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Welspun India
BSE: 514162|NSE: WELSPUNIND|ISIN: INE192B01023|SECTOR: Textiles - Weaving
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« Mar 11
Notes to Accounts Year End : Mar '12
1.  General Information
 
 Welspun India Limited (WIL) is a leading manufacturer of wide range of
 home textile products'' mainly terry towels'' bed linen products and
 rugs. The Company is a public limited company and is listed on the
 Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).
 
 (a) Rights'' preferences and restrictions attached to shares Equity
 Shares :
 
 The company has one class of equity shares having a par value of Rs.10
 per share. Each shareholder is eligible for one vote per share held.
 The dividend'' in case proposed by the Board of Directors is subject to
 the approval of the shareholders in the ensuing Annual General Meeting''
 except in case of interim dividend. In the event of liquidation'' the
 equity shareholders are eligible to receive the remaining assets of the
 Company after distribution of all preferential amounts'' in proportion
 to their shareholding.
 
 Preference Shares :
 
 0% Redeemable Preference Shares of Rs.100 each fully paid up issued
 pursuant to High Court order were redeemable at par on or after
 repayment of all outstanding term liabilities and preference shares
 held by banks and financial institutions as on April 1'' 2000 alongwith
 interest and dividend thereon.
 
 I Defined Benefit Plan Contribution to Gratuity Fund
 
 The Company operates a gratuity plan through the Welspun India Limited
 Employees Gratuity Trust. Every employee is entitled to a benefit
 equivalent to fifteen days salary last drawn for each completed year of
 service in line with the Payment of Gratuity Act'' 1972. The same is
 payable at the time of separation from the Company or retirement''
 whichever is earlier.
 
 II Other Employee Benefit
 
 The liability for leave entitlement and compensated absences as at year
 end is Rs. 38.24 million (March 31'' 2011: Rs. 65.12 million).
 
 2 Contingent Liabilities
 
                                                (Rs. million)
                                      As At 
                                      March         As At March
 Deicription                          31'' 2012      31'' 2011
 
 Excise'' Customs and 
 Service Tax Matters                  677.48         492.28
 
 Stamp Duty Matter                      4.46           4.46
 
 Sales Tax                             36.44          10.61
 
 Corporate Guarantees 
 (Refer Note 35)                    8''891.90       8''738.52
 
 Bank Guarantees                      166.89         220.16
 
 Claims against Company not 
 acknowledged as debts                  5.51           7.85
 
 3 The Company has issued corporate guarantee aggregating Rs. 8''891.90
 million (March 31''2011: Rs. 8''738.52 million) on behalf of Welspun
 Retail Limited (WRL)'' Welspun USA Inc. (''WUSA'')'' Welspun Home Textiles
 UK limited (''WHTL'')'' Welspun Captive Power Generation Limited (WCPGL)
 and CHT Holdings Limited (''CHTHL'').
 
 4 During the previous year'' the Company had recognised deferred tax
 assets aggregating Rs. 296.58 million on the incremental unabsorbed
 Income-tax depreciation arising out of its treatment of certain Excise
 and Value Added Tax incentives as ''capital receipts'' for income tax
 purposes based on the judgment in re Commissioner of Income Tax'' Mumbai
 v/s. Reliance Industries Limited of the Honourable High Court of
 Judicature at Bombay. The said case was heard by the apex court and the
 impugned order was set aside and remanded back to High Court. If the
 final decision in the matter is eventually decided against Welspun
 India Limited'' then the carrying value ofthe Minimum Alternate Tax
 Credit Entitlement assets at the year end could be significantly
 impacted.
 
 5 The Board of Directors at its meeting held on May 7'' 2012 had''
 subject to approval of the Stock Exchanges'' sanction of the Honourable
 High Court of Gujarat and other approvals as may be necessary'' approved
 a composite scheme of arrangement (the Scheme) between Welspun Global
 Brands Limited (WGBL) (Transferor Company)'' the Company (First
 Transferee Company) and Welspun Retail Limited (WRL- Second
 Transferee Company).
 
 According to the Scheme'' the WGBL will be merged into the Company as a
 going concern'' the marketing business undertaking of the Company will
 be hived off to WRL and certain overseas investments of the Company
 would be transferred to WRL. Consequently'' WGBL shall be dissolved
 without winding up and the name of WRL would be changed to Welspun
 Global Brands Limited.
 
 Appointed Date for the Scheme was April 1'' 2011 and the stakeholders of
 all the concerned companies have already approved the Scheme in the
 Court Convened meeting held on August 4'' 2012.
 
 Subsequently'' the High Court of Gujarat at Ahmedabad by its order dated
 November 26'' 2012 has approved the Scheme. The order has been filed
 with the Registrar of Companies on December 7'' 2012 (effective date
 ofthe scheme).  As per the Scheme'' assets and liabilities of WGBL were
 transferred at book values to the Company with effect from the
 appointed date (April 1'' 2011). Accordingly'' net assets of WGBL
 aggregating Rs. 1''531.28 million were transferred to the Company.
 Further'' as per the scheme'' the Company will issue one equity share of
 Rs. 10 each credited as fully paid up to the shareholders of WGBL for
 every one equity share held by them in WGBL. Accordingly'' Rs. 104.75
 million pertaining to 10''475''496 equity shares of Rs. 10 each to be
 allotted to the shareholders of WGBL has been included in Share
 Suspense Account. Rs. 1''426.54 million being the excess of net assets
 transferred over the value of consideration has been accounted as
 capital reserve.
 
 Also'' pursuant to the Scheme'' the authorised share capital of the
 Company stood increased from Rs. 1''300''000''000 consisting of
 125''000''000 equity shares of Rs. 10 each and 500''000 preference shares
 of Rs.100 each to Rs. 1''555''000''000 consisting of 155''500''000 equity
 shares of Rs. 10 each and without any further act'' instrument or deed.
 
 Following the amalgamation'' the marketing business undertaking of
 Welspun India Limited has been hived off as a going concern to WRL on
 April 1'' 2011 for a purchase consideration of 1''050''153 0% Redeemable
 Preference Shares of Rs. 10 each to be issued at a premium of Rs 990
 and Rs 246 in cash. The assets and liabilities of the marketing
 business undertaking have been transferred to WRL at book values for an
 equivalent amount of consideration. Consequently'' there is no profit/
 loss arising on such transfer.
 
 Further'' certain investments of Welspun India Limited by way of shares
 of Welspun USA Inc'' Welspun Holdings Private Limited and Welspun
 Mauritius Enterprises Limited have been transferred to WRL for a
 purchase consideration of 1''339''422 0% Redeemable Preference Shares of
 Rs. 10 each to be issued at a premium of Rs. 990 per share and cash of
 Rs. 343. These investments have been transferred to WRL at book values
 for an equivalent amount of consideration.  Consequently'' there is no
 profit/ loss arising on such transfer.
 
 Welspun Retail Limited will be applying to the Registrar of Companies
 for a change in its name to Welspun Global Brands Limited.
 
 As WGBL has merged into the Company on April 1'' 2011 and the marketing
 business undertaking of the Company has been hived off on the same day''
 there is no impact on the Statement of Profit and Loss on account of
 the scheme.  Accordingly'' disclosures under Accounting Standard 24:
 Discontinuing Operations are not required to be given.
 
 6 As at March 31'' 2012'' the Company has inadvertently made certain
 investments aggregating Rs. 1''197.29 million in the bonds issued by
 certain public sector undertakings without obtaining prior approval of
 the shareholders by way of a special resolution as required under
 Section 372A of the Companies Act'' 1956. Subsequent to the year-end
 these investments were sold. Further'' the Company has filed a suo motu
 application to the Company Law Board for the compounding of this
 offence and adjudication by the Company Law Board is pending.
 
 7 The Company has provided Rs. 81.79 million towards
 other-than-temporary diminution in the value of Investment in Welspun
 Holdings Private Limited'' Cyprus (WHPL). The diminution in value of
 investment is primarily due to losses made by one of its operating
 subsidiaries'' Welspun UK Limited and losses arising on sale of its
 other operating subsidiary Welspun Sorema Europe S.A.
 
 8 In the meeting of the Board of Directors of the Company held on May
 11'' 2011'' it was resolved that the business of Welspun Mexico S.A. de
 C.V. (a wholly-owned downstream subsidiary of Welspun AG which'' in
 turn'' is a wholly owned subsidiary of the Company)'' involved in
 manufacturing decorative bedding products for Welspun AG'' shall be
 re-organised in view of the adverse law and order conditions in the
 region in which the manufacturing premises of Welspun Mexico S.A. de
 C.V is situated which has severely impacted its business prospects and
 its ability to contain the sustained losses and reverse the accumulated
 losses. Further'' there has been breach of the lease agreement by the
 landlord necessitating the vacating of the premises. The aforesaid
 business reorganization involves exiting the current manufacturing
 premises of Welspun Mexico S.A. de C.V. and settng up trading
 activities only in new premises'' disposing of the assets and
 discontinuing the employment of the majority of its employees. The
 Board of Directors further resolved in the aforesaid meeting that the
 consequential impairment in the value of the Company''s investments in
 Welspun AG'' and loans given to Welspun AG'' shall be determined and
 recognized. Accordingly'' a provision of Rs. 739.12 million towards
 diminution in the value of investments in Welspun AG'' and a provision
 of Rs 937.91 million towards the outstanding loans and advances given
 to Welspun AG as at March 31''2011 was recognised and disclosed in the
 Statement of Profit and Loss for the year ended March 31'' 2011. During
 the year'' the Company has made incremental provision for the aforesaid
 doubtful loans arising out of the restatement at the year end of the
 foreign currency balance which was fully provided as at March 31'' 2011.
 The provision aggregating Rs. 131.84 million has been included in
 extraordinary items and the corresponding gain on restatement is
 included in Other Income. Further'' extraordinary items for the year
 ended March 31'' 2012 also includes provision for new loan of Rs. 152.51
 million given to Welspun AG during the year ended March 31'' 2012.
 
 9 Details of Employees Stock Options
 
 On June 30'' 2009'' the Company issued Employee Stock Options (ESOP)
 under the Employee Stock Options Scheme (the Scheme) to employees of
 the Company with a right to subscribe to equity shares (New Options)
 at a price of Rs.  35.60 per equity share (closing market price as on
 June 30'' 2009) with an option to existing grantees'' who were granted
 options on May 17'' 2006 (Old Options)'' to receive New Options on
 surrender of Old Options. All employees holding Old Options on June 30''
 2009 chose to surrender the Old Options. The salient features of the
 Scheme are as under:
 
 (i) Vesting : Options to vest over a period of four years from the date
 of their grants as under:
 
 - 20% of the Options granted to vest at each of the 1st and 2nd
 anniversaries of the date of grant.
 
 - 30% of the Options granted to vest at each of the 3rd and 4th
 anniversaries of the date of grant.
 
 The compensation costs of stock options granted to employees are
 accounted by the Company using the intrinsic value method as permitted
 by the SEBI Guidelines and the Guidance Note on Accounting for Employee
 Share Based Payments issued by the Institute of Chartered Accountants
 of India in respect of stock options granted. The value of underlying
 share has been determined by an independent valuer. Since'' on the date
 of grant of option'' quoted market price of the underlying equity shares
 of the Company was equal to the exercise price of an option'' no expense
 or liability arising from the Scheme has been recognised.
 
 The Company''s earnings per share would have been as under'' had the
 compensation cost for employees stock options been recognised based on
 the fair value at the date of grant in accordance with Black Scholes''
 model
 
 * There is no increase in number of shares in respect of outstanding
 employee stock options for the purpose of calculation of diluted
 earnings per share as the average market value of the shares for the
 last six months is lower than the exercise price.
 
 ** Antidilutiveearningpershare
 
 # Includes 10''475''496 shares of Rs. 10 each to be issued to
 shareholders of erstwhile Welspun Global Brands Limited'' pursuant to
 the Scheme of Arrangement with effect from April 1'' 2011.
 
 10 Segment Information forthe year ended March 31'' 2012.
 
 (i) Information about Primary BusinessSegment
 
 The Company is exclusively engaged in the business of Home Textiles
 which'' in the context of Accounting Standard 17 on Segment Reporting''
 issued by the Institute of Chartered Accountant of India'' is considered
 to constitute a single primary segment. Thus'' the segment revenue''
 segment results'' total carrying amount of segment assets'' total
 carrying amount of segment liabilities'' total cost incurred to acquire
 segment assets'' total amount of charge for depreciation during the
 period are all as reflected in the financial statements for the year
 ended March 31''2012 and as on that date.
 
 (iii) Notes:
 
 (a) The Segment revenue in the geographical segments considered for
 disclosure for March 2011 are as follows :
 
 - Revenue within India includes sales to customers located within India
 and earnings in India.
 
 - Revenue outside India includes sales to customers located outside
 India'' earnings outside India and export benefits on sales made to
 customers located outside India.
 
 (b) Segment revenue and assets include the respective amounts
 identified to each of the segments and amounts allocated on a
 reasonable basis.
 
 (c) The Company is exclusively engaged in sales to customers located in
 India. Consequently the Company does not have separate reportable
 geographical segments for March 2012.
 
 11 Leases
 
 Where the Company is a lessee :
 
 Operating Lease
 
 The Company has taken various residential'' office premises'' godowns''
 equipment and vehicles under operating lease agreements that are
 renewable on a periodic basis at the option of both the lessor and the
 lessee. The initial tenure of lease is generally for eleven months to
 sixty months.
 
 The aggregate rental expenses of all the operating leases for the year
 are Rs. 76.30 million (Previous Year: Rs. 94.32 million).
 
 12 Interest in Joint Venture
 
 a.  The Company has accounted the investments in Joint Venture in
 Welspun ZucchiTextiles Limited (WZTL) in accordance with Accounting
 Standard 13'' Accounting for Investments.
 
 b.  The Company''s share of contingent liability of WZTL is Rs. 29.80
 million (March 31'' 2011: Rs. 20.55 million).
 
 c.  The Company''s share of the aggregate amounts of assets and
 liabilities as on March 31'' 2012 and income and expenditures of WZTL
 for the year ended March 31'' 2012 are as under:
 
 13 Derivative Instruments outstanding as at March 31'' 2012 :
 
 The Company is exposed to foreign currency fluctuations on foreign
 currency assets / liabilities'' payables denominated in foreign
 currency. In line with the company''s risk management policies and
 procedures'' the Company enters into foreign currency forward contracts
 and swap contracts to manage its exposure. These contracts are for a
 period of maximum twelve months and forecasted transactions are
 expected to occur during the same period.
 
 (c) As at the Balance Sheet date'' the foreign currency exposure not
 hedged by a derivative instrument or otherwise aggregates Rs. 143.94
 million (March 31''2011 Rs. 190.97 million) for receivables (net of
 provisions) and Rs.1529.15 million (March 31'' 2011 Rs. 1008.75 million)
 for payables.
 
 14 The financial statements for the year ended March 31'' 2011 had been
 prepared as per the then applicable'' pre revised Schedule VI to the
 Companies Act'' 1956. Consequent to the notification of Revised Schedule
 VI under the Companies Act'' 1956'' the financial statements for the year
 ended March 31'' 2012 are prepared as per Revised Schedule VI.
 Accordingly'' the previous year figures have also been reclassified to
 conform to this year''s classification.  The adoption of Revised
 Schedule VI for previous year figures does not impact recognition and
 measurement principles followed for preparation offinancial statements.
Source : Dion Global Solutions Limited
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