voting along with attendance slip and Proxy Form arebeing sent to all the members whose email IDs are registered with Company/Depository Participants.Members other than above, physical copy of the Annual Report including Notice of the 76th AnnualGeneral Meeting of the Company inter alia indicating the process and manner of e-voting along withattendance slip and Proxy Form are being sent in the permitted mode.

19. Members who have not registered their e-mail address so far, are requested to register their e-mail

address for receiving all communications from the Company electronically.

20. Members holding Shares of the Company in physical form through multiple folios in identical names orjoint accounts in the same order of names are requested to consolidate their shareholding into singlefolio, by sending their original share certificates along with a request letter to consolidate theirshareholding into one single folio, to the Registrar & Share Transfer Agent of the Company.

21. Information to Members as prescribed in Secretarial Standard - 2 in respect of appointment orreappointment and/or fixation of Remuneration of Directors, is given at Annexure –A to this notice.

22. E-voting:

(a) In Compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration) Rules, 2014 as amended by the Companies(Management and Administration) Rules, 2015 w.e.f. 19th March, 2015, the Company is pleased toprovide its members the facility of ‘remote e-voting’ (e-voting from a place other than venue of theAGM) to exercise their right to vote on resolutions proposed to be passed at the 76th Annual GeneralMeeting (AGM) by electronic means and the business may be transacted through E-voting Servicesprovided by Central Depository Services (India) Limited(CDSL).

(b) The facility of voting through ballot or polling paper shall be made available for the members at theMeeting who have not been able to vote electronically and who are attending the Meeting. Themembers who have casted their vote electronically would be entitled to attend the Meeting but would



Maharaja Shree

UMAID MILLS LIMITED

not be permitted to cast their vote again at the Meeting. The facility to vote by electronic voting systemwill not be provided at the Meeting.

(c) The instructions for shareholders voting electronically are as under:

(i) The remote e-voting period begins on 24th September, 2016 at 10.00 A.M. and ends on 26th

September, 2016 at 5.00 P.M During this period shareholders’ of the Company, holdingshares either in physical form or in dematerialized form, as on the cut-off date (record date)of 20th September, 2016, may cast their vote electronically. The remote e-voting module shallbe disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted through remote e-voting prior to the meeting date

would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered withthe Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on an earlier voting of any company, then your existing password is to beused.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)·� Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name andthe 8 digits of the sequence number in the PAN field.·

� In case the sequence number is less than 8 digits enter the applicablenumber of 0’s before the number after the first two characters of thename in CAPITAL letters. Eg. If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asBank recorded in your demat account or in the company records in order to login.Details � If both the details are not recorded with the depository or companyOR Date please enter the member id / folio number in the Dividend Bank detailsof Birth field as mentioned in instruction (v).(DOB)

(ix) After entering these details appropriately, click on “SUBMIT” tab.


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UMAID MILLS LIMITED


(x) Members holding shares in physical form will then directly reach the Company selectionscreen. However, members holding shares in demat form will now reach ‘PasswordCreation’ menu wherein they are required to mandatorily enter their login password in thenew password field. Kindly note that this password is to be also used by the demat holdersfor voting for resolutions of any other company on which they are eligible to vote, providedthat company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmost care to keep your passwordconfidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting onthe resolutions contained in this Notice.

(xii) Click on the EVSN for “MAHARAJA SHREE UMAID MILLS LIMITED”, on which you chooseto vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same theoption “YES/NO” for voting. Select the option YES or NO as desired. The option YES impliesthat you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote,click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on theVoting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and theimage verification code and click on Forgot Password & enter the details as prompted by thesystem.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google Play Store.Apple and Windows phone users can download the app from the App Store and the WindowsPhone Store respectively on or after 30th June 2016. Please follow the instructions asprompted by the mobile app while voting on your mobile.

(xx) Note for Non – Individual Shareholders and Custodians

� Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodianare required to log on to www.evotingindia.com and register themselves as Corporates.

� A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbe emailed to [email protected].

� After receiving the login details a Compliance User should be created using the adminlogin and password. The Compliance User would be able to link the account(s) for whichthey wish to vote on.

� The list of accounts linked in the login should be mailed to [email protected] on approval of the accounts they would be able to cast their vote.



Maharaja Shree

UMAID MILLS LIMITED

� A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, underhelp section or write an email to [email protected].

(xxii) Any person who acquire share and became the member after despatch of Notice and holdshares as of the cut-off dates may obtain the sequence number for remote e-voting bysending a request to the Company’s RTA at [email protected].

(d) The Voting shall be reckoned in proportion to a Member’s share of voting rights on the paid up equityshare capital of the Company as on the cut-off date of 20th September, 2016. A person who is nota member as on the cut-off date should treat this Notice for information purposes only.

(e) The Board of Directors of the Company at their meeting held on 30th May, 2016 has appointed, Mr.Arun Kumar Maitra [Membership No: A3010], Partner of M/s Vinod Kothari & Company, PractisingCompany Secretaries as the Scrutinizer to scruitinise the remote e-voting process and the Ballot/Polling paper received at the meeting, in fair and transparent manner.

(f) The Chairman shall, at the meeting, at the need of discussion on the resolutions on which votingis to be held, allow voting with the assistance of scrutinizer, by use of ballot or polling paper for allthose Members who are present at the Meeting but have not cast their votes by availing the remotee-voting facility.

(g) Scrutinizer shall, immediately after the conclusion of the Meeting will first count the votes cast at theMeeting and thereafter unblock the votes in the presence of at least two witnesses not in theemployment of the Company and within a period not later than three days of the conclusion of theMeeting make a consolidated scrutinizer’s Report of the total votes cast in favour or against, if any,to the Chairman of the Company or any other person authorized by him in writing, who shallcountersign the same and declare the result of the voting forthwith.

(h) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s websitewww.msumindia.com and on the website of CDSL www.evotingindia.com and shall also bedisplayed on the Notice Board of the Company at its Registered Office immediately after thedeclaration of result by the Chairman or a person authorized by him.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Explanatory Statement sets outall material facts relating to the business mentioned under Item No. 4 of the accompanying Notice.

Item No. 4

The Board at their meeting held on May 30, 2016 subject to approval of the Central Government, has appointedM/s K. G. Goyal & Associates, Cost Accountants, Jaipur, who are eligible for appointment as Cost Auditor interms of section 141 read with section 148 of the Companies Act, 2013 as Cost Auditors to conduct audit ofCost Accounting Records of Textile Unit of the Company for the financial year ending on 31st March, 2017on a remuneration of ` 35,000/- (` Thirty Five Thousand only) plus service tax as applicable and, exclusiveof out of pocket expenses incurred, if any, which shall be reimbursed separately.


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UMAID MILLS LIMITED



In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors)Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified subsequently by theshareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out in Item No.4 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year endingMarch 31, 2017.

None of the Directors or Key Managerial Personnel of the Company, and/or their relatives are, in any way,concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends the resolution set forth in Item No. 4, for the approval of members as an OrdinaryResolution.

By Order of the Board

Hyderabad For MAHARAJA SHREE UMAID MILLS LTD.

August 9, 2016 Pradip Kumar Ojha

COMPANY SECRETARY


Maharaja Shree

UMAID MILLS LIMITED NOTICE TO SHAREHOLDERS

ANNEXURE – ‘A’

Details of directors seeking appointment or re-appointment and /or fixation of their Remunerationat the ensuing Annual General Meeting

(Pursuant to Secretarial Standard SS-2)

Name of Director Mrs. Alka Devi Bangur (DIN: 00012894)

Age / Date of Birth 62 years / 28.11.1954

Date of First Appointment on the Board 30.11.1996

Expertise in Specific functional areas Industrialist

Qualifications MBA

Terms and condition of appointment/re-appointment Director Liable to Retire by rotation and eligiblefor reappointment.

Remuneration last drawn by such person,if applicable N.A.

List of Outside directorship held excluding 1. The Peria Karamalai Tea and Producealternate directorship Company Limited.

2. Rupa & Company Ltd

3. Apurva Export Pvt. Ltd

4. The Marwar Textiles (Agency) Pvt. Ltd.

5. Mugneeram Ramcoowar BangurCharitable & Religious Company

Chairman / Member of the Committees of 2the Board of Directors of the Company

Chairman / Member of the Committees of the NILBoard of Directors of other companies inwhich he/she is a director

No. of Equity shares held in the Company 753000

Number of Board Meetings attended during 5 (Five)FY 2015-16

Relationship with other Directors, Manager Wife of Mr. Lakshmi Niwas Bangur,and other Key Managerial Persons of the Company Chairman & Managing Director and

Mother of Mr. Yogesh Bangur,Deputy Managing Director.

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Maharaja Shree

UMAID MILLS LIMITED



ROAD MAP OF VENUE OF 76TH ANNUAL GENERAL MEETING


Maharaja Shree

UMAID MILLS LIMITED

Dear Shareholders,

Your Directors have pleasure to present the 76thAnnual Report together with the Audited FinancialStatements of the Company for the year ended on31st March 2016.

1. FINANCIAL RESULTS

The Financial Results are given hereunder:

DIRECTORS' REPORT

DIRECTORS' REPORT

year was not satisfactory. It incurred Cash Lossof ̀ 17.43 Crores and Net Loss of ̀ 34.87 Croresin the year 2015-16 as against Cash Loss of `9.09 Crores and Net Loss of ` 34.18 Crores forthe year 2014-15.

The main reason for such adverse performancewas higher cost of manufacturing, poor UnitValue Realisation (UVR) and lower plantcapacity utilisation.In the Yarn business, oldmachines coupled with labour issues is limitingour efficiency and production. Fabric processingplant commissioned during the year 2013-14could not operate consistently throughout theyear due to operational bottlenecks. In the Poplinbusiness, the company has a strong foot-hold inthe market but it is facing huge competition fromthe unorganized sectors.

In the yarn business, the Company has startedfocussing more on exports to create brand valueand achieve better UVR. The Company isincreasing its basket of value added productshaving better margins and which gives lot ofmileage in terms of global presence in yarntrade like Soft Touch Yarn, Zero Twist Yarn,Dyed Polyester Melange Yarn and Multi FoldYarn.

The Company has entered into several newbusiness products such as 63" Suiting andShirting and is getting associated with renowneddomestic and international brands. TheCompany has modified its production abilitiesand has launched new products such as 100%Linen, Cotton-Linen, Coolant Fabric etc.

The Company is focussed to achieve its ratedcapacity and supply quality products byimproving operational efficiency,undertakingupgradation programmes, adopting stringentcost control measures and aggressive marketingof its existing and new products thereby aimingto substantially improve its performance.

3. DIVIDEND AND RESERVES

Due to loss during the year under review, theDirectors do not recommend any dividend forthe Financial Year ended on 31st March, 2016.

The Board has not proposed any transfer toreserve for the F.Y 2015-16.

Particulars

(` in Lacs)

Year Year

ended on ended on

31.03.2016 31.03.2015

Total Revenue 47804 48860

Gross Profit before depreciation& amortisation expense andfinance cost 951 1681

Finance Cost 2694 2590

Cash Profit/(Loss) before taxes (1743) (909)

Depreciation &Amortisation Expense 1865 2574

Profit/(Loss) beforeExtraordinary Items (3608) (3483)

Extraordinary &Exceptional Items - 111

Profit/(Loss) before taxes (3608) (3372)

Provision for taxes (121) 46

Profit/(Loss) after taxfor the period (3487) (3418)

Balance brought forwardfrom previous year 7404 10839

Depreciation adjustment asper Note 7(b) of Schedule II ofthe Companies Act, 2013 - 17

Profit available for appropriation 3917 7404

Appropriations:

Proposed Dividend - -

Tax on Proposed Dividend - -

Transferred to General Reserve - -

Balance carried to Balance Sheet 3917 7404

2. BRIEF DESCRIPTION OF THE COMPANY’SOPERATIONS DURING THE YEAR ANDFUTURE OUTLOOK

During the year, your Company’s turnover wasmarginally lower compared to previous FinancialYear. The Company’s performance during the

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UMAID MILLS LIMITED


DIRECTORS' REPORT

4. SHARE CAPITAL

The Paid up Equity Share Capital of the Companyas at 31st March, 2016 is ` 25.92 Crores. Duringthe year under review, the company has notissued shares with differential voting rights norhas granted any stock options or sweat equity ason 31st March, 2016. There was no change in theshare capital of the company during the yearunder review.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was nochange in the nature of the business of theCompany.

6. MATERIAL CHANGES AND COMMITMENTS

There are no material changes affecting thefinancial position of the company which haveoccurred in between the end of the financialyear 2016 and the date of the report.

7. DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS

During the year under review, no significant andmaterial orders were passed by the regulatorsor courts or tribunals impacting the goingconcern status and company’s operations infuture.

Kota Establishment has been under closuresince 1985 & Honourable Supreme Court ofIndia had upheld the closure during 2011.Subsequently, Government initiated steps fortaking over part of the land & not strictly as perthe laws of the Land. Company has challengedthe decisions of the Government for taking overpart of the land. Presently company’s petition ispending before the Honourable High Court ofRajasthan.

8. PUBLIC DEPOSITS

The company has not accepted any depositsfrom the public/ members under section 73 ofthe Companies Act, 2013 read with theCompanies (Acceptance of Deposits) Rules,2014.

9. HOLDING AND SUBSIDIARIES

The Company had become subsidiary of PlacidLimited w.e.f. 05-01-2015 due to acquisition ofequity shares of the Company by Placid Limitedin Exit Offer made in accordance with the

provisions of the Securities and Exchange Boardof India (Delisting of Equity Shares) Regulations,2009. The company continued to be subsidiaryof Placid Limited during the year under review.

During the year under review, the Company hadonly one Subsidiary MSUM TEXFAB LIMITED.The subsidiary Company MSUM TEXFABLIMITED has not started its operations till date.

There has been no change in the number ofsubsidiaries or in the nature of business of thesubsidiaries, during the year under review. Inaccordance with Section 129(3) of theCompanies Act, 2013, the Company hasprepared a consolidated financial statement ofthe Company consolidating its subsidiarycompany, which is forming part of the AnnualReport. A statement containing salient featuresof the financial statements of the subsidiarycompany in Form AOC-1 is also attached to theConsolidated Financial Statement and formspart of the Annual Report.

In accordance with third proviso of Section 136(1)of the Companies Act, 2013, the Annual Reportof the Company, containing therein itsStandalone and the Consolidated FinancialStatements has been placed on the website ofthe Company at www.msumindia.com.Shareholders interested in obtaining a copy ofthe audited annual accounts of the subsidiarycompany may write to the Company Secretaryat the Company’s registered office.

10. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EARNING/OUTGO

The information on conservation of energy,technology absorption and foreign exchangeearnings and outgo required under the provisionof Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014 is set out in the Annexure‘A’ to this Report.

11. CORPORATE SOCIAL RESPONSIBILITY(CSR)

The Company has constituted a CorporateSocial Responsibility (CSR) Committee inaccordance with Section 135 of the CompaniesAct, 2013. The CSR Committee was constitutedby the Board of Directors of the Company at its


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meeting held on May 29, 2014. The AnnualReport on Corporate Social Responsibility(CSR) activities pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act,2013 and Rule 9 of the Companies (CorporateSocial Responsibility) Rules, 2014 are given inthe Annexure ‘B’ to this Report. The CorporateSocial Responsibility Policy is placed on thewebsite of the Company at www.msumindia.com.

12. DIRECTORS

A) CHANGES IN DIRECTORS AND KEYMANAGERIAL PERSONNEL

Mrs Alka Devi Bangur (DIN:00012894),Director of the Company, who retires byrotation at the ensuing annual generalmeeting and being eligible, offers herselffor re-appointment as director liable to retireby rotation. The Board recommends herre-appointment at the ensuing AnnualGeneral Meeting.

Mr. Swatantra Singh Kothari resigned as anIndependent Director with effect from 3rd

August, 2015.Mr. S.Sridhar resigned asCFO of the Company with effect from 30th

September, 2015.The Board places onrecord its warm appreciation for valuableguidance by them during their tenure.

Mr. Prabhat Singhee have been appointedas CFO of the Company with effect from 30th

March, 2016.

B) DECLARATION BY INDEPENDENTDIRECTORS

The company has received declaration fromthe Independent Director(s) of the Companydeclaring that they meet the criteria ofindependence as provided in sub-section(6) of Section 149 of the Companies Act,2013.

C) PERFORMANCE EVALUATION

Pursuant to the provisions of CompaniesAct, 2013, your Company has adopted theRemuneration Policy with comprehensiveprocedure on performance evaluation.

A structured questionnaire was preparedafter taking into consideration inputsreceived from the Directors, covering various

aspects of the Board’s functioning such asadequacy of the composition of the Boardand its Committees, Board culture,execution and performance of specificduties, obligations, ethics and compliances,financial reporting process and monitoringactivities.

Performance parameters for the Board as acollective body, included parameters likequalification and diversity of Boardmembers, method and criteria for selectionof independent directors to ensureindependence, availability,appropri ateness, clarity of understandingon risk scenarios faced by the Company,existence, sufficiency and appropriatenessof policy on dealing with potential conflictsof interest, involvement of Board membersin long –term strategic planning etc. Basedon these criteria, the performance of theBoard, various Board Committees,Chairman and Individual Directors(including Independent Directors) wasfound to be satisfactory.

Independent Directors have reviewed theperformance of Board, its Committee,Chairman and individual Directors, in theirseparate held meeting without theparticipation of other Non-IndependentDirectors and members of management.Based on their review, the IndependentDirectors, hold an unanimous opinion thatthe Non-Independent Directors, includingthe Chairman to the Board are experts withsufficient knowledge in their respective fieldof activities.

13. NUMBER OF MEETINGS OF THE BOARD OFDIRECTORS

The Board meets at regular intervals to discussand decide on Company business policy andstrategy apart from other Board business.However, in case of a special and urgentbusiness need, the Board’s approval is taken bypassing resolutions through circulation, aspermitted by law, which are confirmed in thesubsequent Board meeting.

The notice of Board/Committee meeting is givenwell in advance to all the Directors. Usually,meetings of the Board are held in Kolkata. The

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Agenda of the Board / Committee meetings iscirculated at least a week prior to the date of themeeting. The Agenda for the Board andCommittee meetings includes detailed notes onthe items to be discussed at the meeting toenable the Directors to take an informed decision.

During the year under review, the Board met fivetimes viz., on May 16, 2015, August 3, 2015,November 4, 2015, February 13, 2016 andMarch 30, 2016. The maximum interval betweenany two meetings did not exceed 120 days.

A separate meeting of Independent Directors ofthe Company has been also conducted onNovember 4, 2015.

14. COMMITTEES OF THE BOARD

There are currently 4 (Four) Committees of theBoard, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

A) AUDIT COMMITTEE

The Audit Committee of the Companycomprises of two Independent Directorsand one Non-Executive Director. Thedetails are shown below:

1. Mr. Rajiv Kapasi, Independent Director– Chairman of the Committee

2. Mr. Amitav Kothari,IndependentDirector –Member

3. Mrs. Alka Devi Bangur, Non ExecutiveDirector - Member

The Company Secretary act as theSecretary of the Committee.

During the year under review, theCommittee met 5(five) times viz., on May16, 2015, August 3, 2015, November 4,2015, February 13, 2016 and March 30,2016. The maximum interval between anytwo meetings did not exceed 120 days.

All the recommendations made by the AuditCommittee during the year under reviewwere accepted by the Committee.

B) STAKEHOLDERS RELATIONSHIPCOMMITTEE

The Stakeholders Relationship Committeeof the Company comprises of one Non-Executive Director, one Executive Directorand one Independent Director. The detailsare shown below:

1. Mrs. Alka Devi Bangur, Non ExecutiveDirector - Chairman

2. Mr. Yogesh Bangur, Executive Director- Member

3. Mr. Rajiv Kapasi, Independent Director- Member

During the year under review, theCommittee met 4(four) times viz., on May16, 2015, August 3, 2015, November 4,2015 and February 13, 2016. The maximuminterval between any two meetings did notexceed 120 days.

C) NOMINATION AND REMUNERATIONCOMMITTEE

The Nomination and RemunerationCommittee of the Company comprises ofthree Independent Directors and oneExecutive Director. The details are shownbelow:

1. Mr. LN BangurExecutive Director - Member

2. Mr. Amitav Kothari,Independent Director - Member

3. Mr. C V Desai,Independent Director - Member

4. Mr.Rajiv Kapasi,Independent Director - Member

During the year under review, theCommittee met 2(two) times viz., on August3, 2015 and March 30, 2016.

The Nomination and Remuneration Policyof the Company, is appended as Annexure‘C’to this Report.

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19. PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT, 2013

Details of loans, guarantees and investmentscovered under section 186 of the CompaniesAct, 2013 are given in the notes to financialStatements.

20. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactionsentered by the Company during the financialyear with related parties were in the ordinarycourse of business and on arm’s length basisand are reviewed by the Audit Committee of theBoard.

During the year under review, the Company hasnot entered into contracts or arrangements ortransactions with related parties which could beconsidered material in accordance with thepolicy of the Company on materiality of relatedparty transactions. Accordingly, no transactionsare reported in Form no. AOC – 2 in terms ofSection 134 of the Companies Act, 2013 readwith Rule 8 of the Companies (Accounts), Rules,2014.

The Policy on Related Party transactions asapproved by the Board has been posted on thewebsite of the Company at www.msumindia.com.

21. STATUTORY AUDITORS

M/s. Singhi& Co., Chartered Accountants (FirmRegn. No.: 302049E), have been appointed asthe Statutory Auditors of the Company for aperiod of 5 (five) financial years i.e. from theconclusion of the 75th Annual General Meetingtill the conclusion of the 80thAnnual GeneralMeeting of the Company, subject to ratificationby shareholders at every Annual GeneralMeeting of the Company.

The Company has received letter from M/sSinghi& Co., Statutory Auditors giving theirconsent to continue to act as Statutory Auditorsof the Company and a certificate stating thattheir appointment would be in compliance with

the applicable provisions of the Companies Act,2013 and allied rules framed thereunder.

The Board now recommends for ratification ofthe appointment of M/s Singhi & Co.,CharteredAccountants (Firm Regn. No.: 302049E),by theshareholders at the ensuing Annual GeneralMeeting for the Financial Year 2016-17.

22. AUDITORS’ REPORT

The Notes on Financial Statements referred toin the Auditors’ Report are self-explanatory and,therefore, do not call for further clarification.

The Auditors Report does not contain anyqualification, reservation or adverse remark.

23. COST AUDITPursuant to Section 148 of the Companies Act,2013 read with The Companies (Cost Recordsand Audit) Amendment Rules, 2014, the costaccounting records maintained by the Companyin respect of Textile Unit are required to beaudited. Your Directors had, on therecommendation of the Audit Committee,appointed K G Goyal & Associates, CostAccountants, to audit the cost accounting recordsof Textile Unit for the Financial Year 2016-17 ona consolidated remuneration of ` 35,000/-(excluding applicable taxes).As required under the Companies Act, 2013, theremuneration payable to the Cost Auditor isrequired to be placed before members in ageneral meeting for their ratification. Accordinglya resolution seeking member’s ratification forthe remuneration payable to K G Goyal &Associates, Cost Auditors, is included in thenotice convening Annual General Meeting ofthe Company.

24. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies(appointment of Managerial Personnel) Rules,2014, the Board of Directors of the Company hasappointed M/s Vinod Kothari & Co, PractisingCompany Secretaries, to conduct the SecretarialAudit and their Report on Company’s SecretarialAudit for the Financial Year 2015-16, isappended to this Report as Annexure ‘E’.

DIRECTORS' REPORT


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UMAID MILLS LIMITED

For and on behalf of the Board

Kolkata LN BangurMay 30, 2016 Chairman & Managing Director

DIRECTORS' REPORT

There is no qualification, reservation or adverseremark or disclaimer made by the SecretarialAuditor in the enclosed Secretarial Audit Reportfor the year under review.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief andaccording to the information and explanationobtained by them, your Directors make thefollowing statements in terms of Section134(3)(c)and Section 134(5) of the CompaniesAct, 2013:

(a) that in the preparation of the Annual Accountsfor the year ended 31st March, 2016, theapplicable accounting standards have beenfollowed along with proper explanationrelating to material departures, if any;

(b) that such accounting policies have beenselected and applied consistently andjudgments and estimates have been madethat are reasonable and prudent so as togive a true and fair view of the state of affairsof the company as at 31st March, 2016 andof the loss of the company for the yearended on that date;

(c) that proper and sufficient care has beentaken for the maintenance of adequateaccounting records in accordance with theprovisions of the Companies Act, 2013 forsafeguarding the assets of the Companyand for preventing and detecting fraud andother irregularities;

(d) that the annual accounts have beenprepared on a going concern basis;

(e) that proper internal financial controls are inplace to be followed by the company andthat such internal financial controls areadequate and areoperating effectively;and

(f) that proper systems to ensure compliancewith the provisions of all applicable lawsare in place and that such systems areadequate and are operating effectively.

26. FRAUD REPORTING

There have been no frauds reported by theauditors of the Company under sub-section (12)of section 143 of the Companies Act, 2013 otherthan those reported to Central Government asper Companies Amendment Act, 2015

27. DISCLOSURES UNDER SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL)ACT, 2013

The Company is committed to provide a safe &conducive work environment to its employeesand has formulated Policy for Prevention ofSexual Harassment to prohibit, prevent or deterany act of sexual harassment at workplace andto provide the procedure for the redressal ofcomplaints pertaining to sexual harassment,thereby providing a safe and healthy workenvironment. During the year under review, nocase of sexual harassment was reported.

28. ACKNOWLEDGEMENT

The Directors express their gratitude to FinancialInstitutions, Banks and various other agenciesfor the co-operation extended to the Company.The Directors also take this opportunity to thankall business associates and all stakeholders forthe confidence reposed by them in the Company.The Directors place on records their sincereappreciation to employees of the Company fortheir unstinted commitment and continuedcontribution to the Company and hope that theywill maintain their commitment to excel in thetime to come.

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DIRECTORS' REPORT

Annexure AParticulars of Conservation of energy, Technology absorption and Foreign exchange earnings andoutgo in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies ( Accounts) Rules, 2014,forming part of the Directors’ Report for the year ended March 31, 2016.

A. CONSERVATION OF ENERGY

The Company has always been conscious of the need for conservation of energy and has been sensitive

in making progress towards this end. Energy conservation measures have been implemented at plantand offices of the Company and special efforts are being put on undertaking specific energy conservationprojects like:

(i) The steps taken for impact on conservation of energy:

� 1 No. 20 lacs Kcal Thermic Fluid Heater is installed for most optimum use inplace of presentoperation of 15 lacs Kcal and 10 lacs Kcal Thermic Fluid Heaters.

� Replacement of high energy consuming wider width Hot Air Stenter with narrow width machinefor energy saving. Also replaced old low efficient and high power consuming Felt Calendar

Machines with high efficient machine.

� Replaced low efficient reciprocating type compressors with 523 cfm x 2 Nos. Screw Compressors.

� Installed additional Air Receiver for Spinning Section and changed piping network as perrequirement for high and low pressure.

� Replaced conventional Tube Lights by LED Lights in Spinning Section.

� Conversion of opening roller motor and Take off roller motor in Spinning for efficient powerutilization.

� PLC based Doffer drive conversion in spinning to increase productivity with lesser powerconsumption.

� Variable Frequency Drives are installed in Humidification Plant of Spinning section for energysaving.

� Condensate recovery system installed in Processing section.

� Continuous monitoring of steam and compressed air for optimum utilization and control the

wastages through in-house Audit Team.

Apart from the above, activity related to replacement of inefficient motors with energy efficient motors,

replacement of conventional lights with LED lights, downsizing of motor rating in pumping withaccurate sizing, recovery of condensate, replacement of old piping of steam, compressed air andcondensate water, installation of VFDs etc . are continuous ongoing work is being executed for

energy saving process improvement.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Company owns “Captive wind power project” of 2.1 MW capacity situated at Kaladongar, Jaisalmer,Rajasthan. With this, the company’s single manufacturing plant located at Pali, Rajasthan utilizedtotal 2134309 units in its operation thereby, minimizing CO2 emissions of 1947 Tonnes during the

financial year 2015-16. Further, by utilizing electricity generated from this captive power plant, thecompany has saved approx. ` 1.13 Crs. during this financial year.

(iii) The capital investment on energy conservation equipments: ` 98.80 lacs


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B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

(i) Efforts, in brief,made towards technology absorption, adaptation and innovation:

� 2.6 kms 132 KV Underground Cable line with most efficient 132/11kv Transformers and state

of art Switch Yard are installed for migration of sourcing of power on 132 kv voltage level from33 kv voltage level to save transmission/transformation loss of power and to improve quality ofpower for better productivity with reduction of power cost.

� New fully automatic Airjet Looms are installed for narrow width fabric manufacturing as a

replacement of old low efficient shuttle looms for better quality product with increased productivity.

� Additional stage of RO facility installed to strengthen Zero Discharge Water management withreduced cost of water treatment at Multiple Effect Evaporator.

(ii) Benefits derived as a result of the above efforts:

� Technology investment in weaving section towards replacement of shuttle looms with AirjetLooms increased the productivity with more than 95% efficiency.

� The Power cost is reduced by almost ` 0.40 per unit due to sourcing of power on 132 kv voltage

level from earlier 33 kv voltage level.

� Other benefits derived like development of new market, quality and productivity improvement,energy conservation, cost reduction and pollution control etc.

(iii) In case of imported technology (imported during the last three years reckoned from thebeginning of the financial year):

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption

has not taken place, and the reasons thereof

(iv) The expenditure incurred on Research and Development : It is ongoing process for productdevelopment and cost reduction, however not recognised separately.

C. FOREIGN EARNINGS AND OUTGO

(i) Activities relating to export, initiatives to increase exports, developments of new exportmarkets for products and services and export plan:

The Company has endeavour to maintain focus and avail of export opportunity based on economicconsiderations. During the year, the Company has exports (FOB value) worth ` 8743.84 lacs.

(ii) Total foreign exchange Earned and Used:

(a) Foreign exchange earnings (FOB) ` 8743.84 Lacs

(b) Foreign exchange outgo ` 392.43 Lacs

DIRECTORS' REPORT

Nil

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DIRECTORS' REPORT

Annexure B

Report on Corporate Social Responsibility (CSR) activities[Pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 9 of theCompanies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline on the Company’s CSR policy, including overview of projects or programs proposedto be undertaken and a reference to the web-link to the CSR Policy and projects or programs:

The company may undertake CSR activities on its own or by pooling the resources into a Companyregistered under section 8 of the Companies Act 2013 (Act) within its Group. The CSR Company is

already engaged in various activities which qualify to be in the nature of CSR activity as defined inthe Act.

The web link is

http://www.msumindia.com/Financials/index1.php

The Company has currently identified the following areas –

a) Eradicating hunger, poverty and malnutrition, promoting health care;

b) Promoting education;

c) Ensuring environmental sustainability;

d) Animal welfare and development;

e) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central

Government ;

f) Rural development projects;

g) Protection of national heritage, art and culture including restoration of buildings;

h) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

i) Contributions or funds provided to technology incubators located within academic institutions whichare approved by the Central Government etc.

Notwithstanding the listing of the Priority Projects, the CSR Committee may accept CSR Projects fallingin other areas also, at its discretion.

2. The Composition of the CSR Committee :

Mr Lakshmi Niwas Bangur, Chairman & Managing Director, Chairman

Mr Amitav Kothari, Independent Director, Member

Mr Yogesh Bangur, Deputy Managing Director, Member

3. Average net profit before tax of the company for last three financial years, 2012 to 2015

` 12.40 Crores.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):

` 24.80 Lacs.(approx.)


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5. Details of CSR spent during the financial year

(a) Total amount to be spent for the financial year : ` 24.80 Lacs.

(b) Amount unspent, if any: ` 24.80 Lacs.

(c) Manner in which the amount spent during the financial year : N.A.

6. In case the Company has failed to spend the 2% of the average net profit of the last 3 financial yearsor any part thereof, the Company shall provide the reasons for not spending the amount in its Board’sreport

The Company has incurred losses during the current Financial Year 2015-16 as well as in the previous

Financial Year 2014-15. Owing to the reported losses incurred by the Company, the Board of Directorsand the CSR Committee were of the view that it is better for the company to conserve its resources at thecurrent time. However, the Company is committed to the underlying intent of CSR and plans to meet its

obligations under section 135 of the Companies Act, 2013 in the next Financial Year.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSRPolicy, is in compliance with CSR objectives and Policy of the Company

The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSRPolicy, is in compliance with CSR objectives and Policy of the Company.

LN Bangur

Kolkata Chairman of CSR Committee

May 30, 2016 DIN 00012617

DIRECTORS' REPORT

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DIRECTORS' REPORT

Annexure CNOMINATION AND REMUNERATION POLICY

1. Preamble

1.1 Sub-section (3) of Section 178 of the Companies Act, 2013 states that the Nomination andRemuneration Committee shall formulate the criteria for determining qualifications, positiveattributes and independence of a director and recommend to the Board a policy, relating to theremuneration for the directors, key managerial personnel and other employees.

1.2 Section 178 of the Companies Act, 2013 has been made effective from April 1, 2014 by the CentralGovernment by notification no. S.O. 902(E) issued on March 26, 2014. Therefore this Nominationand Remuneration Policy (“the Policy”) has been framed in compliance with the provisions of theAct and Rules made under the Act.

1.3 The Policy provides a framework for remuneration to the members of the Board of Directors(“Board”), Key Managerial Personnel (“KMP”) and the Senior Management Personnel (“SMP”) ofthe Company (collectively referred to as “Executives”).

The expression ‘‘senior management’’ means employees of Company who are members of itscore management team excluding directors comprising all members of management one levelbelow the executive directors, including the functional heads.

1.4 The Members of the Nomination and Remuneration Committee (“the Committee or NRC”) shallbe appointed by the Board and shall comprise three or more non-executive directors out of whichnot less than one-half shall be independent directors. Any fraction in the one-half shall be roundedoff to one.

1.5 This Policy will be called “MSUML’s Nomination & Remuneration Policy” and referred to as “thePolicy”.

1.6 The Policy will be reviewed at such intervals as the Nomination and Remuneration Committee willdeem fit.

2. Objectives

The objectives of the Policy are as follows:

2.1 To set criteria for determining qualifications, positive attributes and independence of a director,and remuneration of the Executives.

2.2 To enable the Company to attract, retain and motivate highly qualified members for the Board andother executive level to run the Company successfully.

2.3 To enable the Company to provide a well-balanced and performance-related compensationpackage, taking into account shareholder interests, industry standards and relevant Indiancorporate regulations.

2.4 To ensure that the interests of Board members & senior executives are aligned with the businessstrategy and risk tolerance, objectives, values and long-term interests of the company and will beconsistent with the “pay-for-performance” principle.

2.5 To ensure that remuneration to directors, KMP and senior management employees of theCompany involves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

3. Principles of remuneration3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be

developed in a manner that is consistent with, and supports and reinforces the achievement of theCompany’s vision and strategy.


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3.2 Transparency: The process of remuneration management shall be transparent, conducted in goodfaith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the Executives in terms of their roles within theorganisation. Positions shall be formally evaluated to determine their relative weight in relationto other positions within the Company.

3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting andretaining high quality personnel. Therefore the Company will remain logically mindful of theongoing need to attract and retain high quality people, and the influence of external remunerationpressures. Reference to external market norms will be made using appropriate market sources,including relevant and comparative survey data, as determined to have meaning to the Company’sremuneration practices at that time.

3.5 Flexibility: Remuneration and reward shall be sufficiently flexible to meet both the needs ofindividuals and those of the Company whilst complying with relevant tax and other laws.

3.6 Performance-Driven Remuneration: The Company shall establish a culture of performance-driven remuneration through the implementation of the Performance Incentive System.

3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on asustainable basis.

4. Terms of Reference and Role of the Committee4.1 The Terms of Reference and Role of the Committee as set by the Board of Directors are as under:

a. Evaluate the current composition and organization of the Board and its committees in lightof requirements established by any Regulatory Body or any other applicable statute, rule orregulation which the Committee deems relevant and to make recommendations to the Boardwith respect to the appointment, re-appointment and resignation of Independent, Executiveand Non-Executive Directors of the Company;

b. Review the composition and size of the Board in order to ensure that the Board is comprisedof members reflecting the proper expertise, skills, attributes and personal and professionalbackgrounds for service as a Director of the Company, as determined by the Committee;

c. Review and recommend to the Board an appropriate course of action upon the resignationof current Board members, or any planned expansion of the Board, and review the qualifications,experience and fitness for service on the Board of any potential new members of the Board;

d. Review all stockholder proposals submitted to the Company (including any proposal relatingto the nomination of a member of the Board) and the timeliness of the submission thereof andrecommend to the Board appropriate action on each such proposal;

e. Ensure “fit and proper” status of existing/proposed Directors of the Company in accordancewith RBI Circular on Corporate Governance, issued from time to time;

f. Formulate, administer and supervise the Company’s Stock Option schemes, if any, inaccordance with relevant laws;

g. Ensure that the level and composition of remuneration is reasonable and sufficient to attract,retain and motivate Directors of the quality required to run the Company successfully;

h. Ensure that relationship of remuneration to performance is clear and meets appropriateperformance benchmarks;

i. Ensure that remuneration to Directors, Key Managerial Personnel (KMPs) and seniormanagement involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals;

j. Formulate the criteria for determining qualifications, positive attributes and independence ofa Director and recommend to the Board a policy, relating to the remuneration for the Directors,Key Managerial Personnel (KMPs) and other employees of the Company;

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DIRECTORS' REPORT

k. Formulate the criteria for evaluation of Independent Directors and the Board;

l. Devise a policy on Board diversity;

m. Identify the persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down, recommend to the Board theirappointment and removal;

n. Deal with such matters as may be referred to by the Board of Directors from time to time;

4.2 The Committee shall:

a. review the ongoing appropriateness and relevance of the Policy;

b. ensure that all provisions regarding disclosure of remuneration, including pensions, leaveencashment, gratuity, etc. are fulfilled;

c. obtain reliable, up-to-date information about remuneration in other companies;

d. ensure that no director or executive is involved in any decisions as to their own remuneration.

4.3 Without prejudice to the generality of the terms of reference as set out above, the Committee shall:

a. operate the Company’s share option schemes (if any) or other incentives schemes (if any) asthey apply to. It shall recommend to the Board the total aggregate amount of any grants to theExecutives including individual limit and make amendments to the terms of such schemes,as the case may be;

b. liaise with the trustee / custodian of any employee share scheme which is created by theCompany for the benefit of employees or Directors.

c. review the terms of Executives service contracts from time to time.

5. Procedure for selection and appointment of the Board Members

5.1 Board membership criteria:

a. The Committee, along with the Board, shall review on an annual basis, appropriate skills,characteristics and experience required of a Board Member. The objective is to have a Boardwith diverse background and experience in business, government, academics, technologyand in areas that are relevant for the Company’s global operations.

b In evaluating the suitability of individual Board members, the Committee shall take intoaccount many factors, including general understanding of the Company’s business dynamics,global business and social perspective, educational and professional background andpersonal achievements. Directors must possess experience at policy-making and operationallevels in large organizations with significant international activities that will indicate theirability to make meaningful contributions to the Board’s discussion and decision-making in thearray of complex issues facing the Company.

c. Director should possess the highest personal and professional ethics, integrity and values.They should be able to balance the legitimate interest and concerns of all the Company’sstakeholders in arriving at decisions, rather than advancing the interests of a particularconstituency.

d. In addition, Directors must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities effectively. They must have the aptitude to critically evaluatemanagement’s working as part of a team in an environment of collegiality and trust.

e. The Committee shall evaluate each Director with the objective of having a group that bestenables the success of the Company’s business.


Maharaja Shree


5.2 Selection of Board Members/ extending invitation to a potential director to join the Board:

a. One of the roles of the Committee is to periodically identify competency gaps in the Board,evaluate potential candidates as per the criteria laid above, ascertain their availability andmake suitable recommendations to the Board. The objective is to ensure that the Company’sBoard is appropriate at all points of time to be able to take decisions commensurate with thesize and scale of operations of the Company. The Committee also identifies suitablecandidates in the event of a vacancy being created on the Board on account of retirement,resignation or demise of an existing Board member. Based on the recommendations of theCommittee, the Board evaluates the candidate(s) and decides on the selection of theappropriate member.

b. The Board then shall make an invitation (verbal / written) to the new member to join the Boardas a Director. On acceptance of the same, the new Director may be appointed by the Board.

6. Procedure for selection and nomination of KMP and SMPs

The Chairman and the Managing Director (MD) along with the Head of Human Resource (HR)Department, identify and appoint suitable candidates for appointing them as KMPs (excludingExecutive Directors) or SMPs of the Company on the basis of their academic, professional qualifications,relevant work experience, skill and other capabilities suitable to the position of concerning KMP or SMP.

Further, in case of KMP (excluding Executive Director) appointment, approval of the Board of Directors/ concerned Committee shall be taken in accordance with provisions of relevant Act, statutes,regulations etc. existing as on that date. The appointment and/or removal of KMPs shall be placedbefore the NRC and / or Board of Directors at regular intervals.

Further, in case of appointment of SMPs (excluding KMPs), the appointment as approved by the MDand Head of the HR Department shall be placed before the NRC at regular intervals.

7. Compensation Structure

7.1 Remuneration to Non-Executive Directors:

The Non-executive Directors of the Company will be paid remuneration by way of fees only forattending the meetings of the Board of Directors and its Committees. The fees paid to the Non-executive Directors for attending meetings of Board of Directors shall be such as may bedetermined by the Board within the limit prescribed under the Companies Act, 2013 which iscurrently Rs. 100,000/- per meeting i.e. Board or Committee. Beside the sitting fees, they are alsoentitled to reimbursement of expenses and payment of commission on net profits.

The fees of the Non-executive Directors for attending meetings of Board of Directors and theCommittees thereof may be modified from time to time only with the approval of the Board in duecompliance of the provisions of Companies Act, 2013 and amended from time to time.

An Independent Director shall not be entitled to any stock option and may receive remunerationonly by way of fees and reimbursement of expenses for participation in meetings of the Board orCommittee thereof and profit related commission, as may be permissible by the Applicable law.

If any such director draws or receives, directly or indirectly, by way of fee/remuneration any suchsums in excess of the limit as prescribed or without the prior sanction, where it is required, underthe Applicable law such remuneration shall be refunded to the Company and until such sum isrefunded, hold it in trust for the Company.

7.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior ManagementPersonnel(s) (SMPs)

The Company has a credible and transparent framework in determining and accounting for theremuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key ManagerialPersonnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration shall be

29

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

governed by the external competitive environment, track record, potential, individual performanceand performance of the company as well as industry standards. The remuneration determined forMD/WTDs shall be approved by the Board of Directors at a meeting which shall be subject to theapproval of members at the next general meeting of the Company and by the Central Governmentin case such appointment is at variance to the conditions specified in Schedule V of the CompaniesAct, 2013. As a policy, the Executive Directors are not paid any fees for attending the Board and/or Committee meetings.

If any Director draws or receives, directly or indirectly, by way of remuneration any such sums inexcess of the limit as prescribed or without the prior sanction, where it is required, under theApplicable law, such remuneration shall be refunded to the Company and until such sum isrefunded, hold it in trust for the Company.

A Director who is in receipt of any commission from the Company and who is a managing or whole-time director of the Company may receive any remuneration or commission from any holding orsubsidiary company of the Company, subject to its disclosure by the Company in the Board’sreport.

The remuneration (including revision) of KMPs (excluding Executive Directors) and SMPs shallbe determined by Chairman along with the MD and Head of Human Resource (HR) Departmentafter taking into consideration the academic, professional qualifications, work experience, skill,other capabilities and industry standards.

Further, the remuneration (including revision) of KMPs (excluding Executive Directors) shall alsobe subject to approval of the Board of Directors/concerned Committees, if stipulated by any Act,statute, regulations etc.

8. Powers of the Committee and Meetings of the Committee

The Committee shall have inter-alia the following powers:

8.1 Conduct studies or authorise studies of issues within the scope of the Committee with full accessto all books, records, facilities and personnel of the Company;

8.2 Retain or seek advice of consultants and experts for performance of their role under this Policyand the costs relating thereto shall be borne by the Company;

8.3 Delegate its powers to any Member of the Committee or any KMP of the Company or form sub-committees to perform any of its functions or role under this Policy.

The Committee shall meetas per the requirements of law or at such larger frequency as may be required.

9. Approval and publication

9.1 Policy shall form part of Director’s Report as required under Section 178(4) of the Companies Act,2013.

10. Supplementary provisions

10.1 This Policy shall formally be implemented from the date on which it is adopted by the Board ofDirectors.

10.2 Any matters not provided for in this Policy shall be handled in accordance with relevant laws andregulations, the Company’s Articles of Association.

10.3 The right to interpret this Policy vests in the Board of Directors of the Company.


Maharaja Shree


Annexure DFORM NO. MGT - 9

EXTRACT OF ANNUAL RETURNas on financial year ended on 31.03.2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: U17124WB1939PLC128650

ii) Registration Date: 12-08-1939

iii) Name of the Company : Maharaja Shree Umaid Mills Limited

iv) Category / Sub-Category of the Company: Public Company / Limited by Shares

v) Address of the Registered office Krishna, Room No. 706, 7th Floor,and contact details: 224, A.J.C. Bose Road, Kolkata - 17

Phone : 033-22230016

vi) Whether listed company: No

vii) Name, Address and Contact details of Maheshwari Datamatics Pvt. Ltd.Registrar and Transfer Agent, if any: 6 Mangoe Lane, 2nd Floor, Kolkata - 700001

Phone: 2243-5029 /5809; Fax : 2248-4747email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the Business activities contributing 10% or more of the total turnover of the Company shall be

stated

Sl No. Name and Description NIC Code of % of total turnoverof main products /services Product /service of the Company

1 Manufacturing and Sale ofTextiles yarn & Fabrics 13111, 13121, 13124 97.83%

2 Generation and sale of wind power NA 2.17%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address CIN/GLN Holding % of ApplicableNo. of the Company /Subsidiary shares Section

/Associate held

1 Placid Limited U74140WB1946PLC014233 Holding 68.71 2(46)

2 MSUM Texfab Ltd U51109WB2007PLC120132 Subsidiary 100 2(87)

31

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORTIV

.SH

AR

E H

OL

DIN

G P

AT

TE

RN

(E

qu

ity

Sh

are

Cap

ital

Bre

aku

p a

s p

erce

nta

ge

of

To

tal E

qu

ity)

i) C

ateg

ory

-wis

e S

har

e H

old

ing

Cat

ego

ry o

f S

har

eho

lder

sN

o o

f Sh

ares

hel

d a

t th

e b

egin

nin

gN

o o

f S

har

es h

eld

at

the

end

of

% c

han

ge

of

the

year

[A

s o

n A

pri

l 1, 2

015]

the

year

[A

s o

n M

arch

31,

201

6]du

ring

the

Yea

rD

emat

Ph

ysic

alT

ota

l%

of

Dem

atP

hys

ical

To

tal

% o

fT

ota

lT

ota

lS

har

esS

har

esA

. P

rom

ote

rs(1

) In

dia

na)

Ind

ivid

ual/

HU

F7

71

18

00

77

11

80

2.97

537

71

18

00

77

11

80

2.97

520.

0000

b) C

entr

al G

ovt

c) S

tate

Gov

t(s)

d) B

odie

s C

orp.

24

16

78

50

15

00

24

16

93

50

93

.24

59

24

46

49

89

27

40

24

46

77

29

94

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71

1.23

45

e) B

anks

/Fi

f) A

ny o

ther

Su

b-t

ota

l (A

)(1)

24

93

90

30

15

00

24

94

05

30

96

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12

25

23

61

69

27

40

25

23

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97

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64

(2)

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reig

na)

NR

Is -

Ind

ivid

uals

--

--

--

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-

b) O

ther

- I

ndiv

idua

ls-

--

--

--

--

c) B

odie

s C

orp.

--

--

--

--

-

d) B

anks

/FI

--

--

--

--

-

e) A

ny o

ther

--

--

--

--

-

Su

b-t

ota

l (A

)(2)

--

--

--

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-

To

tal s

har

eho

ldin

g o

f P

rom

ote

r(A

)=(A

)(1)

+(A

)(2)

24

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30

15

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05

30

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12

25

23

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B. P

ub

lic S

har

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ldin

g1.

Inst

itu

tio

ns

a) M

utua

l F

unds

--

--

--

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-

b) B

anks

/FI

--

--

--

--

-

c) C

entr

al G

ovt

--

--

--

--

-


Maharaja Shree

UMAID MILLS LIMITED DIRECTORS' REPORTd)

Sta

te G

ovt(

s)-

--

--

--

--

e) V

entu

re C

apita

l Fun

ds-

--

--

--

--

f) I

nsur

ance

Com

pani

es-

--

--

--

--

g) F

IIs-

--

--

--

--

h) F

orei

gn V

entu

re C

apita

l F

unds

--

--

--

--

-

i) O

ther

s (s

peci

fy)

--

--

--

--

-S

ub

-to

tal(

B)(

1):-

--

--

--

--

-2.

No

n-I

nst

itu

tio

ns

a) B

odie

s C

orp.

i) In

dian

25

69

10

36

00

26

05

10

1.00

512

84

77

36

00

32

07

70.

1238

-87

.68

68

ii) O

vers

eas

--

--

--

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-

b) I

ndiv

idua

lsi)

Ind

ivid

ual

shar

ehol

ders

hol

ding

nom

inal

sha

re c

apita

l up

to

` 1

lakh

55

91

03

13

24

05

69

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2.66

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42

ii) I

ndiv

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l sh

areh

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rs h

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ngno

min

al s

hare

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ital

in e

xces

s

of ` 1

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11

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91

20

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90.

0909

11

66

91

20

00

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90.

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0.42

43c)

Oth

ers

(Spe

cify

)N

on R

esid

ent

Indi

ans

38

83

03

88

30.

0150

38

83

03

88

30.

0150

0.00

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Qua

lifie

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gn I

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tor

--

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usto

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of

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my

Pro

pert

y-

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eign

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g M

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00

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sts

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C. S

har

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eld

by

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n f

or

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& A

DR

s-

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tal

(A+B

+C)

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14

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25

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02

57

80

89

51

39

10

52

59

20

00

01

00

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00

0.00

00

33

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

ii) S

har

eho

ldin

g o

f P

rom

ote

rs

Sl

Sh

areh

old

er’s

Nam

eS

har

eho

ldin

g a

t th

e b

egin

nin

gS

har

eho

ldin

g a

t th

e en

d o

f th

e%

ch

ang

eN

oo

f th

e Y

ear

[As

on

Ap

ril 1

, 201

5]Y

ear

[As

on

Mar

ch 3

1, 2

016]

in s

har

e

No

. of

% o

f to

tal

% o

fN

o. o

f%

of

tota

l%

of

hold

ing

Sh

ares

Sh

ares

of

Sh

ares

Sh

ares

Sh

ares

of

Sh

ares

duri

ngth

eP

led

ged

/th

eP

led

ged

/th

e Y

ear

Co

mp

any

encu

mb

ered

Co

mp

any

encu

mb

ered

to t

ota

lto

to

tal

shar

essh

ares

1P

LAC

ID L

IMIT

ED

17

51

15

50

67

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00

0.00

001

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09

92

96

8.7

11

10.

0000

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OM

ME

RC

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CO

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D.

28

20

00

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0000

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00

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MA

LGA

MA

TE

D D

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16

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20

00

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350.

0000

0.00

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HE

KIS

HO

RE

TR

AD

ING

CO

. LT

D.

12

20

40

04.

7083

0.00

001

22

04

00

4.70

830.

0000

0.00

00

5A

LKA

DE

VI

BA

NG

UR

75

30

00

2.90

510.

0000

75

30

00

2.90

510.

0000

0.00

00

6A

PU

RV

A E

XP

OR

T P

VT

LT

D5

40

00

02.

0833

0.00

005

40

00

02.

0833

0.00

000.

0000

7S

HR

EE

KR

ISH

NA

AG

EN

CY

LT

D3

03

00

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0.00

003

03

00

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0.00

000.

0000

8T

HE

GE

NE

RA

L IN

V. C

O.L

TD

.1

22

40

00.

4722

0.00

001

22

40

00.

4722

0.00

000.

0000

9LA

KS

HM

I N

IWA

S B

AN

GU

R5

45

70.

0211

0.00

005

45

70.

0211

0.00

000.

0000

10

YO

GE

SH

BA

NG

UR

51

00

0.01

970.

0000

51

00

0.01

970.

0000

0.00

00

11

LAK

SH

MI

NIW

AS

BA

NG

UR

(H

UF

) .

46

23

0.01

780.

0000

46

23

0.01

780.

0000

0.00

00

12

SH

RE

EY

AS

H B

AN

GU

R3

00

00.

0116

0.00

003

00

00.

0116

0.00

000.

0000

TO

TA

L2

49

40

53

09

6.2

21

20.

0000

25

23

89

09

97

.37

23

0.00

001.

1964


Maharaja Shree


iii) Change in Promoters’ Shareholding (please specify, if there is no change)

1 THE GENERAL INVESTMENT CO.LTD.At the beginning of the year 122400 0.4722At the end of the year 122400 0.4722 122400 0.4722

2 LAKSHMI NIWAS BANGUR (HUF) .At the beginning of the year 4623 0.0178At the end of the year 4623 0.0178 4623 0.0178

3 M B COMMERCIAL CO LTDAt the beginning of the year 2820000 10.8796At the end of the year 2820000 10.8796 2820000 10.8796

4 PLACID LIMITEDAt the beginning of the year 17511550 67.560001/05/2015 - Acquisition pursuant to exit offer 166881 0.6438 17678431 68.203805/06/2015 - Acquisition pursuant to exit offer 58266 0.2248 17736697 68.428603/07/2015 - Acquisition pursuant to exit offer 1080 0.0042 17737777 68.432817/07/2015 - Acquisition pursuant to exit offer 8295 0.0320 17746072 68.464821/08/2015 -Acquisition pursuant to exit offer 5306 0.0205 17751378 68.485311/09/2015 - Acquisition pursuant to exit offer 1200 0.0046 17752578 68.489918/09/2015 - Acquisition pursuant to exit offer 8634 0.0333 17761212 68.523230/09/2015 - Acquisition pursuant to exit offer 4737 0.0183 17765949 68.541513/11/2015 - Acquisition pursuant to exit offer 3784 0.0146 17769733 68.556120/11/2015 - Acquisition pursuant to exit offer 1800 0.0069 17771533 68.563025/12/2015 - Acquisition pursuant to exit offer 1580 0.0061 17773113 68.569115/01/2016 - Acquisition pursuant to exit offer 5573 0.0215 17778686 68.590605/02/2016 - Acquisition pursuant to exit offer 1659 0.0064 17780345 68.597026/02/2016 - Acquisition pursuant to exit offer 300 0.0012 17780645 68.598218/03/2016 - Acquisition pursuant to exit offer 29284 0.1130 17809929 68.7111At the end of the year 17809929 68.7111 17809929 68.7111

5 THE KISHORE TRADING COMPANY LIMITEDAt the beginning of the year 1220400 4.7083At the end of the year 1220400 4.7083 1220400 4.7083

6 APURVA EXPORT PVT LTDAt the beginning of the year 540000 2.0833At the end of the year 540000 2.0833 540000 2.0833

7 AMALGAMATED DEVELOPMENT LIMITEDAt the beginning of the year 1652000 6.3735At the end of the year 1652000 6.3735 1652000 6.3735

Shareholding at thebeginning of the year [As

on Apr 1, 2015] andShareholding at the end ofyear [As on Mar 31, 2016]

CumulativeShareholding during theyear (from Apr 1, 2015

to Mar 31, 2016)

No. ofshares

% of totalshares of the

company

No. ofshares


company

NameS.No.

35

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

8 SHREE KRISHNA AGENCY LTDAt the beginning of the year 303000 1.1690At the end of the year 303000 1.1690 303000 1.1690

9 ALKA DEVI BANGURAt the beginning of the year 753000 2.9051At the end of the year 753000 2.9051 753000 2.9051

10 LAKSHMI NIWAS BANGURAt the beginning of the year 5457 0.0211At the end of the year 5457 0.0211 5457 0.0211

11 SHREEYASH BANGURAt the beginning of the year 3000 0.0116At the end of the year 3000 0.0116 3000 0.0116

12 YOGESH BANGURAt the beginning of the year 5100 0.0197At the end of the year 5100 0.0197 5100 0.0197




to Mar 31, 2016)

No. ofshares


company

No. ofshares


company

NameS.No.


Maharaja Shree


iv) Shareholding Pattern of top ten Shareholders(Other than Directors, Promoters and Holders of GDRs and ADRs):




to Mar 31, 2016)

No. ofshares


company

No. ofshares


company

NameS.No.

1 MSUML-DELISTING OFFER ESCROW DP ACCOUNT #

At the beginning of the year 167690 0.6470

03/04/2015 - Transfer 400 0.0015 168090 0.6485

10/04/2015 - Transfer 49562 0.1912 217652 0.8397

17/04/2015 - Transfer 4645 0.0179 222297 0.8576

24/04/2015 - Transfer 3026 0.0117 225323 0.8693

01/05/2015 - Transfer -162101 0.6254 63222 0.2439

08/05/2015 - Transfer 495 0.0019 63717 0.2458

15/05/2015 - Transfer 2774 0.0107 66491 0.2565

22/05/2015 - Transfer 2390 0.0092 68881 0.2657

29/05/2015 - Transfer 542 0.0021 69423 0.2678

05/06/2015 - Transfer -57416 0.2215 12007 0.0463

12/06/2015 - Transfer 148 0.0006 12155 0.0469

19/06/2015 - Transfer 1980 0.0076 14135 0.0545

26/06/2015 - Transfer 556 0.0021 14691 0.0567

30/06/2015 - Transfer 60 0.0002 14751 0.0569

03/07/2015 - Transfer 360 0.0014 15111 0.0583

10/07/2015 - Transfer 569 0.0022 15680 0.0605

17/07/2015 - Transfer -4520 0.0174 11160 0.0431

24/07/2015 - Transfer 3300 0.0127 14460 0.0558

07/08/2015 - Transfer 966 0.0037 15426 0.0595

14/08/2015 - Transfer 3222 0.0124 18648 0.0719

21/08/2015 - Transfer -4656 0.0180 13992 0.0540

04/09/2015 - Transfer 1353 0.0052 15345 0.0592

11/09/2015 - Transfer 1200 0.0046 16545 0.0638

18/09/2015 - Transfer -8634 0.0333 7911 0.0305

30/09/2015 - Transfer -3654 0.0141 4257 0.0164

09/10/2015 - Transfer 350 0.0014 4607 0.0178

37

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT




to Mar 31, 2016)

No. ofshares


company

No. ofshares


company

NameS.No.

16/10/2015 - Transfer 1530 0.0059 6137 0.0237

30/10/2015 - Transfer 50 0.0002 6187 0.0239

06/11/2015 - Transfer 610 0.0024 6797 0.0262

13/11/2015 - Transfer -1864 0.0072 4933 0.0190

04/12/2015 - Transfer 450 0.0017 5383 0.0208

11/12/2015 - Transfer 360 0.0014 5743 0.0222

18/12/2015 - Transfer 180 0.0007 5923 0.0229

25/12/2015 - Transfer -447 0.0017 5476 0.0211

31/12/2015 - Transfer -5476 0.0211 0 0.0000

15/01/2016 - Transfer 7638 0.0295 7638 0.0295

22/01/2016 - Transfer 4476 0.0173 12114 0.0467

29/01/2016 - Transfer 12264 0.0473 24378 0.0941

05/02/2016 - Transfer 3966 0.0153 28344 0.1094

18/03/2016 - Transfer -28344 0.1094 — —

At the end of the year — — — —

2 CALCUTTA SECURITIES PVT LTD #At the beginning of the year 46000 0.177510/04/2015 - Transfer -46000 0.1775 — —At the end of the year — — — —

3 SHARAD KANAYALAL SHAHAt the beginning of the year 10000 0.0386At the end of the year 10000 0.0386 10000 0.0386

4 DARSHANA SARAIYAAt the beginning of the year 7627 0.0294At the end of the year 7627 0.0294 7627 0.0294

5 DINESH NUWALAt the beginning of the year 7500 0.0289At the end of the year 7500 0.0289 7500 0.0289

6 BACHH RAJ NAHAR *At the beginning of the year 6800 0.0262At the end of the year 6800 0.0262 6800 0.0262


Maharaja Shree





to Mar 31, 2016)

No. ofshares


company

No. ofshares


company

NameS.No.

7 NEERUAt the beginning of the year 10000 0.0386At the end of the year 10000 0.0386 10000 0.0386

8 PUNITAAt the beginning of the year 10000 0.0386At the end of the year 10000 0.0386 10000 0.0386

9 DEEPAK KUMAR PARBATBHAI SAVANIAt the beginning of the year 7230 0.0279At the end of the year 7230 0.0279 7230 0.0279

10 SHABBEER MOHAMMED KHANAt the beginning of the year 11569 0.044614/08/2015 - Transfer 100 0.0004 11669 0.0450At the end of the year 11669 0.0450 11669 0.0450

11 Mr.N. GOVINDAN *At the beginning of the year 7200 0.0278At the end of the year 7200 0.0278 7200 0.0278

12 Mr.OM PRAKASHAt the beginning of the year 12000 0.0463At the end of the year 12000 0.0463 12000 0.0463

* Not in the list of Top 10 shareholders as on 01/04/2015 The same has been reflected above sincethe shareholder was one of the Top 10 shareholders as on 31/03/2016.

# Ceased to be in the list of Top 10 shareholders as on 31/03/2016. The same is reflected abovesince the shareholder was one of the Top 10 shareholders as on 01/04/2015.

39

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

v) Shareholding of Director and Key Managerial Person

1 LAKSHMI NIWAS BANGURAt the beginning of the year 5457 0.0211At the end of the year 5457 0.0211 5457 0.0211

2 ALKA DEVI BANGURAt the beginning of the year 753000 2.9051At the end of the year 753000 2.9051 753000 2.9051

3 YOGESH BANGURAt the beginning of the year 5100 0.0197At the end of the year 5100 0.0197 5100 0.0197

4 SWAPAN NATHAt the beginning of the year — — — —At the end of the year — — — —

5 AMITAV KOTHARIAt the beginning of the year — — — —At the end of the year — — — —

6 CHANDRAVADAN DESAIAt the beginning of the year — — — —At the end of the year — — — —

7 RAJIV KAPASIAt the beginning of the year — — — —At the end of the year — — — —

8 PRADIP KUMAR OJHAAt the beginning of the year — — — —At the end of the year — — — —

9 PRABHAT SINGHEEAt the beginning of the year — — — —At the end of the year — — — —




to Mar 31, 2016)

No. ofshares


company

No. ofshares


company

For Each of the Directors and KMPS.No.


Maharaja Shree

UMAID MILLS LIMITED

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment.

(` in Lacs)

Particulars Secured Unsecured Deposits Total

Loans Loans Indebted-

ness

Indebtedness at the beginning of the financial year

i) Principal Amount 22607.75 10768.67 - 33376.42

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - 229.63 - 229.63

Total (i+ii+iii) 22607.75 10998.30 - 33606.05

Change in Indebtedness during the financial year

* Addition 4221.49 2726.52 - 6948.01

* Reduction 4216.35 - - 4216.35

Net Change 5.14 2726.52 - 2731.66

Indebtedness at the end of the financial year

i) Principal Amount 22612.89 13495.19 - 36108.08

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - 244.14 - 244.14

Total (i+ii+iii) 22612.89 13739.33 - 36352.22

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director and Key Managerial, Whole time Director and /or Manager(` in Lacs)

Sl. Particulars of Remuneration Name of MD/WTD/Manager

No LN Bangur- Chairman Yogesh Bangur Swapan Nath Total

& Managing -Deputy -Chief Amount

Director Managing Director Executive

Officer & CEO

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 93.01 24.33 188.66 306.00

(b) Value of perquisites u/s17(2)

Income-tax Act, 1961 - 1.82 - 1.82

(c) Profits in lieu of salary under section17

(3) Income-tax Act, 1961 - - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit - - - -

- others, specify… - - - -

5 Others, please specify - - - -

Total (A) 93.01 26.15 188.66 307.82

Ceiling as per the Act 121.37 121.37 121.37 364.11

DIRECTORS' REPORT

41

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

S. Particulars of Name of Directors TotalNo. Remuneration Amount

Mr. Amitav Mr. C V Mr. R. Mrs. A D Mr. S SKothari Desai Kapasi Bangur Kothari

1 Independent Directors

Fee for attending board

committee meetings 2.20 0.60 2.20 - - 5.00

Commission - - - - - -

Others, please specify - - - - - -

Total (1) 2.20 0.60 2.20 - - 5.00

2 Other Non-Executive Directors

· Fee for attending board

committee meetings - - - 2.80 - 2.80

· Commission - - - - - -

· Others, please specify - - - - - -

Total (2) - - - 2.80 - 2.80

Total (B)=(1+2) 2.20 0.60 2.20 2.80 - 7.80

Total Managerial remuneration 315.62

Overall Ceiling as per the Act 364.11

Note: Mr. S S Kothari resigned w.e.f 03.08.2015

B. Remuneration to other directors: (` In Lacs)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD(` In Lacs)

S. Particulars of Remuneration Key Managerial PersonnelNo.

CEO CS CFO CFO TotalName Mr. Mr. Mr. Mr. Prabhat

Swapan Nath P.K.Ojha S.Sridhar Singhee

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 188.66 17.43 24.95 - 231.04

(b) Value of perquisites u/s17(2) Income

-tax Act, 1961 - - 1.81 - 1.81

(c) Profits in lieu of salary under section

17(3) Income-tax Act, 1961 - - - - -

2 Stock Option - - - - -

3 Sweat Equity - - - - -

4 Commission - - - - -

- as % of profit - - - - -

- others, specify… - - - - -

5 Others, please specify - - - 0.07 0.07

Total 188.66 17.43 26.76 0.07 232.92

Note: 1. Mr. S. Sridhar resigned as CFO w.e.f. 30-09-20152.Mr. Prabhat Singhee appointed as CFO w.e.f. 30-03-2016


Maharaja Shree

UMAID MILLS LIMITED

VII. PENALTIES /PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the Brief Details of Penalty / Authority Appeal made,

Companies Act Description Punishment / (RD/NCLT/ if any

Compounding COURT) (give Details)

fees imposed

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT -

Penalty - - - - -



DIRECTORS' REPORT

43

Maharaja Shree

UMAID MILLS LIMITED


Annexure EForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE PERIOD FROM APRIL 1, 2015 TO MARCH 31, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Maharaja Shree Umaid Mills Limited

Krishna,Room N. 706, 7th Floor,

224, AJC Bose Road,

Kolkata -17.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Maharaja Shree Umaid Mills Limited (hereinafter called “the

Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating

the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other

records maintained by the Company (as per Annexure – A1, hereinafter referred to as “Books and Papers”)

and also the information provided by the Company, its officers, agents and authorized representatives during

the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the period

covered by our audit, that is to say, from April 01, 2015 to March 31, 2016 (hereinafter referred to as “Audit

Period”), complied with the statutory provisions listed hereunder and also that the Company has proper board-

processes and compliance-mechanism place to the extent, in the manner and subject to the reporting made

hereinafter:

We have examined the Books and Papers maintained by the Company for the Audit Period according to the

provisions of:

1) The Companies Act, 1956, to the extent applicable. The Companies Act, 2013 (“the Act”) and the

rules made thereunder including any re-enactment thereof;

2) The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;

3) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent

of Overseas Direct Investment, Foreign Direct Investment and External Commercial Borrowings;

4) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

5) Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries of India;

DIRECTORS' REPORT


Maharaja Shree

UMAID MILLS LIMITED

Laws specifically applicable to the industry to which the Company belongs is:

1. Textile (Development and Regulation) Order, 2001.

During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines, etc. mentioned above.

Management Responsibility:

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our

responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification was done on

test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes

and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts

of the Company or examined any books, information or statements other than Books and Papers;

4. We have not examined any other specific laws except as mentioned above.

5. Wherever required, we have obtained the Management Representation about the compliance of laws,

rules and regulation and happening of events etc.;

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards

is the responsibility of management. Our examination was limited to the verification of procedure on test

basis;

7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the

efficacy or effectiveness with which the management has conducted the affairs of the Company.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that

took place during the period under review were carried out in compliance with the provisions of the Act.

The number of directors liable to retire by rotation is in compliance with provision of 152 (6) of Act, 2013 which

provides that 2/3rd of the total directors (except independent directors) of the company shall be such whose

period of office will be liable to determination by retirement of directors by rotation.

Adequate notices were given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation at the

meeting.

All decisions of the board were taken with the requisite majority and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the

size and operations of the Company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

DIRECTORS' REPORT

45

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

We further report that during the audit period, the Company has not incurred any specific event/ action that

can have a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations,

guidelines, standards, etc.

Place: Kolkata For Vinod Kothari & Company

Date: May 21, 2016 Practising Company Secretaries

Arun Kumar Maitra

Partner

Membership No.: A3010

C P No.: 14490

ANNEXURE – A1

LIST OF DOCUMENTS

1. Corporate Matters

1.1 Minutes books of the following Committees were provided:

1.1.1 Board Meeting;

1.1.2 Audit Committee;

1.1.3 Nomination and Remuneration Committee;

1.1.4 Stakeholder’s Relationship Committee;

1.1.5 Corporate Social Responsibility Committee;

1.1.6 General Meeting;

1.2 Agenda papers for Board Meeting along with Notice;

1.3 Annual Report 2015;

1.4 Memorandum and Articles of Association;

1.5 Disclosures under Act, 2013 and Rules made thereunder;

1.6 Policies framed under Act, 2013;

1.8 Forms and returns filed with the ROC;

1.9 Registers maintained under Companies Act, 2013.


Maharaja Shree

UMAID MILLS LIMITED

AUDITORS’ REPORT TO THE MEMBERS OF MAHARAJA SHREE UMAID MILLS LIMITED

AUDITORS' REPORT

Report on the Standalone Financial Statements

We have audited the accompanying Standalonefinancial statements of Maharaja Shree Umaid MillsLtd. (“the Company”), which comprise the BalanceSheet as at 31st March, 2016, the Statement of Profitand Loss, the Cash Flow Statement, and a summaryof the significant accounting policies and otherexplanatory information for the year then ended(herein after referred to as the “financial statements”).

Management’s Responsibility for the FinancialStatements

The Company’s Board of Directors is responsible forthe matters stated in Section 134(5) of the CompaniesAct, 2013 (“the Act”) with respect to the preparationof these financial statements that give a true and fairview of the financial position, financial performanceand cash flows of the Company in accordance withthe accounting principles generally accepted in India,including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance ofadequate accounting records in accordance withthe provisions of the Act for safeguarding the assetsof the Company and for preventing and detectingfrauds and other irregularities; selection andapplication of appropriate accounting policies;making judgments and estimates that are reasonableand prudent; and design, implementation andmaintenance of adequate internal financial controls,that were operating effectively for ensuring theaccuracy and completeness of the accountingrecords, relevant to the preparation and presentationof the financial statements that give a true and fairview and are free from material misstatement, whetherdue to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on thesestandalone financial statements based on our audit.We have taken into account the provisions of the Act,the accounting and auditing standards and matterswhich are required to be included in the audit reportunder the provisions of the Act and the Rules madethereunder.

We conducted our audit in accordance with theStandards on Auditing specified under Section143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan andperform the audit to obtain reasonable assuranceabout whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtainaudit evidence about the amounts and disclosuresin the financial statements. The procedures selecteddepend on the auditor’s judgment, including theassessment of the risks of material misstatement ofthe financial statements, whether due to fraud orerror. In making those risk assessments, the auditorconsiders internal financial control relevant to theCompany’s preparation of the financial statementsthat give a true and fair view in order to design auditprocedures that are appropriate in the circumstances,An audit also includes evaluating theappropriateness of the accounting policies usedand the reasonableness of the accounting estimatesmade by the Company’s Directors, as well asevaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, theaforesaid financial statements give the informationrequired by the Act in the manner so required andgive a true and fair view in conformity with theaccounting principles generally accepted in India,of the state of affairs of the Company as at 31st March,2016, and its loss and its cash flows for the yearended on that date.

Other Matter

The financials statement of the company for the yearended 31st March 2015 has been audited by otherauditor who expressed and unmodified opinion on16th May 2015.

Our opinion is not modified in respect of this matter.

47

Maharaja Shree

UMAID MILLS LIMITED


For Singhi & Co.Chartered Accountants

(Firm Reg. No. 302049E)

B. K. SipaniPlace : Kolkata PartnerDate : May 30, 2016 Membership No. 088926

AUDITORS' REPORT

Report on Other Legal and RegulatoryRequirements

1. As required by the Companies (Auditor’s Report)Order,2016 (‘the Order‘), issued by the CentralGovernment of India in terms of sub-section (11)of section 143 of the Companies Act,2013 wegive in the Annexure A, a statement on thematters specified in paragraphs 3 and 4 of theOrder, to the extent applicable.

2. As required by Section 143 (3) of the Act, wereport that:

a. We have sought and obtained all theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit.

b. In our opinion, proper books of account asrequired by law have been kept by theCompany so far as it appears from ourexamination of those books.

c. The Balance Sheet, the Statement of Profitand Loss, and the Cash Flow Statementdealt with by this Report are in agreementwith the books of account.

d. In our opinion, the aforesaid financialstatements comply with the AccountingStandards specified under Section 133 ofthe Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

e. With respect to the adequacy of the internalfinancial control over financial reporting of

the Company and the operatingeffectiveness of such controls, refer to ourseparate Report in “Annexure B”.

f. On the basis of the written representationsreceived from the directors as on 31st March,2016 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on 31st March, 2016 from being appointedas a director in terms of Section 164 (2) ofthe Act.

g. With respect to the other matters to beincluded in the Auditor’s Report inaccordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in ouropinion and to the best of our informationand according to the explanations given tous:

a. The Company has disclosed the impactof pending litigations on its financialposition in its financial statements –Refer Note 18 to the standalone financialstatements;

b. The Company did not have any long-term contracts including derivativecontracts for which there were anymaterial foreseeable losses;

c. There has no delay in transferringamounts, required to be transferred, tothe Investor Education and ProtectionFund by the Company.


Maharaja Shree

UMAID MILLS LIMITED

ANNEXURE A

Annexure referred to in paragraph 1 of our report ofeven date on the other legal and regulatoryrequirements (Re: Maharaja Shree Umaid Mills Ltd.)

(i) a. The Company has maintained properrecords showing full particulars, includingquantitative details and situation of fixedassets.

b. Fixed Assets have been physically verifiedby the management at reasonable interval.No material discrepancies were noticed onsuch verification.

c. According to information and explanationsgiven by the management, the title deeds ofimmovable properties included in fixedassets, except for factory land and buildingadmeasuring 60 acres at Jodhpur Road,Pali, Rajasthan for which there arepossession letters are held in the name ofthe Company. These title deeds andpossession letters have been given assecurity against the term and other loanstaken from banks and as informed to us theoriginal title deeds are kept with the lendersas security and therefore same could not bemade available for our verification.

(ii) As informed to us the management hasconducted physical verification of inventories atreasonable intervals during the year and nomaterial discrepancies were noticed on suchphysical verification.

(iii) The Company has not granted any loan tocompany, Firms, Limited Liability Partnership orother parties covered in the register maintainedunder section 189 of the Companies Act’2013.Therefore, provision of clause 3(iii) (a), (b) and(c) of the Order are not applicable.

(iv) According to the information and explanationsgiven to us, the Company has not granted any

loan, made investments, or provided guaranteesand securities in respect of which provisions ofsection 185 and 186 of the Companies Act, 2013are applicable. Therefore, the provisions of theclause 3(iv) of the order are not applicable to theCompany.

(v) The Company has not received any depositduring the year as covered under section 76 ofthe Companies Act, 2013. Therefore, provisionsof clause 3(v) of the order are not applicable tothe Company.

(vi) We have broadly reviewed the books of accountsmaintained by the Company pursuant to therules made by the Central Government for themaintenance of cost records under section 148(1)of the Companies Act, 2013 and are of theopinion that prima facie the prescribed accountsand records have been made and maintained.We have, however, not made a detailedexamination of the same with a view to determinewhether they are accurate or complete.

(vii) a. According to the records of the Company,the Company is generally regular indepositing undisputed statutory duesincluding provident fund, employees’ stateinsurance, income-tax, sales tax, servicetax, duty of customs, duty of excise, valueadded tax, cess and other material statutorydues deducted/ accrued in the books, withthe appropriate authorities. There was noundisputed outstanding statutory dues asat the yearend for a period of more than sixmonths from the date they became payable.

b. According to the records of the Company,there are no dues outstanding of incometax, sales tax, service tax, duty of customs,duty of excise and value added tax onaccount of any dispute, other than thefollowings:

AUDITORS' REPORT

Name of Statute Nature of Dues Amount Forum where Related Period(net of paid) Dispute is Pending( ` in lakhs)

The Income Tax Act, 1961 Income Tax on disallowances 161.32 Rajasthan High Court, Assessment Yearof expenses Jaipur 1994-95

The Income Tax Act, 1961 Income Tax on disallowances of 544.76 Commissioner of Assessment Yearexpenses and valuation for calculation Income tax (Appeal), 2011-12 andof Long term Capital Gain Jaipur 2013-14

49

Maharaja Shree

UMAID MILLS LIMITED


AUDITORS' REPORT

The Central Excise Act, 1944 Differential duty demand 79.79 Rajasthan High Court, Oct’2002 toJodhpur Feb’2003

The Finance Act, 1994 Payment of GTA through Cenvat 68.09 CESTAT, New Delhi Jan’05 to Jun’08Credit and penalty thereon

The Rajasthan Tax on Entry Entry Tax on purchase 61.35 Rajasthan Tax Board 2012-13 toof Goods into Local Areas of materials 2014-15Act, 1999

The Rajasthan Value Added Differential demand for tax and 16.30 D.C.(Appeals) 2006-07 toTax Act, 2003 interest thereon 2010-11

The Rajasthan Value Added Input VAT Credit reversal 1534.62 CESTAT, New Delhi 2009-10 toTax Act, 2003 2012-13

The Rajasthan Electricity ED, WCC, UC, CSS on power 881.54 Rajasthan High Court, Jul’2010 toDuty Act, 2003 supplied by Captive Consumption Jodhpur March’15

(viii) The Company has not defaulted in repaymentof loans or borrowings to banks. The Companydid not have any outstanding loan orborrowings from Government, financialinstitution and dues to debenture holders.

(ix) The Company has applied term loans for thepurpose for which it was raised. The Companyhas not raised any monies by way of initialpublic offer or further public offer (includingdebt instruments).

(x) Based upon the audit procedures performedin accordance with generally acceptedauditing practice in India for the purpose ofreporting the true and fair view of the financialstatements and according to the informationand explanations given to us, no fraud by theCompany or no fraud on the Company by itsofficers and employees has been noticed orreported during the year.

(xi) According to the information and explanationsgiven by the management, managerialremuneration has been paid /provided inaccordance with the requisite approvalsmandated by the provisions of section 197read with schedule V to the Companies Act,2013.

(xii) In our opinion, the Company is not a Nidhicompany. Therefore, the provisions of clause

3(xii) of the Order are not applicable to theCompany.

(xiii) According to the information and explanationsgiven by the management, transactions withthe related parties are in compliance withsection 177 and 188 of the Companies Act,2013 wherever applicable and the details forthe same have been disclosed in the FinancialStatements as required by the applicableaccounting standards.

(xiv) According to the information and explanationsgiven by the management, the Company hasnot made any preferential allotments or privateplacement of shares or fully or partlyconvertible debentures during the year underreview. Therefore, the provisions of clause3(xiv) of the order are not applicable.

(xv) According to the information and explanationsgiven by the management, the Company hasnot entered into any non-cash transactionswith directors or persons connected withdirectors. Therefore, the provisions of clause3(xv) of the order are not applicable.

(xvi) In our opinion, the Company is not required tobe registered under section 45-IA of theReserve Bank of India Act, 1934. Therefore,the provisions of clause 3 (xvi) of the order arenot applicab





Maharaja Shree

UMAID MILLS LIMITED

ANNEXURE BReport on the Internal Financial controls underClause (i) of Sub - section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls overfinancial reporting of Maharaja Shree Umaid MillsLtd. (“the Company”) as of March 31, 2016 inconjunction with our audit of the standalone financialstatements of the Company for the year ended onthat date.

Management’s Responsibility for Internal FinancialControls

The Company’s management is responsible forestablishing and maintaining internal financialcontrols based on the internal control over the financialreporting criteria established by the Companyconsidering the essential components of internalcontrol stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants ofIndia. These responsibilities include the design,implementation and maintenance of adequateinternal financial controls that were operatingeffectively for ensuring the orderly and efficientconduct of its business, including adherence tocompany’s policies, the safeguarding of its assets,the prevention and detection of frauds and errors ,the accuracy and completeness of the accountingrecords, and the timely preparation of reliablefinancial information, as required under theCompanies Act, 2013.


Our responsibility is to express an opinion on theCompany’s internal financial controls over financialreporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Auditof Internal Financial Controls Over FinancialReporting (the “Guidance Note”) and the Standardson Auditing deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extentapplicable to an audit of internal financial controlsand, both issued by the Institute of CharteredAccountants of India. Those Standards and the

Guidance Note require that we comply with ethicalrequirements and plan and perform the audit toobtain reasonable assurance about whetheradequate internal financial controls over financialreporting was established and maintained and ifsuch controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internalfinancial controls system over financial reportingand their operating effectiveness. Our audit of internalfinancial controls over financial reporting includedobtaining an understanding of internal financialcontrols over financial reporting, assessing the riskthat a material weakness exist, and testing andevaluating the design and operating effectiveness ofinternal control based on the assessed risk. Theprocedures selected depend on the auditors’judgement, including the assessment of the risks ofmaterial misstatement of the financial statements,whether due to fraud or error.

We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls overFinancial Reporting

A company’s internal financial control over financialreporting is a process designed to providereasonable assurance regarding the reliability offinancial reporting and the preparation of financialstatements for external purposes in accordancewith generally accepted accounting principles. Acompany’s internal; financial control over financialreporting includes those policies and proceduresthat (1) pertain to the maintenance of records that,in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets ofthe company ; (2) provide reasonable assurancethat transactions are recorded as necessary topermit preparation of financial statements inaccordance with generally accepted accountingprinciples, and that receipts and expenditures of

51

Maharaja Shree

UMAID MILLS LIMITED


the company are being made only in accordancewith authorization of management and directors ofthe company ; and (3) provide reasonableassurance regarding prevention or timely detectionof unauthorized acquisition, use, or disposition ofthe company’s assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controlsover Financial Reporting

Because of the inherent limitations of internal financialcontrols over financial reporting, including thepossibility of collusion or improper managementoverride of controls, material misstatements due toerror or fraud may occur and not be detected. Also,projections of any evaluation of the internal financialcontrols over financial reporting to future periods aresubject to the risk that the internal financial controls




over financial reporting may become inadequatebecause of changes in conditions, or that the degreeof compliance with the policies or procedures maydeteriorate.

OpinionIn our opinion, the Company has, in all materialrespects, an adequate internal financial controlssystem over financial reporting and such internalfinancial controls over financial reporting wereoperating effectively as at March 31, 2016, based onthe internal control over the financial reporting criteriaestablished by the Company considering theessential components of internal control stated in theGuidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute ofChartered Accountants of India and the same can befurther strengthen.


Maharaja Shree

UMAID MILLS LIMITEDSTANDALONE FINANCIAL

STATEMENTS

BALANCE SHEET AS AT MARCH 31, 2016Note As at

March 31, 2015As at

March 31, 2016

( ` in Lacs)

EQUITY AND LIABILITIES Shareholders’ Funds

Share Capital 2 2592.00 2592.00Reserves & Surplus 3 11074.17 14560.52

13666.17 17152.52 Non-current Liabilities

Long-term Borrowings 4 18141.69 18267.21Deferred Tax Liability (Net) 5 2503.05 2754.74Other Long Term Liabilities 9 195.23 152.90Long-term Provisions 6 97.12 81.55

20937.09 21256.40Current LiabilitiesShort-term Borrowings 7 13454.96 10565.13Trade Payables 8- Total outstanding dues to micro enterprises and small enterprises - -- Total outstanding dues to other than micro enterprises and small enterprises 2622.45 1257.49Other Current Liabilities 9 5978.50 6530.06Short-term Provisions 6 1146.68 1083.24

23202.59 19435.92TOTAL 57805.85 57844.84

ASSETSNon-current AssetsFixed Assets 10

Tangible Assets 33414.46 30620.46Intangible Assets 84.61 116.39Capital Work-in-Progress 2285.92 4868.32

35784.99 35605.17Non-current Investments 11 5.00 5.00Long-term Loans and Advances 12 3079.51 3103.36

38869.50 38713.53 Current Assets

Inventories 13 6155.86 9988.63Trade Receivable 14 6938.08 5032.79Cash & Bank Balance 15 404.83 343.93Short-term Loans and advances 16 5396.94 3714.13Other Current Assets 17 40.64 51.83

18936.35 19131.31TOTAL 57805.85 57844.84Contingent Liabilities and Commitments 18Summary of significant accounting policies 1Other notes on accounts 27 to 41

LN Bangur Chairman & ManagingDirector

Swapan Nath Executive Director &Chief Executive Officer

Prabhat Singhee Chief Financial OfficerPradip Kumar OjhaCompany Secretary

For SINGHI & CO.Chartered AccountantsFirm Reg. No. 302049E

B. K. SipaniPartner

Membership No. 88926Place: Kolkata,Date:30th May, 2016

The accompanying notes are an integral part of the financial statements.In terms of our Report of even date attached.

53

Maharaja Shree

UMAID MILLS LIMITED


STANDALONE FINANCIALSTATEMENTS

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON MARCH 31, 2016

2015-16 2014-15Note

( ` in Lacs)

INCOME

Revenue from Operations 19 46894.71 48280.54

Other Income 20 909.47 579.50

Total Revenue 47804.18 48860.04

EXPENSES

Cost of materials consumed 21 30011.60 29637.20

Purchase of Traded Goods 395.51 322.91

Changes in inventories of finished goods, WIP and Traded 22 (860.19) 1258.48

Employee benefits expense 23 5987.71 4711.87

Finance costs 24 2693.95 2589.80

Depreciation and amortization 10 1865.25 2573.65

Other Expenses 25 11318.10 11248.94

Total expenses 51411.93 52342.85

PROFIT/ (LOSS) BEFORE EXCEPTIONAL ITMES (3607.75) (3482.81)

Exceptional Items {(Income)/Expense} 26 - 110.94

PROFIT/ (LOSS) BEFORE TAX (3607.75) (3371.87)

Current Tax - -

Income Tax adjustment for Earlier Years (Net) 130.29 -

Deferred Tax 5 (251.69) 46.25

NET PROFIT / (LOSS) FOR THE YEAR (3486.35) 3418.12

EARNINGS PER EQUITY SHARE OF RS. 10 EACH

Basic and Diluted 27 (13.45) (13.19)

Summary of significant accounting policies and

Notes to Accounts 27 to 41





B. K. SipaniPartner




Maharaja Shree


STATEMENTS

CASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31, 2016( ` in Lacs)

2015-16 2014-15

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax and extraordinary items (3607.75) (3371.87)Adjustments for :Depreciation 1865.25 2573.65Interest income (109.53) (7.82)Interest paid (net) 2693.95 2445.16Profit on sale of fixed assets (44.79) (7.25)Profit on sale of Investments - (5.32)Interest Subsidy relating to earlier years (214.18) -

4190.70 4998.42Operating Profit before Working Capital Changes 582.95 1626.55Trade and other receivables (2755.17) 1786.71Inventories 3832.77 3460.61Trade and other payables 1291.42 2369.02 1093.46 6340.78Cash Generated from Operations 2951.97 7967.33Direct taxes paid (55.03) (332.94)Net Cash Flow from (used in) Operating Activities 2896.94 7,634.39

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (3130.22) (8119.97)Sale of fixed assets 511.13 62.94Sale of Investments - 10.32Movement in Term Deposit 5.64 (75.21)Income from Investments 95.84 5.17Net cash used in investing activities (2517.61) (8116.75)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long-term borrowing 4055.88 4629.99Proceeds from Short-term borrowing 3991.45 27947.50Repayment of Long-term borrowing (4214.06) (3458.90)Repayment of Short-term borrowing (1101.62) (26197.66)Finance Costs (net of TUFS subsidy and interest capitalised) (3044.16) (2443.04)Dividend and tax thereon paid - (311.14)Net cash flow from (used in) financing activities (312.51) 166.75Net increase in Cash and Cash Equivalents 66.82 (315.61)Cash and cash equivalents(Opening Balance) 260.33 575.94Cash and cash equivalents (Closing Balance) (Refer Note 15) 327.15 260.33Note : Figures in bracket represent cash outflows





B. K. SipaniPartner


In terms of our Report of even date attached.

55

Maharaja Shree

UMAID MILLS LIMITED



Note 1. SIGNIFICANT ACCOUNTING POLICIES

A. Nature of OperationsThe Company is a manufacturer of cotton yarn, cotton polyester blended yarn, polyester/viscose yarn,cotton/man made fabrics and also engaged in the generation and sale of wind power with its facilitieslocated in the State of Rajasthan.

B. Basis of Preparation of Financial StatementsThe financial statements have been prepared to comply in all material respects with the AccountingStandard notified under section 133 and the relevant provisions of the Companies Act, 2013 underhistorical cost convention on accrual basis except in case of interest on overdue amounts from customerswhich are accounted for on receipt basis on account of uncertainties. Accounting policies not referredto otherwise are in accordance with generally accepted accounting principles in India.

C. Change in Accounting Policyfrom the current year, the Company has changed its method of recognizing interest and capital subsidyentitlement under Technology Upgradation Fund Scheme (TUFS) from receipt basis to accrual basis toalign with the accrual basis of accounting of the Company. Accordingly, the Company has accountedfor interest subsidy of ` 551.67 Lacs and capital subsidy of ` 389.74 Lakhs during the current year, outof which ` 169.96 Lacs (including capital subsidy of ` 126.11 Lacs) pertains to previous financial years.Accordingly, had the Company continued to use the earlier method of accounting, fixed assets wouldhave been lower by ` 708.60 lakhs, loans and advances would have been lower by ` 941.42 Lakhs andthe loss before tax for the current year would have been higher by ` 394.14 Lacs.

D. Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principlesrequires the management to make estimates and assumptions to be made that affect the reported amountof assets and liabilities and disclosure of contingent liabilities on the date of the financial statements andthe reported amount of revenues and expenses during the reporting period. Although these estimatesare based upon management’s best knowledge of current events and actions, actual results could differfrom these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accountingestimates is recognized prospectively in the current and future periods.

E. Classification of Assets and Liabilities as Current and Non-CurrentAll assets and liabilities are classified as current or non-current as per the Company’s normal operatingcycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of productsand the time between the acquisition of assets for processing and their realization in cash and cashequivalents, 12 months has been considered by the Company for the purpose of current/ non-currentclassification of assets and liabilities.

F. Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the companyand the revenue can be reliably measured.

(i) Revenue from sale of goods is recognized when the significant risks and rewards of ownership ofthe goods have passed to the buyer. Sales exclude excise duty and sales tax, where applicable andare net of sale returns, rebates and discounts.


Maharaja Shree


STATEMENTS

(ii) Interest income other than interest on overdue receivables from customers, is recognized on timeproportion basis.

(iii) Export incentives are recognized as revenue on accrual basis to the extent it is probable thatrealization is certain.

(iv) Dividend income is recognized when the right to receive payment is established.

(v) Profits and losses on disposal of investments is recorded on transfer of title from the company andis determined as the difference between the disposal proceeds, net of expenses, and carryingamount of the investment.

G. Tangible Fixed Assets

Fixed assets, except certain land, are stated at cost less accumulated depreciation and impairmentlosses, if any. Certain land is stated at revalued amount. Cost comprises the purchase price and anyattributable cost of bringing the asset to its working condition for its intended use.

Fixed assets are stated at cost, less accumulated depreciation and impairment loss (if any). Costcomprises the purchase price and any attributable cost of bringing the asset to its working condition forits intended use. Cost of Fixed assets were netted off with subsidy relating to capital nature. Subsequentexpenditure on fixed asset after its purchase or completion would be recognised as an asset, if it isprobable that the expenditure will enable the asset to generate future economic benefits in excess of itsoriginally assessed standard of performance and the expenditure can be measure and attributed to theasset reliably.

The carrying amounts are reviewed at each balance sheet date if there is any indication of impairmentbased on internal/external factors. An impairment loss is recognized wherever the carrying amount ofan asset exceeds its recoverable amount. The recoverable amount is greater of the assets net sellingprice and value in use. In assessing, value in use, the estimated future cash flows are discounted to theirpresent value at the weighted average cost of capital.

H. Intangible AssetsIntangible assets are stated at cost less accumulated amount of amortization. Cost comprises thepurchase price and any attributable expenditure on making the asset ready for its intended use. IntangibleAssets are amortized on a straight line basis over a period of 5 years from the date when the asset isavailable for use.

I. Depreciation and amortization

(i) Depreciation on all fixed assets, other than plant & machinery, is provided for on Written down ValueMethod (WDV) with reference to the economic useful life of the assets as prescribed by ScheduleII of the Companies Act, 2013.

(ii) Depreciation on plant & machinery is provided for on Straight Line Method (SLM) with reference tothe economic useful life of the assets as prescribed by Schedule II of the Companies Act, 2013 orre-assessed by the Company as per technical assessment given herein below:

Sl. Nature of Fixed Asset Useful life as per technical assessment

1. Plant & Machinery used in textile division 30 years on single shift basis

Depreciation is calculated on a pro-rata basis from the date of installation till the date the assets are soldor disposed off.

57

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UMAID MILLS LIMITED



As assessed by the management, there are no material/significant parts of assets or useful economic

life of such parts are not significantly different from the useful life of the remaining asset, for whichdepreciation may be required to be determined separately.

(ii) Cost of leasehold land is amortized over the period of lease.

(iii) Intangible assets are amortized on a straight line basis over the estimated useful economic life.

J. Borrowing CostsBorrowing costs that are attributable to the acquisition, construction or production of qualifying assetsare capitalized as part of the cost of such assets upto the date of commencement of commercial

production/put to use of plant. A qualifying asset is one that necessarily takes a substantial period of timeto get ready for its intended use. All other borrowing costs are recognized as expenses in the period inwhich they are incurred.

K. Expenditure on new projects, substantial expansion and during construction periodExpenditure directly relating to construction activity is capitalized. Indirect expenditure incurred duringconstruction period is capitalized as part of the indirect construction cost to the extent to which theexpenditure is indirectly related to construction or is incidental thereto. Other indirect expenditure

incurred during the construction period, which is not related to the construction activity nor is incidentalthereto is charged to the Statement of Profit and Loss. Income earned during construction period isdeducted from the indirect expenditure. Expenditure during construction/installation period is included

under capital work-in-progress and the same is allocated to respective fixed assets on the completionof its construction.

L. InvestmentsInvestments are classified as Current and Non-current investments. Investments which are readily

realizable and intended to be held for not more than one year from the date on which such investmentsare made, are classified as current investments. Current Investments are carried at lower of cost or fairvalue. Non-current investments are stated at cost, provision for diminution in the value is made to

recognize a decline other than temporary in the value of such investments.

M. InventoriesInventories are valued as follows:(i) Raw Materials, Stores & Spares:Lower of cost and net realizable value. Cost is determined on a weighted average basis and includesnon-reimbursable duties and taxes. Materials and other items held for use in the production of inventoriesare not written down below costs, if finished goods in which they will be incorporated are expected to

be sold at or above cost.(ii) Work-in-Progress, Finished and Traded Goods:Lower of cost and net realizable value. Cost includes direct materials, labour and a proportion of

manufacturing overheads. Cost of finished goods includes excise duty, wherever applicable.(iii) WasteAt net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costsof completion and to make the sale.


Maharaja Shree

UMAID MILLS LIMITED

N. Provisions, Contingent Liabilities and Contingent AssetsA provision is made when there is a present obligation as a result of past event that probably requiresan outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosurefor a contingent liability is made when there is a possible obligation or a present obligation that may, butprobably will not, require an outflow of resources. When there is a possible or a present obligation inrespect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. TheCompany does not recognize assets which are of contingent nature until there is virtual certainty ofreliability of such assets. However, if it has become virtually certain that an inflow of economic benefitswill arise, asset and related income is recognized in the financial statements of the period in which thechange occurs.

O. Government Grants & SubsidiesGrants and subsidies from the government are recognized when there is reasonable assurance that thegrant/ subsidy will be received and all attaching conditions will be complied with.When the grant or subsidy relates to an expense item, it is recognized as income or deducted from therelevant expense in the year of sanction of grant or subsidy.Where the grant or subsidy relates to a depreciable asset, it is recognized as income in the Statementof Profit and Loss over the useful life of the related asset in the proportions in which depreciation is chargedon that asset. The deferred income is disclosed under Reserves and Surplus in the balance sheetpending its apportionment to Statement of Profit and Loss.

P. Retirement & Employee Benefits

(i) Retirement benefits in the form of Provident Fund maintained with the regional provident fundauthorities are a defined contribution scheme and the contributions are charged to the Statementof Profit and Loss of the year when the contributions to the fund is due.

(ii) Contribution of certain employees to Company’s own administered provident fund, which is adefined benefit plan is accounted for as and when paid and year end liability is accrued based onactuarial valuation.

(iii) Gratuity and Leave Encashment which are defined benefits are accrued based on actuarial valuationat the balance sheet date carried out by an independent actuary using the projected unit creditmethod.

(iv) Gratuity liability is being contributed to the gratuity fund formed by the Company.

Q. Foreign Currency Transactions

(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing onthe date of transaction.

(ii) Monetary items denominated in foreign currencies at the year-end are re-stated at the year-endrates. In case of items which are covered by forward exchange contracts, the difference between theyear-end rate and rate on the date of the contract is recognized as exchange difference and thepremium paid on forward contracts is recognized over the life of the contract.

(iii) DerivativesOutstanding derivatives contracts, other than those covered under AS-11, at the year-end aremarked to market rate, and loss, if any, is accounted for in the Statement of Profit and Loss. As prudentaccounting policy, marked to market gain at the end of year is not accounted for.


59

Maharaja Shree

UMAID MILLS LIMITED


R. Cash and cash equivalentsCash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in handand short term investments with an original maturity of three months or less.

S. Operating LeasesWhere the Company is the lessee, finance leases which effectively transfer to the company substantiallyall the risks and benefits incidental to ownership of the leased item are capitalized at the lower of the fairvalue and present value of the minimum lease payments at the inception of the lease term and disclosedas leased assets. Lease payments are apportioned between the finance charges and reduction of thelease liability based on the implicit rate of return. Finance charges are charged directly against revenue.Lease management fees, legal charges and other initial direct costs are capitalized.

T. Taxes on Income

Tax expense comprises of current and deferred income tax. Current income tax is measured at the amountexpected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India.Deferred tax resulting from “timing difference” between taxable and accounting income is accounted forusing the tax rates and laws that are enacted or substantially enacted as on the balance sheet date.Deferred tax asset is recognized and carried forward only to the extent that there is virtual certainty thatthe asset will be realized in future.

Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent there isconvincing evidence that the company will pay normal tax during the specified period. In the year in whichMAT credit becomes eligible to be recognized as an asset in accordance with the recommendationscontained in the Guidance Note issued by the Institute of Chartered Accountants of India, the said assetis created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit entitlementas a separate line item. The Company reviews the same at each balance sheet date and writes downthe carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence to theeffect that the company will pay normal tax during the specified period.

U. Earnings per shareBasic earnings per share is calculated by dividing the net profit or loss for the period attributable to equityshareholders (after deducting attributable taxes) by the weighted average number of equity sharesoutstanding during the period.For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributableto equity shareholders and the weighted average number of shares outstanding during the period areadjusted for the effects of all dilutive potential equity shares. The effects of anti-dilutive potential equityshares are ignored in calculating diluted earnings per share.

V. Segment ReportingThe accounting policies adopted for segment reporting are in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the Company as a whole. PrimarySegments are identified based on the nature of products, the different risks and returns and the internalbusiness reporting system. Revenue, Expense, Assets and Liabilities which relate to the Company asa whole and could not be allocated to segments on a reasonable basis, has been classified asunallocated. Secondary segment is identified based on geography by location of customers i.e. in Indiaand outside India. Inter-segment revenue have been accounted for based on the transaction price agreedto between the segments, which is primarily market based.



Maharaja Shree


STATEMENTS

NOTES TO ACCOUNTS

NOTE 2 : SHARE CAPITALAs at

March 31, 2015As at

March 31, 2016

Authorised

30000000 3000.00 3000.00

(Previous year 30000000) Equity Shares of Rs.10/- each 3000.00 3000.00

Issued,Subscribed and Paid Up

160000 16.00 16.00

(Previous year 160000) Equity Shares of Rs.10/- each

25760000

(Previous year 25760000) Equity Shares of Rs. 10/- each 2576.00 2576.00

issued as Bonus Shares out of Reserves

TOTAL 2592.00 2592.00

Notes:Equity shareholders’ holding more than 5% of equity shares along with the number of equity sharesheld is given hereunder :

Name of the shareholder As at As atMarch 31, 2016 March 31, 2016

% No. of shares % No. of shares

Placid Ltd. (Holding Company) 68.71 17809929 65.56 17511550

M.B. Commercial Co. Ltd. 10.88 2820000 10.88 2820000

Amalgamated Development Ltd. 6.37 1652000 6.37 1652000

The reconciliation of the number of shares outstanding is set out below :

Particulars As at As atMarch 31, 2016 March 31, 2015

No. of shares No. of shares

Equity Shares at the beginning and end of the year 25920000 25920000

Terms/rights attached to Equity shares :Each Shareholder is entitled to one vote per share. The dividend except interim dividend proposed by theBoard of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Inthe event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assetsof the Company after distribution of all preferential amounts, in proportion to their shareholding.

Allotment of fully paid-up equity shares by way of bonus shares.In financial year 2011-12, the company has issued 25760000 bonus shares.

( ` in Lacs)

61

Maharaja Shree

UMAID MILLS LIMITED



Revaluation Reserve

Balance as per last Financial Statements 6656.14 6656.14

Capital Reserve


General Reserve


Surplus - Balance in Statement of Profit & Loss


Add: Profit (Loss) for the year (3486.35) (3418.12)

Less: Adjustment of carrying amount of fixed assets (afterretaining the residual value), whose remaining useful lifehave been reassessed to be nil as at 1st April’2014

(including deferred tax ` 7.70) - 17.23

Closing Balance 3917.35 7403.70

TOTAL 11074.17 14560.52

As atMarch 31, 2015

As atMarch 31, 2016NOTE 3 : RESERVES & SURPLUS

NOTE 4 : LONG TERM BORROWINGS Non-Current Current MaturitiesAs at As at As at As at

Mar 31,2016 Mar 31,2015 Mar 31,2016 Mar 31,2015( ` In lacs) (` In lacs) (` In lacs) (` In lacs)

(i) Secured :Term Loans- from Banks 11081.89 13207.41 4511.43 4544.08

(ii) Unsecured :Inter Corporate Deposits from related parties 7059.80 5059.80 - -Total 18141.69 18267.21 4511.43 4544.08

Less: Disclosed under the head - - (4511.43) (4544.08) “Other Current Liabilities”

TOTAL 18141.69 18267.21 - -

Securities :Term loans are secured by first charge on Company’s immovable assets i.e. factory land and buildingsituated at Jodhpur Road, Pali-306401 in Rajasthan and entire movable fixed assets of Textile & PowerGenerating unit of the Company situated at Jodhpur Road, Pali including Wind Mills situated in DistrictJodhpur and Jaisalmer in Rajasthan; and second charge on current assets of the Textile & PowerGenerating unit of the Company situated at Jodhpur Road, Pali both present and future, ranking pari passuwith all participating term and working capital lenders.

( ` in Lacs)


Maharaja Shree


STATEMENTS

Repayment Schedule : Long Term BorrowingsAs at Mar 31, 2016 As at Mar 31, 2015

Rate of Interest Repayment Repayment( ` ) Instalment ( ` ) Instalment

Secured LoanInterest rate on Term Loans ranges from 10.95% to 9219.72 5-13 Qurly. 10573.82 9-17 Qurly.11.10% p.a. (Previous Year 11.60 % to 12 % p.a.) Installments InstallmentsInterest rate on Term Loans at 11.25% p.a. 1862.17 29 Monthly 2633.59 41 Monthly(Previous year 11.75 % p.a.) Installments InstallmentsUnsecured LoanInterest rate on ICDs ranges from 9.5 % to 11% p.a. 7059.80 Single 5059.80 Single(Previous Year 9.5 % to 11% p.a. ) Installments Installments

after 2016-17 after 2016-17TOTAL 18141.69 - 18267.21 -

NOTE 5 : DEFERRED TAX LAIBLITY (NET)As at As at

Mar 31,2016 Mar 31,2015Deferred Tax Liability on account of :

Depreciation 3503.44 2754.74Deferred Tax Assets on account of :

Accrued expenses deductible on payment basis 123.37 -Unabsorbed Depreciations $ 877.02 -

1000.39 -TOTAL 2503.05 2754.74

$ : In respect of deferred tax assets on unabsorbed depreciation, the same has been recognised based onthe current tax laws entailing the benefit over the Company against any taxable source of Income. DeferredTax Assets have been recognised only to the extent of deferred tax liabilities in respect of depreciation.

NOTE 6 : PROVISIONS Long-Term Short-TermAs at As at As at As at

Mar 31,2016 Mar 31,2015 Mar 31,2016 Mar 31,2015(` In lacs) (` In lacs) (` In lacs) (` In lacs)

Others - Contingencies # - - 1115.78 1002.51Employee Benefits 97.12 81.55 30.90 80.73TOTAL 97.12 81.55 1146.68 1083.24

Particulars Disputed Other TotalStatutory Matters Obligation

Opening Balance 343.54 658.97 1002.51

(447.28) (771.04) (1218.32)

Addition 88.58 157.10 245.68

(56.18) (164.95) (221.13)

Utilisation/ Reversal/ Paid 87.32 45.08 132.40

(159.92) (277.02) (436.94)

Closing Balance 344.80 770.99 1115.79

(343.54) (658.97) (1002.51)

# Disclosure of provisions and contingencies as per Accounting Standard-29

Note : Previous year figures are shown in brackets

( ` in Lacs)

63

Maharaja Shree

UMAID MILLS LIMITED


NOTE 7 : SHORT TERM BORROWINGS As at As atMar 31,2016 Mar 31,2015

SecuredFrom BanksRepayable on demand 7019.57 4856.26UnsecuredFrom Banks (Repayable on demand) 4335.39 4208.87Inter Corporate Deposits from Related Parties 2100.00 1500.00

TOTAL 13454.96 10565.13Security :Working Capital Facilities from banks are secured by first charge by way of hypothecation of the currentassets of the Textile & Power Generation Unit of the Company situated at Jodhpur Road, Pali; and secondcharge on Company’s immovable assets i.e. factory land and building situated at Jodhpur Road, Pali-306401 in Rajasthan and entire movable fixed assets of Textile & Power Generating unit of the Companysituated at Jodhpur Road, Pali including Wind Mills situated in District Jodhpur and Jaisalmer in Rajasthan,both present and future, ranking pari passu with all participating working capital and term lenders.


NOTE 8 : TRADE PAYABLES

Total Outstanding dues of creditors otherthan micro enterprises and small enterprises-For Goods and Services 2622.45 1257.49

TOTAL 2622.45 1257.49The Company has not received any intimation from its suppliers being registered under the Micro, Smalland Medium Enterprises Development Act, 2006 (MSMED). Hence the necessary compliance requiredunder MSMED Act, 2006 can not be made.

NOTE 9 : OTHER LIABILITIES Long-Term Short-TermAs at As at As at As at

Mar 31,2016 Mar 31,2015 Mar 31,2016 Mar 31,2015

Current maturities of long-term debt (refer Note # 3) 4511.43 4544.08

Unpaid Dividends 8.11 8.39

Creditors for Capital Expenditure 67.22 378.25

Interst accrued but not due on borrowings 244.14 229.63

Interst accrued and due on borrowings 105.95 133.17

Credit balances and advances from customers 68.77 239.35

Statutory Dues 80.42 118.55

Employees Liability 690.35 603.87

Security Deposits 195.23 152.90 1.49 1.34

Other liabilities * 200.62 273.43

TOTAL 195.23 152.90 5978.50 6530.06

* includes contribution towards gratuity funds, provident fund liability based on acturial valuations,incentive on sales etc.

( ` in Lacs)


Maharaja Shree


STATEMENTS

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65

Maharaja Shree

UMAID MILLS LIMITED



NOTE 11 : NON CURRENT INVESTMENTS(Long Term Investments)

Previous Current Face As at As atYear Year Value Mar 31, 2016 Mar 31,2015Nos. Nos. `

At cost, unless otherwise specifiedNon Trade Investments

a. In Equity Shares - Unquoted, fully paid up5 5 The Jewel Crown Co-op. Housing Society Ltd. 50 * *

(a) - -b . In Equity Shares of Wholly Owned Subsidiary

Companies Unquoted, fully paid up50000 50000 MSUM Texfab Ltd. 10 5.00 5.00

(b) 5.00 5.00TOTAL (a+b) 5.00 5.00Aggregate amount of unquoted investments 5.00 5.00

*The value of the item after rounding off is below the reportable figures, hence ignored.

NOTE 12 : LONG TERM LOANS & ADVANCES

(Unsecured and Considered good)

Capital advances 124.82 181.90

Term Deposits with banks more than 12 months 4.82 4.82

Other loans & advances

MAT Credit Entitlement 2368.63 2418.81

Security Deposits $ 581.24 497.83

TOTAL 3079.51 3103.36

$ includes ` 125.61 and ` 111.42 being investment in 1256039 equity shares of ` 10 each and 11142220.01% Cumulative Redemable Preference Shares respectively of M/s VS Lignite Power Pvt. Ltd. beingsecurity towards supply of power.

NOTE 13 : INVENTORIES

(At lower of Cost or Net Realisable Value except Stores & Spares, which are valued at cost )

Raw Materials 1963.77 6412.46

Work-in-Progress 1635.77 854.89

Finished Goods 1643.33 1457.73

Stock- in- Trade 6.40 87.90

Waste 133.62 158.41

Stores and Spare Parts 772.97 1017.24

TOTAL 6155.86 9988.63

( ` in Lacs)


Maharaja Shree


STATEMENTS

(Unsecured, Considered Good unless otherwise stated)

Outstanding for more than six months (from due date)

Considered Good 828.13 770.69

Considered Doubtful 46.79 34.93

Less: Provision for Doubtful Debts (46.79) (34.93)

828.13 770.69

Other debts 6109.95 4262.10

TOTAL 6938.08 5032.79

Note: Trade Receivables include ` 226.83 Lacs (previous year ` NIL) receivable from M/s DISCOM,Jodhpur on account of supply of Power which is under dispute. However management is confident ofrecovery of this amount.

NOTE 15 : CASH & BANK BALANCE

Cash in hand 7.17 7.50Balance with scheduled banks

in current accounts 169.98 252.83in deposit accounts maturing within 3 months 150.00 -

327.15 260.33Other Bank Balance

in deposit accounts maturing after 3 months but before 12 month 69.57 75.21in deposit accounts maturing beyond 12 month 4.82 4.82

74.39 80.03Less: Disclosed under the head “Long-term Loans & Advances” (4.82) (4.82)

69.57 75.21Earmarked balances with banks:

in unpaid dividend account 8.11 8.39TOTAL 404.83 343.93

NOTE 16 : SHORT TERM LOANS & ADVANCES


Balances with Customs, Central Excise Authorities, etc. 260.00 56.31

Prepaid Expenses 134.01 75.78

Deposit with government, public bodies and others 2301.79 1896.27

Advance Income Tax (Net) 1091.48 1116.54

Export Benefits / Claims Receivable 343.91 335.66

Government Subsidies Receivable (Refer Note No. 1(C)) 941.42 -

Others ** 324.33 233.57

TOTAL 5396.94 3714.13

** includes Loans and advances to vendors, staff and others

NOTE 14 : TRADE RECEIVABLES As at As atMar 31, 2016 Mar 31, 2015

( ` in Lacs)

67

Maharaja Shree

UMAID MILLS LIMITED



NOTE 17 : OTHER CURRENT ASSETS As at As atMar 31, 2016 Mar 31, 2015

(Unsecured and Considered good)Fixed assets held for sale 4.50 29.38Interest accrued on Deposits 36.14 22.45TOTAL 40.64 51.83

NOTE 18 : CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities (Not provided for) in respect of:

Bank Guarantees outstanding 10.89 10.89

Bills Discounted with Bankers 453.21 -

Claims against the Company not acknowledged as debt in respect of:

Labour & Industrial matters, except for which the liability is unascertainable 2.73 2.88

Income-tax matters* 1460.03 1337.30

Demand raised by VAT/Sales-tax Department for various matters 1577.88 228.11

Demand raised by Excise Department for various matters 77.43 -

Demand for Service Tax 90.78 90.78

Electricity Duty and Other Cess, etc. 755.92 755.92

Note :

In the Opinion of the management, the Company has a strong chance of success in the above cases,therefore no provision is considered necessary. The Management believes that the ultimate outcome ofappellate proceedings will not have a material adverse effect on the Company’s financial position and resultof the year.

* Taxes amounting to `1132 (included above) (previous year `1132) are disputed before the appropriateauthorities. Out of this an amount of ` 685 lacs pertains to erstwhile Investment Division since demergedand forms part of Kiran Vyapar Limited. In the event the final outcome of the same is adverse, the tax demandwill be recoverable from Kiran Vyapar Limited in accordance with the Scheme of arrangement sanctionedby the Hon’ble High Court at Calcutta.

Commitments

a. Estimated amount of contracts remaining to be executed oncapital account and not provided for (net of advances) 559.16 566.04

b. The Company has, in addition to an average export performanceobligation for ` 7727.31, specific export obligation for ` 10162.81[Previous Year: ̀ 12505.77] to be fulfilled over a period of next 5 yearsupto 2020-21 under Export Promotion Capital Goods (EPCG)Scheme.

c. The Company has availed certain government subsidies/ grants. Asper the terms and conditions, the Company has to continue productionfor specified number of years and others conditions failing whichamount of subsidies availed alongwith interest, penalty etc. will haveto be refunded.

( ` in Lacs)


Maharaja Shree


STATEMENTS

NOTE 19 : REVENUE FROM OPERATIONS 2015-16 2014-15

Sale of Manufacured Goods

Yarn 25945.52 26635.59

Fabrics 19249.61 20221.45

Waste 580.93 552.14

Sale of Electricity

Wind Power 1016.69 747.75

Total (i) 46792.75 48156.93

Other Operating Income

Export Incentives 250.33 126.05

Total (ii) 250.33 126.05

Revenue from Operations (Gross) (i+ii) 47043.08 48282.98

Less: Excise Duty 148.37 2.44

TOTAL 46894.71 48280.54

NOTE 20 : OTHER INCOME

Profit on Sale of Fixed Assets 44.79 7.25

Profit on Sale of Investments (Non Current) - 5.32

Dividend from Investment (Non Current) - 0.27

Net Gain on Foreign currency transactions and translations 53.04 30.98

Interest Income 109.53 118.49

Sale of Scrap 171.99 56.44

Excess Provision and unspent liabilities written back 224.83 26.60

Interest Subsidy relating to earlier year (Refer Note No. 1(C)) 214.18 -

Miscellaneous Income 91.11 334.15

TOTAL 909.47 579.50

NOTE 21 : COST OF MATERIALS CONSUMED

Cotton and Manmade Fibre 23753.88 27158.54

Yarn 3329.95 220.00

Other Materials Consumed 2927.77 2258.66

TOTAL 30011.60 29637.20

( ` in Lacs)

69

Maharaja Shree

UMAID MILLS LIMITED



NOTE 22 : CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS 2015-16 2014-15

Opening Stock



Waste 158.41 154.83

Traded Goods - Fabric 87.90 113.90

2558.93 3817.41Closing Stock



Waste 133.62 158.41


3419.12 2558.93

Change in Inventories (860.19) 1258.48

Details of Inventories are given below:

(a) Work-in-Progress:

Yarn 411.94 585.16

Fabric 1223.83 269.73

Total 1635.77 854.89

(b) Finished Goods:

Yarn 951.85 444.64

Fabric 557.86 854.68

Waste 133.62 158.41

Total 1643.33 1457.73

NOTE 23 : EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus etc. 5331.16 4119.35

Contribution to Provident and Other Funds 534.20 487.51

Staff Welfare 122.35 105.01

TOTAL 5987.71 4711.87

NOTE 24 : FINANCE COSTS

Interest Expense (Net of Subsidy ` 660.20 (Previous year ` 256.44))* 2887.29 2835.76

Other financing costs 45.64 31.47

2932.93 2867.23

Less: Capitalised 238.98 277.43

TOTAL 2693.95 2589.80

* Also refer Note 1(C)

( ` in Lacs)


Maharaja Shree

UMAID MILLS LIMITED

NOTE 25 : OTHER EXPENSES 2015-16 2014-15

Stores and Spare Parts Consumed 1343.91 1915.77

Packing Material Consumption 1040.93 861.29

Power & Fuel 6040.50 5738.31

Job Processing and others 296.39 668.20

Repairs to : Plant & Machinery 206.09 212.63

: Buildings 125.17 124.84

: Others 242.87 144.15

Pollution Control Expenses 219.94 171.21

Rent 51.98 53.49

Rates & Taxes 34.83 50.64

Insurance 61.37 54.06

Charity & Donation 3.11 -

Provision for Doubtful Debts 11.86 34.93

Legal & Professional 129.90 84.18

Commission & Brokerage on sales 403.86 369.68

Other Selling Expenses 66.68 27.73

Travelling Expenses including Directors Travelling 117.85 78.98

Freight & Forwarding 427.19 260.90

Prior Period Adjustments ( Refer Note 25.2) 72.24 -

Auditors Remuneration ( Refer Note 25.1) 10.75 3.34

Directors Fees 8.83 9.91

Other Miscellaneous 401.85 384.70

TOTAL 11318.10 11248.94

Note 25.1 : Audit Remuneration (including Service Tax):

Statutory Audit 6.87 1.69

Tax Audit 2.29 0.28

Certifiaction & Other fees - 0.08

Reimburshment of Expneses 1.59 1.29

Note 25.2 : Prior Period Adjustment includes :

Hank Yarn Purchase Obligation 66.56 -

Legal & Professional 2.64 -

Other Miscellaneous Expenses (Wealth Tax) 0.84 -

Commission & Brokerage on sales (Commission) 1.10 -

Repair & Maintenance (Others) 1.10 -


( ` in Lacs)

71

Maharaja Shree

UMAID MILLS LIMITED



NOTE 26 : EXCEPTIONAL ITEMS 2015-16 2014-15

Excess Provision of earlier years written-back* - 110.94

TOTAL - 110.94

* Reversal of excess provision of Renewable Energy Purchase Obligation related to earlier years

NOTE 28 : Disclosure as per Accounting Standard - 15 (Employee benefits)

a. Define Contribution Plan -

Contribution to employees provident fund 352.87 297.52

As required under Guidance Note on Implementation of Accounting Standard-15 (Revised) issued bythe ICAI in respect of exempted Provident Fund, during the year, the Company has carried out actuarialvaluation first time to ascertain shortfall in interest, if any, payable to the members of Provident Fund andhas made appropriate provision in the books. The Company contributes 12% of salary for all eligibleemployees towards Provident Fund managed either by approved trusts or by the Central Governmentand debited to the Statement of Profit and Loss. In view of typical nature of such the Provident Fund schemeinvolving defined benefit underpin in respect of interest payable to members as declared by theEmployees, Provident Fund Organisation, the defined benefit obligation relating to interest shortfall isconsidered to be Other Long Term Employee Benefits. The amount debited to the Statement of Profit andLoss during the year was `16.28 (including for earlier year).

b. Define Benefit Plan -

The following table set out the status of the gratuity plan as requiredunder AS 15 (Revised 2005) based on acturial valuation :

Defined Benefit Plan

I. A reconciliation of opening and closing balances of thepresent value of the defined benefit obligation (DBO):

Opening DBO 532.32 440.85

Interest cost 41.63 39.68

Current service cost 77.00 62.02

Benefits paid (70.57) (52.51)

Actuarial (gains)/losses (38.59) 42.28

Closing DBO 541.79 532.32

NOTE 27 : EARNING PER SHARE

Earnings per Share (EPS) - The numerators and denominators usedto calculate Basic and Diluted Earnings Per Share:

Profit/(Loss) attributable to the Equity Shareholders (A) (3486.35) (3418.12)

Number of Equity Shares (B) 25920000 25920000

Nominal value of Equity Shares (`) 10.00 10.00

Basic and Diluted Earnings per Share (`)-A/B (13.45) (13.19)

( ` in Lacs)


Maharaja Shree


STATEMENTS

II. A reconciliation of opening and closing balances of the fairvalue of plan assets:Opening fair value of plan assets 413.34 380.81

Expected return 33.07 32.37

Actuarial gains/(losses) (15.06) (7.12)

Contributions by Employer 138.74 59.79


Closing fair value of plan assets 499.53 413.34

III. A reconciliation of the present value of the defined benefitobligation and the fair value of the plan

Present value of defined benefit obligation 541.79 532.32

Fair value of plan assets 499.53 413.34

Funded status (surplus/(deficit)) (42.26) (118.98)

Net Plan asset/(liability) recognized (42.26) (118.98)

IV. The total expense recognised in the Statement of Profit and Loss:Current service cost 77.00 62.02

Interest cost of benefit obligation 41.63 39.68

Expected return on plan assets (33.07) (32.37)

Net actuarial (gain)/loss (23.53) 49.40

Net benefit expense recognized 62.03 118.73

V. Principal actuarial assumptions used in determining defined benefit obligations:

Actuarial valuation method Projected Unit Credit MethodMortality table (IALM) (2006-08) (Ultimate)

Discount rate 7.89% 7.82%

Compensation escalation rate pa 4.00% 4.00%

Withdrawal rate 2% 2%

Expected average remaining service (years) 24.33 23.40

Expected rate of return on assets/Interest rate guarantee 8.00% 8.00%

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.

VI. Major category of plan assets as a % of total plan assets at year end :

State/Govt. of India securities 22.31 53.95

Corporation Bonds /Fixed Deposit with Banks 14.10 37.86

Bank balance 1.14 7.15

Insurer managed funds 58.93 1.04

Other investments 3.52 -

Total 100.00 100.00

2015-16 2014-15

( ` in Lacs)

73

Maharaja Shree

UMAID MILLS LIMITED



VII. The amounts for the current and previous four periods in respect of gratuity plan are as follows:

Particulars Gratuity

2015-16 2014-15 2013-14 2012-13 2011-12

Defined benefit obligation 541.79 532.32 440.85 432.83 421.09

Plan assets 499.53 413.34 380.81 381.74 379.53

(Surplus) / deficit 42.26 118.98 60.04 51.09 41.56

Experience adjustment on plan liabilities- (gain)/loss (38.59) 42.28 16.03 12.90 8.54

Experience adjustment on plan assets - gain/(loss) (15.06) (7.12) (1.97) 1.73 2.23

NOTE 29 : Related Party Disclosures as per Accouting Standard (AS)-18:

A & B. Name of related parties and description of relationship :

S. Key Management Wholly Owned Holding SignificantNo. Personnel (KMP) Subsidiaries Company Influence*

i. Mr. LN Bangur, MSUM Texfab Ltd. Placid Ltd. Shree Krishna Agency

CMD # (w.e.f. 02.01.2015) Co. Ltd.

ii. Mr. Swapan Nath, Kiran Vyapar LimitedED & CEO

iii. Mr. Yogesh Bangur Apurva Export Pvt. Ltd.Director (DMD) #

iv. Mrs. Alka Devi Bangur Navjyoti Commodity

Director# Management Services Ltd.

v. Satyawatche GreeneriesPrivate Limited

vi. Uttaray Greenpark (P) Ltd.

vii. Subhprada Greeneries (P) Ltd.

# Mr. LN Bangur, Mr. Yogesh Bangur and Mrs. Alka Devi Bangur are related to each other

*Enterprises over which any person described in III (a) above are able to exercise significant influence and with whom

the Company has transactions during the year.

( ` in Lacs)


Maharaja Shree


STATEMENTS

B. (i) Transactions with related parties for the year ending:

Particulars Holding Company Significant Key Management

Influence* Personnel

2015-16 2014-15 2015-16 2014-15 2015-16 2014-15

Inter Corporate Deposit received

- Placid Ltd. 3400.00 -

- Shree Krishna Agency Ltd. 800.00 500.00

- Apurva Exports Ltd. - 1000.00

- Kiran Vyapaar Ltd - 2200.00

Inter Corporate Deposit Repaid

- Placid Ltd. 300.00 -


- Apurva Exports Ltd. 1000.00 -


Interest Expenses



- Apurva Exports Ltd. 110.22 3.23

- Kiran Vyapaar Ltd 481.67 536.37

Reimbursement of Expenses/Recovery (Net)


- Subhprada Greeneries (P) Ltd 1.65 -

- Uttaray Greenpark (P) Ltd. 1.06 -

- Satyawatche Greeneries (P) Ltd. 0.61 -

- Kiran Vyapaar Ltd 3.70 -

Director Sitting Fees Paid

- Mrs. Alka Devi Bangur 2.80 2.44

Purchases of Raw Materials


Rent Expenses

- Kiran Vyapar Ltd 10.73 -

- Navjyoti Commodity Management Services Ltd. 4.83 11.58

Rent Income

- Navjyoti Commodity Management Services Ltd. 7.04 -

- Mr. Swapan Nath 26.25 22.09

Managerial Remunaration @

- Mr. LN Bangur 103.48 99.99

- Mr. Yogesh Bangur 25.39 47.99

- Mr. Swapan Nath 196.80 164.73

@Excludes Acturial Valuation of Retirement Benefits.*Enterprises over which any person described in III (a) above are able to exercise significant influence and with whom the Companyhas transactions during the year.

( ` in Lacs)

75

Maharaja Shree

UMAID MILLS LIMITED



B. (ii) Closing Balances :As at As at As at As at As at As at

Mar 31, 2016 Mar 31, 2015 Mar 31, 2016 Mar 31, 2015 Mar 31, 2016 Mar 31, 2015

Balance payable (Net)

- Placid Ltd. 3103.20 -


- Kiran Vyapaar Ltd. 5284.70 5283.81


- Mr. LN Bangur 6.07 4.60



- Mrs. Alka Devi Bangur 0.40 -

Balance receivable - Navjyoti Commodity Mng. Services Ltd. 1.73 1.73

NOTE 30 : Segment Reporting

Segment information has been prepared in conformity with the accounting policies adopted for preparing

and presenting the financial statements of the Company.

Segments have been identified and reported taking into account, the nature of products, the differing risks

and returns, the organisation structure, and the internal financial reporting systems. The company has two

main Business Segments viz Textiles & Wind Power Generation Units. Segments have been identified and

reported taking into account, the nature of products, the differing risks and returns, the organisation structure,

and the internal financial reporting systems.

As part of Secondary reporting, revenues are attributed to geographic areas based on the location of the

customers.

The following tables present the revenue, profit, assets and liabilities information relating to the Business/

Geographical segment for the year ended 31.03.2016.

( ` in Lacs)


Maharaja Shree


STATEMENTS

Information about Business Segment - Primary

Particulars Textile Wind Energy Total

Current Previous Current Previous Current PreviousYear Year Year Year Year Year

1. Segment Revenue

- External sales 45878.02 47532.79 1016.69 747.75 46894.71 48280.54

- Other Income 909.47 539.27 - 40.23 909.47 579.50

Total Revenue 46787.49 48072.06 1016.69 787.98 47804.18 48860.04

2. Segment Results (1398.30) (1161.75) 484.50 379.68 (913.80) (782.07)

Unallocated expenses (Net off unallocable income)

Profit / (Loss) before interest and tax (1398.30) (1161.75) 484.50 379.68 (913.80) (782.07)

Finance Costs (2693.95) (2589.80)

Profit before tax (3607.75) (3371.87)

Provision for taxation (Net) 121.40 (46.25)

3. Profit/(Loss) after tax (3486.35) (3418.12)

4. Other Information

i) Segment assets (net of segmental asset) 45857.87 46102.39 8474.77 8193.71 54332.64 54296.10

Unallocated corporate assets 3473.21 3548.74

Total assets 45857.87 46102.39 8474.77 8193.71 57805.85 57844.84

ii) Segment liabilities 5453.92 4542.18 51.71 - 5505.63 4542.18

Unallocated corporate liabilities 38634.04 36150.14

(Including Deferred tax Liabilities

` 2,503.05 (Previous year ` 2,754.74)

and Borrowings ` 36,108.07

(Previous year ` 33,376.42))

Total liabilities 5453.92 4542.18 51.71 - 44139.67 40692.32

Capital Expenditure 2486.53 8119.95 2486.53 8119.95

Depreciation 1477.30 2185.70 387.95 387.95 1865.25 2573.65

Secondary Segment - Geographical by location of customers

Particulars Domestic Export Total


Revenue from Operations 37335.68 43935.32 9559.03 4345.22 46894.71 48280.54

Carrying amount of Trade Receivables 4288.04 4269.36 2650.04 763.43 6938.08 5032.79

Other Information:The company has common assets for producing goods for domestic market and overseas market.

( ` in Lacs)

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Maharaja Shree

UMAID MILLS LIMITED



NOTE 31 : (i) Outstanding forward contracts in respect of foreign currencies for hedging purposes (Value in Foreign currency in Lakhs)

Particulars Mar 31, 2016 Mar 31, 2015

Currency USD EURO USD EURO

For Future Export Sales 5.63 0.41 2.40 0.71

(ii) Foreign Currency exposure not hedged by a derivative instrument or otherwise

Mar 31, 2016 Mar 31, 2015

Particulars Currency Foreign Equivalent Foreign EquivalentCurrency ` Currency `

Trade receivables USD 32.82 2176.68 5.11 319.56

EURO 5.27 395.63 3.85 260.16

Advances from Customers USD 0.27 17.87 - -

EURO 0.18 13.22 - -

Trade Payables and Agents USD 0.65 43.32 0.07 4.29

EURO 0.23 17.22 - -

Advances to Vendors USD 0.03 1.73 - 0.25

EURO 0.13 9.90 0.12 7.86

GBP 0.01 1.32 - -

CHF - - 0.51 32.81

Packing Credit Loan USD 34.78 2306.72 8.47 530.14

EURO 5.02 376.66 2.50 168.78

NOTE 32 : Operating leasesOffice premises are obtained on operating lease. There is no contingent rent in the lease agreements.The lease term is for 3 years, which can be extended for next 3 years at the mutual agreement of boththe parties with 15 % escalation clause in the lease agreements. There are no restrictions imposed bylease agreements apart from prior notice upto 3 months required by either party if any, before the enddate. The aggregate lease rentals accounted are charged as “Rent” in Note’ 25 of the financial statement.

NOTE 33 : Disclosure u/s 186(4) of the Companies Act, 2013

Details pursuant to disclosure requirements of section 186(4) of the Companies Act, 2013 relating to Loanand Investment by the Company:

Particulars Investment Balance of Rate of Purpose Maturitymade / Loan Investment/ Interest Period

Given / Loan Given/ (Per Annum)Security Security

Provided Provided asduring the on 31st

year March, 2016

MSUM Texfab Limited (Wholly owned subsidiary)

Investment in Share Capital - 5.00 - Wholly -Owned

Subsidiary

( ` in Lacs)


Maharaja Shree


STATEMENTS

+

NOTE 34 : Some of the Trade Receivable, Payable and Loans & Advances are Subject to Confirmation and

reconcilations.

NOTE 35 : In the opinion of the management ,the Current Assets, Loans and Advances are approximately

of the value stated,if realised in the ordinary course of business.

NOTE 36 : The Company has a total MAT credit entitlement of ̀ 2368.63 Lakhs as at March 31, 2016. Based

on the projections regarding income-tax liability of the Company, Management is of the view

that the Company will be able to utilise the unexpired MAT credit entitlement in projected years.

NOTE 37 : CIF Value of Imports 2015-16 2014-15

Raw materials - 1.12

Components and spare parts 293.27 635.12

Capital Goods - 2951.87

(Taken on the basis of actual receipt in the Mills Premises irrespectiveof date of payment)

NOTE 38 : Earning in Foreign Exchange 2015-16 2014-15

F.O.B. value of Export 8743.84 3343.73

NOTE 39 : Expenditure in foreign currency (On accrual basis) 2015-16 2014-15

Travelling 14.80 1.87

Export Commissions 32.61 19.56

Bank Charges 22.26 7.83

Interest 29.50 5.51

( ` in Lacs)

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Maharaja Shree

UMAID MILLS LIMITED



NOTE 40 : IMPORTED AND INDIGENOUS RAW MATERIALS,SPARE PARTS AND COMPONENTS CONSUMED

Particulars 2015-16 2014-15

Raw materials Value % Value %

Imported 1.30 0.00 0.65 0.00

Indigenous 30021.11 100.00 30329.18 100.00

30022.41 100.00 30329.83 100.00

Spare parts and components

Imported 259.53 19.45 495.72 25.88

Indigenous 1074.88 80.55 1420.05 74.12

1334.41 100.00 1915.77 100.00

NOTE 41 : Previous years’ figures have been taken from the accounts audited by previous auditors andfigures have been regrouped/ reclassified to conform to current year’s figure wherever required.





B. K. SipaniPartner



( ` in Lacs)


Maharaja Shree

UMAID MILLS LIMITED AUDITORS' REPORT

CONSOLIDATED FINANCIAL STATEMENTS INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF MAHARAJA SHREE UMAID MILLS LIMITED

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidatedfinancial statements of Maharaja Shree Umaid MillsLtd. (“the Holding Company”) and its subsidiary (theHolding Company and its subsidiary togetherreferred to as “the Group”), comprising of theConsolidated Balance Sheet as at 31st March, 2016,the Consolidated Statement of Profit and Loss, theConsolidated Cash Flow Statement for the year thenended, and a summary of the significant accountingpolicies and other explanatory information (hereinreferred to as “the Consolidated FinancialStatements”).

Management’s Responsibility for the ConsolidatedFinancial StatementsThe Holding Company’s Board of Directors isresponsible for the preparation of these consolidatedfinancial statements in terms of the requirements ofthe Companies Act, 2013 (hereinafter referred to as“the Act”) that give a true and fair view of theconsolidated financial position, consolidatedfinancial performance and consolidated cash flowsof the Group in accordance with the accountingprinciples generally accepted in India, including theAccounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. The respective Board ofDirectors of the companies included in the Group areresponsible for maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding the assets of the Group and forpreventing and detecting frauds and otherirregularities; the selection and application ofappropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; andthe design, implementation and maintenance ofadequate internal financial controls, that wereoperating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant tothe preparation and presentation of the financialstatements that give a true and fair view and are freefrom material misstatement, whether due to fraud orerror, which have been used for the purpose ofpreparation of the consolidated financial statementsby the Directors of the Holding Company, asaforesaid.


Our responsibility is to express an opinion on theseconsolidated financial statements based on our audit.While conducting the audit, we have taken intoaccount the provisions of the Act, the accounting andauditing standards and matters which are requiredto be included in the audit report under the provisionsof the Act and the Rules made thereunder.

We conducted our audit in accordance with theStandards on Auditing specified under Section143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan andperform the audit to obtain reasonable assuranceabout whether the consolidated financial statementsare free from material misstatement.

An audit involves performing procedures to obtainaudit evidence about the amounts and the disclosuresin the consolidated financial statements. Theprocedures selected depend on the auditor’sjudgment, including the assessment of the risks ofmaterial misstatement of the consolidated financialstatements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internalfinancial control relevant to the Holding Company’spreparation of the consolidated financial statementsthat give a true and fair view in order to design auditprocedures that are appropriate in the circumstances.An audit also includes evaluating the appropriatenessof the accounting policies used and thereasonableness of the accounting estimates madeby the Holding Company’s Board of Directors, aswell as evaluating the overall presentation of theconsolidated financial statements.

We believe that the audit evidence obtained issufficient and appropriate to provide a basis for ouraudit opinion on the consolidated financialstatements.

OpinionIn our opinion and to the best of our information andaccording to the explanations given to us, theaforesaid consolidated financial statements give theinformation required by the Act in the manner sorequired and give a true and fair view in conformitywith the accounting principles generally accepted in

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India, of the consolidated state of affairs of the Groupas at 31st March, 2016, and their consolidated lossand their consolidated cash flows for the year endedon that date.

Report on Other Legal and RegulatoryRequirements

1. As required by Section 143 (3) of the Act, wereport that,

(a) We have sought and obtained all theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit ofthe aforesaid consolidated financialstatements.

(b) In our opinion, proper books of account asrequired by law relating to preparation ofthe aforesaid consolidated financialstatements have been kept so far as itappears from our examination of thosebooks.

(c) The Consolidated Balance Sheet, theConsolidated Statement of Profit and Loss,and the Consolidated Cash Flow Statementdealt with by this Report are in agreementwith relevant books of account maintainedfor the purpose of preparation of theconsolidated financial statements.

(d) In our opinion, the aforesaid consolidatedfinancial statements comply with theAccounting Standards specified underSection 133 of the Companies Act 2013,read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) On the basis of the written representations

received from the directors of the HoldingCompany and Subsidiary Company as on31st March, 2016 taken on record by therespective Board of Directors, none of thedirectors of the Group is disqualified as on31st March, 2016 from being appointed asa director in terms of Section 164 (2) of theAct.

(f) With respect to the adequacy of the internalfinancial controls over financial reporting ofthe Group and the operating effectivenessof such controls, refer to our separate reportin “Annexure-A” and

(g) With respect to the other matters to beincluded in the Auditor’s Report inaccordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in ouropinion and to the best of our informationand according to the explanations given tous:

i The Consolidated FinancialStatements have been disclosed theimpact of pending litigations onconsolidated financial position ofGroup – Refer Note 17 to theconsolidated financial statements.

ii. The Group did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses;

iii. There has been no delay in transferringamounts required to be transferred tothe Investor Education and ProtectionFund by the Group.





B. K. SipaniPartner



Maharaja Shree

UMAID MILLS LIMITED

Annexure - A to the Auditors’ Report

Report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)In conjunction with our audit of the consolidatedfinancial statement of the Company as of and for theyear ended March 31, 2016, we have audited theinternal financial controls over financial reporting ofMaharaja Shree Umaid Mills Ltd. (hereinafter referredto as “the Holding Company”) and its subsidiarycompany, which are incorporated in India, as of thatdate.

Management’s Responsibility for Internal FinancialControlsThe respective Board of Directors of the HoldingCompany and its subsidiary company, incorporatedin India, are responsible for establishing andmaintaining internal financial controls based on theinternal control over financial reporting criteriaestablished by the Company considering theessential components of internal control stated in theGuidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute ofChartered Accountants of India (‘ICAI’). Theseresponsibilities include the design, implementationand maintenance of adequate internal financialcontrols that were operating effectively for ensuringthe orderly and efficient conduct of its business,including adherence to company’s policies, thesafeguarding of its assets, the prevention anddetection of frauds and errors, the accuracy andcompleteness of the accounting records, and thetimely preparation of reliable financial information,as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on theCompany’s internal financial controls over financialreporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Auditof Internal Financial Controls over FinancialReporting (the “Guidance Note”) and the Standardson Auditing, issued by ICAI and deemed to beprescribed under section 143(10) of the CompaniesAct, 2013, to the extent applicable to an audit ofinternal financial controls, both applicable to anaudit of Internal Financial Controls and, both issuedby the Institute of Chartered Accountants of India.

Those Standards and the Guidance Note requirethat we comply with ethical requirements and planand perform the audit to obtain reasonable assuranceabout whether adequate internal financial controlsover financial reporting was established andmaintained and if such controls operated effectivelyin all material respects.Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internalfinancial controls system over financial reportingand their operating effectiveness. Our audit of internalfinancial controls over financial reporting includedobtaining an understanding of internal financialcontrols over financial reporting, assessing the riskthat a material weakness exists, and testing andevaluating the design and operating effectiveness ofinternal control based on the assessed risk. Theprocedures selected depend on the auditor’sjudgment, including the assessment of the risks ofmaterial misstatement of the financial statements,whether due to fraud or error.We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls overFinancial ReportingA company’s internal financial control over financialreporting is a process designed to providereasonable assurance regarding the reliability offinancial reporting and the preparation of financialstatements for external purposes in accordance withgenerally accepted accounting principles. Acompany’s internal financial control over financialreporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of thecompany; (2) provide reasonable assurance thattransactions are recorded as necessary to permitpreparation of financial statements in accordancewith generally accepted accounting principles, andthat receipts and expenditures of the company arebeing made only in accordance with authorizationsof management and directors of the company; and(3) provide reasonable assurance regardingprevention or timely detection of unauthorizedacquisition, use, or disposition of the company’sassets that could have a material effect on the financialstatements.

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Inherent Limitations of Internal Financial Controlsover Financial ReportingBecause of the inherent limitations of internal financialcontrols over financial reporting, including thepossibility of collusion or improper managementoverride of controls, material misstatements due toerror or fraud may occur and not be detected. Also,projections of any evaluation of the internal financialcontrols over financial reporting to future periods aresubject to the risk that the internal financial controlover financial reporting may become inadequatebecause of changes in conditions, or that the degreeof compliance with the policies or procedures maydeteriorate.

OpinionIn our opinion, the Holding Company and itssubsidiary company have, in all material respects,an adequate internal financial controls system overfinancial reporting and such internal financialcontrols over financial reporting were operatingeffectively as at 31 March 2016, based on theinternal control over financial reporting criteriaestablished by the Company considering theessential components of internal control stated inthe Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by theICAI and the same can be further strengthened.





B. K. SipaniPartner



Maharaja Shree

UMAID MILLS LIMITEDCONSOLIDATED FINANCIAL

STATEMENTS

BALANCE SHEET AS AT MARCH 31, 2016

Note As atMarch 31, 2015

As atMarch 31, 2016

EQUITY AND LIABILITIESShareholders’ FundsShare Capital 2 2592.00 2592.00Reserves & Surplus 3 11071.75 14558.42

13663.75 17150.42 Non-current Liabilities

Long-term Borrowings 4 18141.69 18267.21Deferred Tax Liability (Net) 5 2503.05 2754.74Other Long Term Liabilities 9 195.23 152.90Long-term Provisions 6 97.12 81.55

20937.09 21256.40 Current Liabilities

Short-term Borrowings 7 13454.96 10565.13Trade Payables 8-Total outstanding dues to micro enterprises and small enterprises - --Total outstanding dues to other than micro enterprises and small enterprises 2622.65 1257.86Other Current Liabilities 9 5978.52 6530.13Short-term Provisions 6 1146.68 1083.24

23202.81 19436.36TOTAL 57803.65 57843.17

ASSETSNon-current Assets

Fixed Assets 10Tangible Assets 33414.46 30620.46Intangible Assets 84.61 116.39Capital Work-in-Progress 2285.92 4868.32

35784.99 35605.17Long-term Loans and Advances 11 3079.51 3103.36

38864.50 38708.53 Current Assets

Inventories 12 6155.86 9988.63Trade Receivable 13 6938.08 5032.79Cash & Bank Balance 14 407.63 347.26Short-term Loans and advances 15 5396.94 3714.13Other Current Assets 16 40.64 51.83

18939.15 19134.64TOTAL 57803.65 57843.17

Contingent Liabilities and Commitments 17Summary of significant accounting policies 1other notes on accounts 26 to 40

L.N. Bangur Chairman & ManagingDirector




B. K. SipaniPartner



( ` in Lacs)

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Maharaja Shree

UMAID MILLS LIMITED


CONSOLIDATED FINANCIALSTATEMENTS

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON MARCH 31, 2016

2015-16 2014-15Note

INCOME

Revenue from Operations 18 46894.71 48280.54

Other Income 19 909.61 579.50

I. Total Revenue 47804.32 48860.04

EXPENSES

Cost of materials consumed 20 30011.60 29637.20

Purchase of Traded Goods 395.51 322.91

Changes in inventories of finished goods, WIP & Traded Goods 21 (860.19) 1258.48

Employee Benefits 22 5987.71 4711.87

Finance Costs 23 2693.95 2589.80

Depreciation and amortization 10 1865.25 2573.65

Other Expenses 24 11318.56 11249.63

II. Total expenses 51412.39 52343.54

PROFIT / (LOSS) BEFORE EXCEPTIONAL ITMES (I-II) (3608.07) (3483.50)

III. Exceptional Items Income / (Expense) 25 - 110.94

PROFIT/ (LOSS) BEFORE TAX (3608.07) (3372.56)

Current Tax - -

Income Tax adjustment for Earlier Years (Net) 130.29 -

Deferred Tax 5 (251.69) 46.25

NET PROFIT / (LOSS) FOR THE YEAR (3486.67) (3418.81)

EARNINGS PER EQUITY SHARE OF RS. 10 EACH

Basic and Diluted 26 (13.45) (13.19)

Summary of significant accounting policies 1

other notes on accounts 26 to 40





B. K. SipaniPartner



( ` in Lacs)


Maharaja Shree


STATEMENTS

CASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31, 2016

2015-16 2014-15

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax and extraordinary items (3608.07) (3372.56)Adjustments for :Depreciation 1865.25 2573.65Income from Interest (109.53) (7.82)Interest paid (net) 2693.95 2445.16Profit on sale of fixed assets (44.79) (7.25)Profit on sale of Investments - (5.32)Interest Subsidy relating to earlier years (214.18) -

4190.70 4998.42Operating Profit before Working Capital Changes 582.63 1625.86Adjustments for :Trade and other receivables (2755.17) 1786.71Inventories 3832.77 3460.61Trade and other payables 1291.21 2368.81 1093.61 6340.93Cash Generated from Operations 2951.44 7966.79Direct taxes paid (55.03) (332.94)Net Cash Flow from (used in) Operating Activities 2896.41 7633.85

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (3130.22) (8119.97)Sale of fixed assets 511.13 62.94Sale of Investments - 10.32Movement in Term Deposit 5.64 (75.21)Income from Investments 95.84 5.17Net cash used in investing activities (2517.61) (8116.75)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long-term borrowing 4055.88 4629.99Proceeds from Short-term borrowing 3991.45 27947.50Repayment of Long-term borrowing (4214.06) (3458.90)Repayment of Short-term borrowing (1101.62) (26197.66)Finance Costs (net of TUFS subsidy and interest capitalised) (3044.16) (2443.04)Dividend and tax thereon paid - (311.14)Net cash flow from (used in) financing activities (312.51) 166.75Net increase in Cash and Cash Equivalents 66.29 (316.15)Cash and cash equivalents(Opening Balance) 263.66 579.81Cash and cash equivalents (Closing Balance) (Refer Note 14) 329.95 263.66Note : Figures in bracket represent cash outflows





B. K. SipaniPartner



( ` in Lacs)

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UMAID MILLS LIMITED



Note 1. SIGNIFICANT ACCOUNTING POLICIES

A. Nature of OperationsThe Consolidated Financial Statements (CFS) relates to Maharaja Shree Umaid Mills Ltd. and itsSubsidiaries (the Holding Company and its subsidiaries together referred to as “the Company”)comprising of the Consolidated Balance Sheet as at 31st March, 2016, the Consolidated Statement ofProfit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of thesignificant accounting policies and other explanatory information/notes (herein referred to as “theConsolidated Financial Statements”).

The Company is a manufacturer of cotton yarn, cotton polyester blended yarn, polyester/viscose yarn,cotton/man made fabrics and also engaged in the generation and sale of wind power with its facilitieslocated in the State of Rajasthan.

B. Basis of Preparation of Financial Statementsa. The Consolidated Financial Statements for the year 1st April 2015 to 31st March 2016 along with

corresponding previous year has been prepared in pursuance to requirements of clause 3 of section129 of the Companies Act 2013. Further these Consolidated Financial Statements has beenprepared to comply in all material respects with the accounting standards referred to in section 133of the Companies Act 2013, and the relevant provisions of The Companies Act, 2013. Theconsolidated financial statements have been prepared on an accrual basis and under the historicalcost convention.

b. Basis of ConsolidationThe Consolidated Financial Statements are in conformity with the AS-21 referred to in Section 133and the relevant provisions of the Companies Act, 2013 and prepared on the following basis:i. Subsidiary have been consolidated on a line-by-line basis by adding together the book values

of the like items of assets, liabilities, income and expenses, after eliminating all significant intra-company balances and intra-company transactions and also unrealized profits or losses (if any),except where cost cannot be recovered.

ii. As far as possible, the CFS have been prepared using uniform accounting policies liketransactions and other events in similar circumstances and are presented, to the extent possible,in the same manner as the Company’s standalone financial statements. Differences inaccounting policies have been disclosed separately.

C. Change in Accounting Policyfrom the current year, the Company has changed its method of recognizing interest and capital subsidyentitlement under Technology Upgradation Fund Scheme (TUFS) from receipt basis to accrual basis toalign with the accrual basis of accounting of the Company. Accordingly, the Company has accountedfor interest subsidy of ` 551.67 Lacs and capital subsidy of ` 389.74 Lakhs during the current year, outof which `169.96 Lacs (including capital subsidy of ` 126.11 Lacs) pertains to previous financial years.Accordingly, had the Company continued to use the earlier method of accounting, fixed assets wouldhave been lower by ` 708.60 lakhs, loans and advances would have been lower by ` 941.42 Lakhs andthe loss before tax for the current year would have been higher by ` 394.14 Lacs.

D. Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principlesrequires the management to make estimates and assumptions to be made that affect the reported amountof assets and liabilities and disclosure of contingent liabilities on the date of the financial statements andthe reported amount of revenues and expenses during the reporting period. Although these estimatesare based upon management’s best knowledge of current events and actions, actual results could differfrom these estimates.


Maharaja Shree

UMAID MILLS LIMITED

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accountingestimates is recognized prospectively in the current and future periods.

E. Classification of Assets and Liabilities as Current and Non-CurrentAll assets and liabilities are classified as current or non-current as per the Company’s normal operatingcycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of productsand the time between the acquisition of assets for processing and their realization in cash and cashequivalents, 12 months has been considered by the Company for the purpose of current/ non-currentclassification of assets and liabilities.

F. Revenue recognitionRevenue is recognized to the extent that it is probable that the economic benefits will flow to the companyand the revenue can be reliably measured.

(i) Revenue from sale of goods is recognized when the significant risks and rewards of ownership ofthe goods have passed to the buyer. Sales exclude excise duty and sales tax, where applicable andare net of sale returns, rebates and discounts.

(ii) Interest income other than interest on overdue receivables from customers, is recognized on timeproportion basis.

(iii) Export incentives are recognized as revenue on accrual basis to the extent it is probable thatrealization is certain.

(iv) Dividend income is recognized when the right to receive payment is established.

(v) Profits and losses on disposal of investments is recorded on transfer of title from the company andis determined as the difference between the disposal proceeds, net of expenses, and carryingamount of the investment.

G. Tangible Fixed AssetsFixed assets, except certain land, are stated at cost less accumulated depreciation and impairmentlosses, if any. Certain land is stated at revalued amount. Cost comprises the purchase price and anyattributable cost of bringing the asset to its working condition for its intended use.

Fixed assets are stated at cost, less accumulated depreciation and impairment loss (if any). Costcomprises the purchase price and any attributable cost of bringing the asset to its working condition forits intended use. Cost of Fixed assets were netted off with subsidy relating to capital nature. Subsequentexpenditure on fixed asset after its purchase or completion would be recognised as an asset, if it isprobable that the expenditure will enable the asset to generate future economic benefits in excess of itsoriginally assessed standard of performance and the expenditure can be measure and attributed to theasset reliably.

The carrying amounts are reviewed at each balance sheet date if there is any indication of impairmentbased on internal/external factors. An impairment loss is recognized wherever the carrying amount ofan asset exceeds its recoverable amount. The recoverable amount is greater of the assets net sellingprice and value in use. In assessing, value in use, the estimated future cash flows are discounted to theirpresent value at the weighted average cost of capital.

H. Intangible AssetsIntangible assets are stated at cost less accumulated amount of amortization. Cost comprises thepurchase price and any attributable expenditure on making the asset ready for its intended use. IntangibleAssets are amortized on a straight line basis over a period of 5 years from the date when the asset isavailable for use.


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I. Depreciation and amortization

(i) Depreciation on all fixed assets, other than plant & machinery, is provided for on Written down ValueMethod (WDV) with reference to the economic useful life of the assets as prescribed by ScheduleII of the Companies Act, 2013.

(ii) Depreciation on plant & machinery is provided for on Straight Line Method (SLM) with reference tothe economic useful life of the assets as prescribed by Schedule II of the Companies Act, 2013 orre-assessed by the Company as per technical assessment given herein below:

Sl. Nature of Fixed Asset Useful life as per technical assessment1. Plant & Machinery used in textile division 30 years on single shift basis

Depreciation is calculated on a pro-rata basis from the date of installation till the date the assets are soldor disposed off.

As assessed by the management, there are no material/significant parts of assets or useful economiclife of such parts are not significantly different from the useful life of the remaining asset, for whichdepreciation may be required to be determined separately.

(ii) Cost of leasehold land is amortized over the period of lease.

(iii) Intangible assets are amortized on a straight line basis over the estimated useful economic life.

J. Borrowing CostsBorrowing costs that are attributable to the acquisition, construction or production of qualifying assetsare capitalized as part of the cost of such assets upto the date of commencement of commercialproduction/put to use of plant. A qualifying asset is one that necessarily takes a substantial period of timeto get ready for its intended use. All other borrowing costs are recognized as expenses in the period inwhich they are incurred.

K. Expenditure on new projects, substantial expansion and during construction periodExpenditure directly relating to construction activity is capitalized. Indirect expenditure incurred duringconstruction period is capitalized as part of the indirect construction cost to the extent to which theexpenditure is indirectly related to construction or is incidental thereto. Other indirect expenditureincurred during the construction period, which is not related to the construction activity nor is incidentalthereto is charged to the Statement of Profit and Loss. Income earned during construction period isdeducted from the indirect expenditure. Expenditure during construction/installation period is includedunder capital work-in-progress and the same is allocated to respective fixed assets on the completionof its construction.

L. InvestmentsInvestments are classified as Current and Non-current investments. Investments which are readilyrealizable and intended to be held for not more than one year from the date on which such investmentsare made, are classified as current investments. Current Investments are carried at lower of cost or fairvalue. Non-current investments are stated at cost, provision for diminution in the value is made torecognize a decline other than temporary in the value of such investments.

M. InventoriesInventories are valued as follows:

(i) Raw Materials, Stores & Spares:Lower of cost and net realizable value. Cost is determined on a weighted average basis and includesnon-reimbursable duties and taxes. Materials and other items held for use in the production ofinventories are not written down below costs, if finished goods in which they will be incorporatedare expected to be sold at or above cost.



Maharaja Shree

UMAID MILLS LIMITED

(ii) Work-in-Progress, Finished and Traded Goods:Lower of cost and net realizable value. Cost includes direct materials, labour and a proportion ofmanufacturing overheads. Cost of finished goods includes excise duty, wherever applicable.

(iii) WasteAt net realizable value.Net realizable value is the estimated selling price in the ordinary course of business, less estimatedcosts of completion and to make the sale.

N. Provisions, Contingent Liabilities and Contingent AssetsA provision is made when there is a present obligation as a result of past event that probably requiresan outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosurefor a contingent liability is made when there is a possible obligation or a present obligation that may, butprobably will not, require an outflow of resources. When there is a possible or a present obligation inrespect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. TheCompany does not recognize assets which are of contingent nature until there is virtual certainty ofreliability of such assets. However, if it has become virtually certain that an inflow of economic benefitswill arise, asset and related income is recognized in the financial statements of the period in which thechange occurs.

O. Government Grants & SubsidiesGrants and subsidies from the government are recognized when there is reasonable assurance that thegrant/ subsidy will be received and all attaching conditions will be complied with.

When the grant or subsidy relates to an expense item, it is recognized as income or deducted from therelevant expense in the year of sanction of grant or subsidy.

Where the grant or subsidy relates to a depreciable asset, it is recognized as income in the Statementof Profit and Loss over the useful life of the related asset in the proportions in which depreciation is chargedon that asset. The deferred income is disclosed under Reserves and Surplus in the balance sheetpending its apportionment to Statement of Profit and Loss.

P. Retirement & Employee Benefits

(i) Retirement benefits in the form of Provident Fund maintained with the regional provident fundauthorities are a defined contribution scheme and the contributions are charged to the Statementof Profit and Loss of the year when the contributions to the fund is due.

(ii) Contribution of certain employees to Company’s own administered provident fund, which is adefined benefit plan is accounted for as and when paid and year end liability is accrued based onactuarial valuation.

(iii) Gratuity and Leave Encashment which are defined benefits are accrued based on actuarial valuationat the balance sheet date carried out by an independent actuary using the projected unit creditmethod.

(iv) Gratuity liability is being contributed to the gratuity fund formed by the Company.

Q. Foreign Currency Transactions(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on

the date of transaction.(ii) Monetary items denominated in foreign currencies at the year-end are re-stated at the year-end

rates. In case of items which are covered by forward exchange contracts, the difference between theyear-end rate and rate on the date of the contract is recognized as exchange difference and thepremium paid on forward contracts is recognized over the life of the contract.


91

Maharaja Shree

UMAID MILLS LIMITED


(iii) DerivativesOutstanding derivatives contracts, other than those covered under AS-11, at the year-end aremarked to market rate, and loss, if any, is accounted for in the Statement of Profit and Loss. As prudentaccounting policy, marked to market gain at the end of year is not accounted for.

R. Cash and cash equivalentsCash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in handand short term investments with an original maturity of three months or less.

S. Operating LeasesWhere the Company is the lessee, finance leases which effectively transfer to the company substantiallyall the risks and benefits incidental to ownership of the leased item are capitalized at the lower of the fairvalue and present value of the minimum lease payments at the inception of the lease term and disclosedas leased assets. Lease payments are apportioned between the finance charges and reduction of thelease liability based on the implicit rate of return. Finance charges are charged directly against revenue.Lease management fees, legal charges and other initial direct costs are capitalized.

T. Taxes on IncomeTax expense comprises of current and deferred income tax. Current income tax is measured at the amountexpected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India.Deferred tax resulting from “timing difference” between taxable and accounting income is accounted forusing the tax rates and laws that are enacted or substantially enacted as on the balance sheet date.Deferred tax asset is recognized and carried forward only to the extent that there is virtual certainty thatthe asset will be realized in future.

Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent there isconvincing evidence that the company will pay normal tax during the specified period. In the year in whichMAT credit becomes eligible to be recognized as an asset in accordance with the recommendationscontained in the Guidance Note issued by the Institute of Chartered Accountants of India, the said assetis created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit entitlementas a separate line item. The Company reviews the same at each balance sheet date and writes downthe carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence to theeffect that the company will pay normal tax during the specified period.

U. Earnings per shareBasic earnings per share is calculated by dividing the net profit or loss for the period attributable to equityshareholders (after deducting attributable taxes) by the weighted average number of equity sharesoutstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributableto equity shareholders and the weighted average number of shares outstanding during the period areadjusted for the effects of all dilutive potential equity shares. The effects of anti-dilutive potential equityshares are ignored in calculating diluted earnings per share.

V. Segment ReportingThe accounting policies adopted for segment reporting are in conformity with the accounting policiesadopted for preparing and presenting the financial statements of the Company as a whole. PrimarySegments are identified based on the nature of products, the different risks and returns and the internalbusiness reporting system. Revenue, Expense, Assets and Liabilities which relate to the Company asa whole and could not be allocated to segments on a reasonable basis, has been classified asunallocated. Secondary segment is identified based on geography by location of customers i.e. in Indiaand outside India. Inter-segment revenue have been accounted for based on the transaction price agreedto between the segments, which is primarily market based.



Maharaja Shree


STATEMENTS

NOTES TO ACCOUNTS

NOTE 2 : SHARE CAPITALAs at

March 31, 2015As at

March 31, 2016

Authorised

30000000 3000.00 3000.00

(Previous year 30000000) Equity Shares of ` 10/- each 3000.00 3000.00

Issued,Subscribed and Paid Up

160000 16.00 16.00

(Previous year 160000) Equity Shares of ` 10/- each

25760000

(Previous year 25760000) Equity Shares of ` 10/- each 2576.00 2576.00

issued as Bonus Shares out of Reserves

TOTAL 2592.00 2592.00

Notes:Equity shareholders’ holding more than 5% of equity shares along with the number of equity sharesheld is given hereunder :

Name of the shareholder As at As atMarch 31, 2016 March 31, 2016

% No. of shares % No. of shares

Placid Ltd. (Holding Company) 68.71 17809929 65.56 17511550

M.B. Commercial Co. Ltd. 10.88 2820000 10.88 2820000

Amalgamated Development Ltd. 6.37 1652000 6.37 1652000

The reconciliation of the number of shares outstanding is set out below :

Particulars As at As atMarch 31, 2016 March 31, 2015

No. of shares No. of shares

Equity Shares at the beginning and end of the year 25920,000 25920000

Terms/rights attached to Equity shares :Each Shareholder is entitled to one vote per share. The dividend except interim dividend proposed by theBoard of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Inthe event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assetsof the Company after distribution of all preferential amounts, in proportion to their shareholding.

Allotment of fully paid-up equity shares by way of bonus shares.In financial year 2011-12, the company has issued 25760000 bonus shares.

( ` in Lacs)

93

Maharaja Shree

UMAID MILLS LIMITED



Revaluation Reserve


Capital Reserve


General Reserve


Surplus - Balance in Statement of Profit & Loss


Add: Profit (Loss) for the year (3486.67) (3418.81)

Less: Adjustment of carrying amount of fixed assets (afterretaining the residual value), whose remaining useful lifehave been reassessed to be nil as at 1st April’ 2014

(including deferred tax ` 7.70) - 17.23

Closing Balance 3914.93 7401.60

TOTAL 11071.75 14558.42

As atMarch 31, 2015

As atMarch 31, 2016NOTE 3 : RESERVES & SURPLUS

NOTE 4 : LONG TERM BORROWINGS Non-Current Current MaturitiesAs at As at As at As at


(i) Secured :Term Loans- from Banks 11081.89 13207.41 4511.43 4544.08

(ii) Unsecured :Inter Corporate Deposits from related parties 7059.80 5059.80 - -Total 18141.69 18267.21 4511.43 4544.08

Less: Disclosed under the head - - (4511.43) (4544.08) “Other Current Liabilities”

TOTAL 18141.69 18267.21 - -

Securities :Term loans are secured by first charge on Company’s immovable assets i.e. factory land and buildingsituated at Jodhpur Road, Pali-306401 in Rajasthan and entire movable fixed assets of Textile & PowerGenerating unit of the Company situated at Jodhpur Road, Pali including Wind Mills situated in DistrictJodhpur and Jaisalmer in Rajasthan; and second charge on current assets of the Textile & PowerGenerating unit of the Company situated at Jodhpur Road, Pali both present and future, ranking pari passuwith all participating term and working capital lenders.

( ` in Lacs)


Maharaja Shree


STATEMENTS

Repayment Schedule : Long Term BorrowingsAs at Mar 31, 2016 As at Mar 31, 2015

Rate of Interest Repayment Repayment(`) Instalment (`) Instalment

Secured LoanInterest rate on Term Loans ranges from 10.95% to 9219.72 5-13 Qurly. 10573.82 9-17 Qurly.11.10% p.a. (Previous Year 11.60 % to 12 % p.a.) Installments InstallmentsInterest rate on Term Loans at 11.25% p.a. 1862.17 29 Monthly 2633.59 41 Monthly(Previous year 11.75 % p.a.) Installments InstallmentsUnsecured LoanInterest rate on ICDs ranges from 9.5 % to 11% p.a. 7059.80 1 5059.80 Single(Previous Year 9.5 % to 11% p.a. ) Installments Installments

after 2016-17 after 2016-17TOTAL 18141.69 18267.21

NOTE 5 : DEFERRED TAX LAIBLITY (NET)As at As at

Mar 31,2016 Mar 31,2015Deferred Tax Liability on account of :

Depreciation 3503.44 2754.74Deferred Tax Assets on account of :

Accrued expenses deductible on payment basis 123.37 -Unabsorbed Depreciations $ 877.02 -

1000.39 -TOTAL 2503.05 2754.74

$ In respect of deferred tax assets on unabsorbed depreciation, the same has been recognised based onthe current tax laws entailing the benefit over the Company against any taxable source of Income. DeferredTax Assets have been recognised only to the extent of deferred tax liabilities in respect of depreciation.

NOTE 6 : PROVISIONS Long-Term Short-TermAs at As at As at As at


Others - Contingencies # - - 1115.78 1002.51Employee Benefits 97.12 81.55 30.90 80.73

TOTAL 97.12 81.55 1146.68 1083.24

Particulars Disputed Other TotalStatutory Matters Obligation

Opening Balance 343.54 658.97 1002.51

(447.28) (771.04) (1218.32)

Addition 88.58 157.10 245.68

(56.18) (164.95) (221.13)

Utilisation/ Reversal/ Paid 87.32 45.08 132.40

(159.92) (277.02) (436.94)

Closing Balance 344.80 770.99 1115.79

(343.54) (658.97) (1002.51)

# Disclosure of provisions and contingencies as per Accounting Standard-29

Note : Previous year figures are shown in brackets

( ` in Lacs)

95

Maharaja Shree

UMAID MILLS LIMITED



NOTE 7 : SHORT TERM BORROWINGS As at As atMar 31,2016 Mar 31,2015

SecuredFrom BanksRepayable on demand 7019.57 4856.26UnsecuredFrom Banks (Repayable on demand) 4335.39 4208.87Inter Corporate Deposits from Related Parties 2100.00 1500.00

TOTAL 13454.96 10565.13Security :Working Capital Facilities from banks are secured by first charge by way of hypothecation of the currentassets of the Textile & Power Generation Unit of the Company situated at Jodhpur Road, Pali; and secondcharge on Company’s immovable assets i.e. factory land and building situated at Jodhpur Road, Pali-306401 in Rajasthan and entire movable fixed assets of Textile & Power Generating unit of the Companysituated at Jodhpur Road, Pali including Wind Mills situated in District Jodhpur and Jaisalmer in Rajasthan,both present and future, ranking pari passu with all participating working capital and term lenders.

NOTE 8 : TRADE PAYABLES

Total Outstanding dues of creditors otherthan micro enterprises and small enterprises-For Goods and Services 2622.65 1257.86

TOTAL 2622.65 1257.86The Company has not received any intimation from its suppliers being registered under the Micro, Smalland Medium Enterprises Development Act, 2006 (MSMED). Hence the necessary compliance requiredunder MSMED Act, 2006 can not be made.

NOTE 9 : OTHER LIABILITIES Long-Term Short-TermAs at As at As at As at

Mar 31,2016 Mar 31,2015 Mar 31,2016 Mar 31,2015

Current maturities of long-term debt (refer Note # 3) 4511.43 4544.08

Unpaid Dividends 8.11 8.39

Creditors for Capital Expenditure 67.22 378.25

Interst accrued but not due on borrowings 244.14 229.63

Interst accrued and due on borrowings 105.95 133.17

Credit balances and advances from customers 68.77 239.35

Statutory Dues 80.44 118.62

Employees Liability 690.35 603.87

Security Deposits 195.23 152.90 1.49 1.34

Other liabilities * 200.62 273.43

TOTAL 195.23 152.90 5978.52 6530.13

* includes contribution towards gratuity funds, provident fund liability based on acturial valuations,incentive on sales etc.

( ` in Lacs)


Maharaja Shree


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97

Maharaja Shree

UMAID MILLS LIMITED



NOTE 11 : LONG TERM LOANS & ADVANCES As at As atMar 31,2016 Mar 31,2015


Capital advances 124.82 181.90

Term Deposits with banks more than 12 months 4.82 4.82

Other loans & advances

MAT Credit Entitlement 2368.63 2418.81

Security Deposits $ 581.24 497.83

TOTAL 3079.51 3103.36

$ includes ` 125.61 and ` 111.42 being investment in 1256039 equity shares of ` 10 each and 11142220.01% Cumulative Redemable Preference Shares respectively of M/s VS Lignite Power Pvt. Ltd. beingsecurity towards supply of power.

NOTE 12 : INVENTORIES

(At lower of Cost or Net Realisable Value except Stores & Spares, which are valued at cost )

Raw Materials 1963.77 6412.46



Stock- in- Trade 6.40 87.90

Waste 133.62 158.41

Stores and Spare Parts 772.97 1017.24

TOTAL 6155.86 9988.63

(Unsecured, Considered Good unless otherwise stated)

Outstanding for more than six months (from due date)

Considered Good 828.13 770.69

Considered Doubtful 46.79 34.93

Less: Provision for Doubtful Debts (46.79) (34.93)

828.13 770.69

Other debts 6109.95 4262.10

TOTAL 6938.08 5032.79

Note: Trade Receivables include ̀ 226.83 Lacs (previous year ̀ NIL) receivable from M/s DISCOM, Jodhpuron account of supply of Power which is under dispute. However management is confident of recovery ofthis amount.

NOTE 13 : TRADE RECEIVABLES As at As atMar 31, 2016 Mar 31, 2015

( ` in Lacs)


Maharaja Shree

UMAID MILLS LIMITED

NOTE 14 : CASH & BANK BALANCE As at As atMar 31,2016 Mar 31,2015

Cash in hand 7.31 7.70Balance with scheduled banks

in current accounts 172.64 255.96in deposit accounts maturing within 3 months 150.00 -

329.95 263.66Other Bank Balance

in deposit accounts maturing after 3 months but before 12 month 69.57 75.21in deposit accounts maturing beyond 12 month 4.82 4.82

74.39 80.03Less: Disclosed under the head “Long-term Loans & Advances” (4.82) (4.82)

69.57 75.21Earmarked balances with banks:

in unpaid dividend account 8.11 8.39TOTAL 407.63 347.26

NOTE 15 : SHORT TERM LOANS & ADVANCES


Balances with Customs, Central Excise Authorities, etc. 260.00 56.31

Prepaid Expenses 134.01 75.78

Deposit with government, public bodies and others 2301.79 1896.27

Advance Income Tax (Net) 1091.48 1116.54

Export Benefits / Claims Receivable 343.91 335.66

Government Subsidies Receivable (Refer Note No. 1(C)) 941.42 -

Others ** 324.33 233.57

TOTAL 5396.94 3714.13

** includes Loans and advances to vendors, staff and others

NOTE 16 : OTHER CURRENT ASSETS

(Unsecured and Considered good)Fixed assets held for sale 4.50 29.38Interest accrued on Deposits 36.14 22.45TOTAL 40.64 51.83

( ` in Lacs)


99

Maharaja Shree

UMAID MILLS LIMITED


(` in Lacs)

NOTE 17 : CONTINGENT LIABILITIES AND COMMITMENTS As at As atMar 31, 2016 Mar 31, 2015

Contingent Liabilities (Not provided for) in respect of:

Bank Guarantees outstanding 10.89 10.89

Bills Discounted with Bankers 453.21 -

Claims against the Company not acknowledged as debt in respect of:

Labour & Industrial matters, except for which the liability is unascertainable 2.73 2.88

Income-tax matters* 1460.03 1337.30

Demand raised by VAT/Sales-tax Department for various matters 1577.88 228.11

Demand raised by Excise Department for various matters 77.43 -

Demand for Service Tax 90.78 90.78

Electricity Duty and Other Cess, etc. 755.92 755.92

Note :

In the Opinion of the management, the Company has a strong chance of success in the above cases,therefore no provision is considered necessary. The Management believes that the ultimate outcome ofappellate proceedings will not have a material adverse effect on the Company’s financial position and resultof the year.

* Taxes amounting to ` 1132 (included above) (previous year ` 1132) are disputed before the appropriateauthorities. Out of this an amount of Rs.685 lacs pertains to erstwhile Investment Division since demergedand forms part of Kiran Vyapar Limited. In the event the final outcome of the same is adverse, the tax demandwill be recoverable from Kiran Vyapar Limited in accordance with the Scheme of arrangement sanctionedby the Hon’ble High Court at Calcutta.

Commitments

a. Estimated amount of contracts remaining to be executed oncapital account and not provided for (net of advances) 559.16 566.04

b. The Company has, in addition to an average export performanceobligation for ` 7727.31, specific export obligation for ` 10162.81[Previous Year: ̀ 12505.77] to be fulfilled over a period of next 5 yearsupto 2020-21 under Export Promotion Capital Goods (EPCG)Scheme.

c. The Company has availed certain government subsidies/ grants. Asper the terms and conditions, the Company has to continue productionfor specified number of years and others conditions failing whichamount of subsidies availed alongwith interest, penalty etc. will haveto be refunded.



Maharaja Shree


STATEMENTS

NOTE 18 : REVENUE FROM OPERATIONS 2015-16 2014-15

Sale of Manufacured Goods

Yarn 25945.52 26635.59

Fabrics 19249.61 20221.45

Waste 580.93 552.14

Sale of Electricity

Wind Power 1016.69 747.75

Total (i) 46792.75 48156.93

Other Operating Income

Export Incentives 250.33 126.05

Total (ii) 250.33 126.05

Revenue from Operations (Gross) (i+ii) 47043.08 48282.98

Less: Excise Duty 148.37 2.44

TOTAL 46894.71 48280.54

NOTE 19 : OTHER INCOME

Profit on Sale of Fixed Assets 44.79 7.25

Profit on Sale of Investments (Non Current) - 5.32

Dividend from Investment (Non Current) - 0.27

Net Gain on Foreign currency transactions and translations 53.04 30.98

Interest Income 109.53 118.49

Sale of Scrap 171.99 56.44

Excess Provision and unspent liabilities written back 224.97 26.60

Interest Subsidy relating to earlier year (Refer Note No. 1(C)) 214.18 -

Miscellaneous Income 91.11 334.15

TOTAL 909.61 579.50

NOTE 20 : COST OF MATERIALS CONSUMED

Cotton and Manmade Fibre 23753.88 27158.54

Yarn 3329.95 220.00

Other Materials Consumed 2927.77 2258.66

TOTAL 30011.60 29637.20

( ` in Lacs)

101

Maharaja Shree

UMAID MILLS LIMITED



NOTE 21 : CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS 2015-16 2014-15

Opening Stock



Waste 158.41 154.83


2558.93 3817.41Closing Stock



Waste 133.62 158.41


3419.12 2558.93

Change in Inventories (860.19) 1258.48

Details of Inventories are given below:

(a) Work-in-Progress:

Yarn 411.94 585.16

Fabric 1223.83 269.73

Total 1635.77 854.89

(b) Finished Goods:

Yarn 951.85 444.64

Fabric 557.86 854.68

Waste 133.62 158.41

Total 1643.33 1457.73

NOTE 22 : EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus etc. 5331.16 4119.35

Contribution to Provident and Other Funds 534.20 487.51

Staff Welfare 122.35 105.01

TOTAL 5987.71 4711.87

NOTE 23 : FINANCE COSTS

Interest Expense (Net of Subsidy ` 660.20 (Previous year ` 256.44))* 2887.29 2835.76

Other financing costs 45.64 31.47

2932.93 2867.23

Less: Capitalised 238.98 277.43

TOTAL 2693.95 2589.80

* Also refer Note 1(C)

( ` in Lacs)


Maharaja Shree


STATEMENTS

NOTE 24 : OTHER EXPENSES 2015-16 2014-15

Stores and Spare Parts Consumed 1343.91 1915.77

Packing Material Consumption 1040.93 861.29

Power & Fuel 6040.50 5738.31

Job Processing and others 296.39 668.20

Repairs to : Plant & Machinery 206.09 212.63

: Buildings 125.17 124.84

: Others 242.87 144.15

Pollution Control Expenses 219.94 171.21

Rent 51.98 53.49

Rates & Taxes 34.86 50.67

Insurance 61.37 54.06

Charity & Donation 3.11 -

Provision for Doubtful Debts 11.86 34.93

Legal & Professional 130.17 84.36

Commission & Brokerage on sales 403.86 369.68

Other Selling Expenses 66.68 27.73

Travelling Expenses including Directors Travelling 117.85 78.98

Freight & Forwarding 427.19 260.90

Prior Period Adjustments ( Refer Note 24.2) 72.24 -

Auditors Remuneration ( Refer Note 24.1) 10.89 3.42

Directors Fees 8.83 9.91

Other Miscellaneous 401.87 385.10

TOTAL 11318.56 11249.63

Note 24.1 : Audit Remuneration (including Service Tax):

Statutory Audit 7.01 1.77

Tax Audit 2.29 0.28

Certifiaction & Other fees - 0.08

Reimburshment of Expneses 1.45 1.29

Note 24.2 : Prior Period Adjustment includes :

Hank Yarn Purchase Obligation 66.56 -

Legal & Professional 2.64 -

Other Miscellaneous Expenses (Wealth Tax) 0.84 -

Commission & Brokerage on sales (Commission) 1.10 -

Repair & Maintenance (Others) 1.10 -

( ` in Lacs)

103

Maharaja Shree

UMAID MILLS LIMITED



NOTE 25 : EXCEPTIONAL ITEMS 2015-16 2014-15

Excess Provision of earlier years written-back* - 110.94

TOTAL - 110.94

* Reversal of excess provision of Renewable Energy Purchase Obligation related to earlier years

NOTE 27 : Disclosure as per Accounting Standard - 15 (Employee benefits)

a. Define Contribution Plan -

Contribution to employees provident fund 352.87 297.52

As required under Guidance Note on Implementation of Accounting Standard-15 (Revised) issued bythe ICAI in respect of exempted Provident Fund, during the year, the Company has carried out actuarialvaluation first time to ascertain shortfall in interest, if any, payable to the members of Provident Fund andhas made appropriate provision in the books. The Company contributes 12% of salary for all eligibleemployees towards Provident Fund managed either by approved trusts or by the Central Governmentand debited to the Statement of Profit and Loss. In view of typical nature of such the Provident Fund schemeinvolving defined benefit underpin in respect of interest payable to members as declared by theEmployees, Provident Fund Organisation, the defined benefit obligation relating to interest shortfall isconsidered to be Other Long Term Employee Benefits. The amount debited to the Statement of Profit andLoss during the year was ` 16.28 (including for earlier year).

b. Define Benefit Plan -

The following table set out the status of the gratuity plan as requiredunder AS 15 (Revised 2005) based on acturial valuation :

Defined Benefit Plan

I. A reconciliation of opening and closing balances of thepresent value of the defined benefit obligation (DBO):

Opening DBO 532.32 440.85

Interest cost 41.63 39.68

Current service cost 77.00 62.02


Actuarial (gains)/losses (38.59) 42.28

Closing DBO 541.79 532.32

NOTE 26 : EARNING PER SHARE

Earnings per Share (EPS) - The numerators and denominators usedto calculate Basic and Diluted Earnings Per Share:

Profit/(Loss) attributable to the Equity Shareholders (A) (3486.67) (3418.81)

Number of Equity Shares (B) 25920000 25920000

Nominal value of Equity Shares (`) 10.00 10.00

Basic and Diluted Earnings per Share (`)-A/B (13.45) (13.19)

( ` in Lacs)


Maharaja Shree


STATEMENTS

II. A reconciliation of opening and closing balances of the fairvalue of plan assets:Opening fair value of plan assets 413.34 380.81

Expected return 33.07 32.37

Actuarial gains/(losses) (15.06) (7.12)

Contributions by Employer 138.74 59.79


Closing fair value of plan assets 499.53 413.34

III. A reconciliation of the present value of the defined benefitobligation and the fair value of the plan

Present value of defined benefit obligation 541.79 532.32

Fair value of plan assets 499.53 413.34

Funded status (surplus/(deficit)) (42.26) (118.98)

Net Plan asset/(liability) recognized (42.26) (118.98)

IV. The total expense recognised in the Statement of Profit and Loss:Current service cost 77.00 62.02

Interest cost of benefit obligation 41.63 39.68

Expected return on plan assets (33.07) (32.37)

Net actuarial (gain)/loss (23.53) 49.40

Net benefit expense recognized 62.03 118.73

V. Principal actuarial assumptions used in determining defined benefit obligations:

Actuarial valuation method Projected Unit Credit MethodMortality table (IALM) (2006-08) (Ultimate)

Discount rate 7.89% 7.82%

Compensation escalation rate pa 4.00% 4.00%

Withdrawal rate 2% 2%

Expected average remaining service (years) 24.33 23.40

Expected rate of return on assets/Interest rate guarantee 8.00% 8.00%

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.

VI. Major category of plan assets as a % of total plan assets at year end :

State/Govt. of India securities 22.31 53.95

Corporation Bonds /Fixed Deposit with Banks 14.10 37.86

Bank balance 1.14 7.15

Insurer managed funds 58.93 1.04

Other investments 3.52 -

Total 100.00 100.00

2015-16 2014-15

( ` in Lacs)

105

Maharaja Shree

UMAID MILLS LIMITED



VII. The amounts for the current and previous four periods in respect of gratuity plan are as follows:

Particulars Gratuity

2015-16 2014-15 2013-14 2012-13 2011-12

Defined benefit obligation 541.79 532.32 440.85 432.83 421.09

Plan assets 499.53 413.34 380.81 381.74 379.53

(Surplus) / deficit 42.26 118.98 60.04 51.09 41.56

Experience adjustment on plan liabilities- (gain)/loss (38.59) 42.28 16.03 12.90 8.54

Experience adjustment on plan assets - gain/(loss) (15.06) (7.12) (1.97) 1.73 2.23

NOTE 28 : Related Party Disclosures as per Accouting Standard (AS)-18:

A & B. Name of related parties and description of relationship :

S. Key Management Wholly Owned Holding SignificantNo. Personnel (KMP) Subsidiaries Company Influence*

i. Mr. LN Bangur, MSUM Texfab Ltd. Placid Ltd. Shree Krishna Agency

CMD # (w.e.f. 02.01.2015) Co. Ltd.

ii. Mr. Swapan Nath, Kiran Vyapar LimitedED & CEO

iii. Mr. Yogesh Bangur Apurva Export Pvt. Ltd.Director (DMD) #

iv. Mrs. Alka Devi Bangur Navjyoti Commodity

Director# Management Services Ltd.

v. Satyawatche GreeneriesPrivate Limited

vi. Uttaray Greenpark (P) Ltd.

vii. Subhprada Greeneries (P) Ltd.

# Mr. LN Bangur, Mr. Yogesh Bangur and Mrs. Alka Devi Bangur are related to each other

*Enterprises over which any person described in III (a) above are able to exercise significant influence and with whom

the Company has transactions during the year.

( ` in Lacs)


Maharaja Shree

UMAID MILLS LIMITED

B. (i) Transactions with related parties for the year ending:

Particulars Holding Company Significant Key Management

Influence* Personnel

2015-16 2014-15 2015-16 2014-15 2015-16 2014-15

Inter Corporate Deposit received

- Placid Ltd. 3400.00 -




Inter Corporate Deposit Repaid



- Apurva Exports Ltd. 1000.00 -


Interest Expenses



- Apurva Exports Ltd. 110.22 3.23

- Kiran Vyapaar Ltd 481.67 536.37

Reimbursement of Expenses/Recovery (Net)



- Uttaray Greenpark (P) Ltd. 1.06 -

- Satyawatche Greeneries (P) Ltd. 0.61 -

- Kiran Vyapaar Ltd 3.70 -

Director Sitting Fees Paid

- Mrs. Alka Devi Bangur 2.80 2.44

Purchases of Raw Materials


Rent Expenses

- Kiran Vyapar Ltd 10.73 -

- Navjyoti Commodity Management Services Ltd. 4.83 11.58

Rent Income

- Navjyoti Commodity Management Services Ltd. 7.04 -


Managerial Remunaration @

- Mr. LN Bangur 103.48 99.99


- Mr. Swapan Nath 196.80 164.73

@Excludes Acturial Valuation of Retirement Benefits.*Enterprises over which any person described in III (a) above are able to exercise significant influence and with whom the Companyhas transactions during the year.


( ` in Lacs)

107

Maharaja Shree

UMAID MILLS LIMITED



B. (ii) Closing Balances :As at As at As at As at As at As at

Mar 31, 2016 Mar 31, 2015 Mar 31, 2016 Mar 31, 2015 Mar 31, 2016 Mar 31, 2015

Balance payable (Net)

- Placid Ltd. 3103.20 -


- Kiran Vyapaar Ltd. 5284.70 5283.81


- Mr. LN Bangur 6.07 4.60



- Mrs. Alka Devi Bangur 0.40 -

Balance receivable - Navjyoti Commodity Mng. Services Ltd. 1.73 1.73

NOTE 29 : Segment Reporting

Segment information has been prepared in conformity with the accounting policies adopted for preparing and

presenting the financial statements of the Company.

Segments have been identified and reported taking into account, the nature of products, the differing risks

and returns, the organisation structure, and the internal financial reporting systems. The company has two

main Business Segments viz Textiles & Wind Power Generation Units. Segments have been identified and

reported taking into account, the nature of products, the differing risks and returns, the organisation structure,

and the internal financial reporting systems.

As part of Secondary reporting, revenues are attributed to geographic areas based on the location of the

customers.

The following tables present the revenue, profit, assets and liabilities information relating to the Business

/Geographical segment for the year ended 31.03.2016.

( ` in Lacs)


Maharaja Shree


STATEMENTS

Information about Business Segment - Primary

Particulars Textile Wind Energy Total


1. Segment Revenue

- External sales 45878.02 47532.79 1016.69 747.75 46894.71 48280.54

- Other Income 909.61 539.27 - 40.23 909.61 579.50

Total Revenue 46787.63 48072.06 1016.69 787.98 47804.32 48860.04

2.Segment Results (1398.62) (1161.75) 484.50 379.68 (914.12) (782.07)

Less : Unallocated expenses (Net off unallocable income)

Finance Costs 2693.95 2589.80

Profit before tax (3608.07) (3372.56)

Provision for taxation (Net) (121.40) 46.25

3.Profit/(Loss) after tax (3486.67) (3418.81)

4.Other Information

i) Segment assets (net of segmental asset) 45860.67 46105.72 8474.77 8193.71 54335.44 54299.43

Unallocated corporate assets 3468.21 3543.74

Total assets 45860.67 46105.72 8474.77 8193.71 57803.65 57843.17

ii) Segment liabilities 5454.14 4542.62 51.71 - 5505.85 4542.62

Unallocated corporate liabilities 38634.04 36150.14

(Including Deferred tax Liabilities

` 2,503.05 (Previous year ` 2,754.74)

and Borrowings ` 36,108.07

(Previous year ` 33,376.42))

Total liabilities 5454.14 4542.62 51.71 - 44139.89 40692.76

Capital Expenditure 2486.53 8119.95 2486.53 8119.95

Depreciation 1477.30 2185.70 387.95 387.95 1865.25 2573.65

Secondary Segment - Geographical by location of customers

Particulars Domestic Export Total


Revenue from Operations 37335.68 43935.32 9559.03 4345.22 46894.71 48280.54

Carrying amount of Trade Receivables 4288.04 4269.36 2650.04 763.43 6938.08 5032.79

Other Information:The company has common assets for producing goods for domestic market and overseas market.

( ` in Lacs)

NOTE 30 : (i) Outstanding forward contracts in respect of foreign currencies for hedging purposes (Value in Foreign currency in Lakhs)

Particulars Mar 31, 2016 Mar 31, 2015

Currency USD EURO USD EURO

For Future Export Sales 5.63 0.41 2.40 0.71

109

Maharaja Shree

UMAID MILLS LIMITED


(ii) Foreign Currency exposure not hedged by a derivative instrument or otherwise

Mar 31, 2016 Mar 31, 2015

Particulars Currency Foreign Equivalent Foreign EquivalentCurrency ` Currency `

Trade receivables USD 32.82 2176.68 5.11 319.56

EURO 5.27 395.63 3.85 260.16

Advances from Customers USD 0.27 17.87 - -

EURO 0.18 13.22 - -

Trade Payables and Agents USD 0.65 43.32 0.07 4.29

EURO 0.23 17.22 - -

Advances to Vendors USD 0.03 1.73 - 0.25

EURO 0.13 9.90 0.12 7.86

GBP 0.01 1.32 - -

CHF - - 0.51 32.81

Packing Credit Loan USD 34.78 2306.72 8.47 530.14

EURO 5.02 376.66 2.50 168.78

NOTE 31 : Operating leasesOffice premises are obtained on operating lease. There is no contingent rent in the lease agreements. Thelease term is for 3 years, which can be extended for next 3 years at the mutual agreement of both the partieswith 15% escalation clause in the lease agreements. There are no restrictions imposed by leaseagreements apart from prior notice upto 3 months required by either party if any, before the end date. Theaggregate lease rentals accounted are charged as “Rent” in Note’ 24 of the financial statement.


Net Assets i.e. total assets Share in Profit & Loss minus total liabilities

Name of Enterprises As % of Amount As % of Amountconsolidated (` in consolidated

net assets Lacs) profit / loss (` in Lacs) Parent Maharaja Shree Umaid Mills Ltd.* For the year 2015-16 99.98% 13661.17 99.99% (3486.35)

For the year 2014-15 99.98% 17147.52 99.98% (3418.12) Subsidiary MSUM Texfab Limited For the year 2015-16 0.02% 2.58 0.01% (0.32)

For the year 2014-15 0.02% 2.91 0.02% (0.69)

*after eliminating investment in subsidiary company

NOTE 32 : Additional Informations, as required udner Schedule III to the Companies Act, 2013, ofenterprises consolidated as subsidiary/ Associates/ Joint Ventures :

( ` in Lacs)

NOTE 33 : Some of the Trade Receivable, Payable and Loans & Advances are Subject to Confirmation andreconcilations.

NOTE 34 : In the opinion of the management ,the Current Assets, Loans and Advances are approximatelyof the value stated,if realised in the ordinary course of business.

NOTE 35 : The Company has a total MAT credit entitlement of ` 2368.63 Lakhs as at March 31, 2016.Based on the projections regarding income-tax liability of the Company, Management is ofthe view that the Company will be able to utilise the unexpired MAT credit entitlement inprojected years.


Maharaja Shree

UMAID MILLS LIMITED

NOTE 36 : CIF Value of Imports 2015-16 2014-15

Raw materials - 1.12

Components and spare parts 293.27 635.12

Capital Goods - 2951.87

(Taken on the basis of actual receipt in the Mills Premises irrespectiveof date of payment)

NOTE 37 : Earning in Foreign Exchange 2015-16 2014-15

F.O.B. value of Export 8743.84 3343.73

NOTE 38 : Expenditure in foreign currency (On accrual basis) 2015-16 2014-15

Travelling 14.80 1.87

Export Commissions 32.61 19.56

Bank Charges 22.26 7.83

Interest 29.50 5.51


( ` in Lacs)

NOTE 39 : IMPORTED AND INDIGENOUS RAW MATERIALS,SPARE PARTS AND COMPONENTS CONSUMED

Particulars 2015-16 2014-15

Raw materials Value % Value %

Imported 1.30 0.00 0.65 0.00

Indigenous 30021.11 100.00 30329.18 100.00

30022.41 100.00 30329.83 100.00

Spare parts and components

Imported 259.53 19.45 495.72 25.88

Indigenous 1074.88 80.55 1420.05 74.12

1334.40 100.00 1915.77 100.00

NOTE 40 : Previous years’ figures have been taken from the accounts audited by previous auditors andfigures have been regrouped/ reclassified to conform to current year’s figure wherever required.





B. K. SipaniPartner



111

Maharaja Shree

UMAID MILLS LIMITED


ANNEXURE-A

Form AOC-I (Pursuant to first proviso to sub -section (3) of section 129 read with rule 5 of Companies ( Accounts) Rules , 2014)

Sailent Features Of Financial Statements Of Subsidiary/Associates/Joint Ventures As Per Companies Act,2013

Part- “A” : Subsidiaries

Name of Subsidiary Companies MSUM Texfab Limited

Reporting Currency INR

Share Capital 500000

Reserve & Surplus (241734)

Total Assets 280232

Total Liabilities 280232

Investments Nil

Turnover / Total Income 14302

Profit Before Taxation (32321)

Provision for Taxation Nil

Profit After Taxation (32321)

Proposed Dividend Nil

% of Shareholding 100%

Notes:1. Name of subsidiary which is yet to commence operations - MSUM Texfab Limited2. Names of subsidiaries which have been liquidated or sold during the year - NIL





B. K. SipaniPartner




Maharaja Shree

UMAID MILLS LIMITED

BOOK-POST(Printed Matter)

If undelivered, please return to :

Maharaja ShreeUMAID MILLS LIMITEDRoom No. 706, 7th Floor, ‘‘Krishna’’,224, AJC Bose Road, Kolkata – 700017 (W.B.)

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