For the purpose of calculating diluted earnings per share, the net
profit or loss for the period attributable to Equity Shareholders and
the weighted average number of shares outstanding during the period are
adjusted for the effects of all dilutive potential Equity Shares.
* Consequent to allotment of shares as per CDR, shareholding is less
than 5% as on 30.09.2012
1. For the period of 5 years immediately preceding the date at which
Balance sheet is prepared:
No Shares were allotted for consideration other than cash.
2. The Company has only one class of Equity Shares having a par value
of Rs.10/-. Each holder of Equity Shares is entitled to one vote per
share. There are no restrictions attached to any Equity Shares. The
Company declares and pays dividends, if any, in Indian Rupees. In the
event of liquidation of the Company, the holders of Equity Shares will
be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in
proportion to the number of Equity Shares held by the respective
1. Term Loans are secured by way of joint equitable mortgage of all
the present and future immovable properties of the Company and
hypothecation of movable assets ranking pari passu amongst the term
lenders and second charge on the current assets of the Company on pari
passu basis with lenders of working capital loans.
2. FITL 2009 of SBM & WCTL are additionally secured by Corporate
Guarantee of RSWM Ltd which is to be extended to other term loans also.
3. 7,628,950 Equity shares of Cheslind Textiles Ltd. held by RSWM Ltd.
have been pledged/ to be pledged as additional security for term loans
on paripassu basis.
1. Secured loans repayable on demand include working capital loans
secured by hypothecation of raw materials, stock in process, finished
goods, semi finished goods, stores, spares, book debts and other
current assets as well as second charge on Fixed Assets of the Company
on pari-passu basis.
2. All loans repayable on demand carry fixed interest rate of 11% p.a.
3. As per stipulation of CDR scheme, Corporate Guarantee of RSWM Ltd.
and pledge of 7,628,950 equity shares of Cheslind Textiles Ltd. held by
RSWM Ltd. are to be provided as additional security for existing
working capital loans also.
Note: Refer Accounting Policy No.1 (f) of Note No.1
vi) There is no amount included in the fair value of plan assets for
the Company''s own financial instruments and property occupied by or
other assets used by the Company.
NOTE 3 : SEGMENTAL REPORTING - AS-17
The Company has only one business - Textile Spinning, therefore there
is no requirement of segmental reporting.
NOTE 4 : RELATED PARTY DISCLOSURES - AS-18
Related Party disclosures, as required by Accounting Standard 18 are
i) Key Management Personnel
1. Mr. Ravi Jhunjhunwala - Chairman
2. Mr. Vinod Mehta - President (Manager under Companies Act, 1956)
3. Mr. S.C. Parasrampuria - Director
ii) Relatives of Key Management Personnel Ms.Kusum (M/s.Rakshit
Packaging Pvt Ltd)
iii) Holding Company - M/s RSWM Ltd
iv) Subsidiary or Joint Venture of RSWM Ltd 1. RSWM International B.V.
d. Duty on unfulfilled export obligation of EPCG licenses Nil Nil
NOTE 5 : a) Names of small scale industrial undertakings to whom the
Company owes any sum together with interest outstanding for more than
thirty days: Nil.
b) Based on the information so far obtained by the Company, payment to
enterprises covered under the Micro, Small and Medium Enterprises
Development Act, 2006 (MSMEd ACT) has been made within 45 days and
disclosure in accordance with Section 22 of mSmED ACT is as under:
NOTE 6 : CORPORATE DEBT RESTRUCTURING:
Company was sanctioned a debt restructuring package (Including Working
capital) under corporate debt restructuring (CDR) scheme on 30.03.2012
effective from 1.12.2011 vide letter no BY CDR (JCP) No.6580/2011-12
dated 30th March 2012. All lenders have approved and implemented the
package. The restructuring proposal has been given effect in accounts.
The restructuring inter-alia envisages:
- Deferment / Rescheduling in payment of principal
- Reduction in interest rates both on term loans and working capital
- Funding of interest on existing term loans (except existing FITL of
SBM) and working capital limits from 1.12.2011 to 30.06.2012.
- The lenders reserve the right to re-compensate the sacrifices being
made in case of Profitability & Cash flow position of the Company so
warrant in future.
- In lieu of sacrifice by the lenders, company to issue equity
- Conversion of existing unsecured loans from promoters into equity.
- The lenders have the right to reset the interest rates after 2
years in case of term loans & 1 year in case of Working capital
- In the event of any default in servicing of debt, the lenders shall
have a right to convert existing/part of defaulted interest and
principal into equity as per SEBI pricing formula.
Equity shares of Rs.582.94 lakhs represents shares allotted on
26.07.2012 to State Bank of Mysore, State Bank of India, Canara Bank,
IDBI Bank Limited, ICICI Bank Limited and Export Import Bank of India
as fully paid, as per CDR scheme being the differential Net Present
Value (NPV) of Future Interest sacrifice.
The unsecured loans of promoters existing on the day of CDR approval to
the extent of Rs.1200.00 lakhs was converted into equity shares as per
SEBI pricing formula and additional amount of Rs.440.00 lakhs was
infused by the promoters towards share capital as per CDR scheme.
Future interest sacrifice aggregating to Rs.582.94 lakhs by the banks
and financial institutions as per CDR Scheme is amortized over the life
of the loan in equal quarterly installments.
NOTE 7 : Response to the letter(s) sent by company requesting
confirmation of balances has been insignificant. Company notes that the
Marketing and Accounting team has a system of periodical verification
of balances and required adjustments are carried on that basis
regularly. In view of the above, Management considered that impact of
reconciliation, on receipt of balance confirmation, would not be
significant on the same.
NOTE 8 : Up to the year ended 31 March 2011, the company was using
pre-revised Schedule VI of the Companies Act, 1956, for preparation and
presentation of its financial statements. During the period ended 30th
September 2012, the revised Schedule VI notified under the Companies
Act, 1956, has become applicable to the company. The Company has
reclassified previous year figures to confirm to current year''s
classification. The adoption of revised Schedule VI does not impact
recognition and measurement principles followed for preparation of
financial statements. However, it impacts presentation and disclosures
made in the financial statements, particularly presentation of balance
NOTE 9 : Figures have been rounded off to the nearest rupee.
* includes conversion of unsecured loan of Rs.12.00 Crs and interest
sacrifices of Rs.5.83 Crs into Equity