maharaja shree umaid mills limited · maharaja shree umaid mills limited notice to shareholders...

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Maharaja Shree

UMAID MILLS LIMITED

Annual Report 2016-17

Regd. Office : "Krishna", R.No. 706, 7th Floor, 224, A.J.C.Bose Road, Kolkata-700017Phone : +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 2016-17

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. 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.

UNIT NO.1704, 17TH FLOOR, TOWER B, WORLD TRADE TOWER, DND FLYWAY, C-01, SECTOR-16,NOIDA-201301, GAUTAMBUDH NAGAR, U.P.

Internal Auditors :ERNST & YOUNG LLP

OVAL OFFICE, 18, ILAB CENTRE, HITECH CITY, MADHAPUR, HYDERABAD – 500 081

Bankers :STATE BANK OF INDIA

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


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 key reasons for such adverseperformance were increase in cost of raw material without correspondingincrease in the Unit Value Realization (UVR) of finished product, increased

cost of power, low capacity utilization levels with low contribution productmix. Besides these, Non Performance of synthetic section of spinningplant, Fabrics Process Plant, Labour availability issues and high finance

cost, also led to the losses.

The Company, as a part of revival strategy is taking several measuresincluding expansion in Open End capacity by utilizing available spare

capacity of Blow room and preparatory unit, upgradation of spinningmachinery & humidification plant to increase productivity with betterquality, increased utilization of the weaving plant, reducing power costs

though captive or contracted renewable power and focusing on capacityenhancement of Value added products like Mercerized Yarn, Slub Yarn,Core Yarn etc.

The Company is focused to achieve its rated capacity, supply qualityproducts by improving operational efficiency, undertaking upgradationprograms, adopting stringent cost control and reduction measures and

aggressively marketing of its products thereby aiming to substantiallyimprove its operational and financial performance in the forthcomingquarters.

Thanking you,

LN BANGURChairman and Managing Director(DIN 00012617)


Maharaja Shree

UMAID MILLS LIMITED NOTICE TO SHAREHOLDERS

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the 77th 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 Thursday, the 14th day of September, 2017 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, 2017 including the Audited Balance Sheet as at 31st March, 2017 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, 2017 including the Audited Balance Sheet as at 31st March, 2017 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 of the Company for the Financial Year 2017-18 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

a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of sections 196, 197, read with Schedule V, and other

applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any

statutory modifications or re-enactments thereof), and in terms of the applicable clauses of the

Articles of Association of the Company , the consent of the members of the Company be and is hereby

accorded to the re-appointment of Mr. Yogesh Bangur (DIN: 02018075) as Deputy Managing

Director of the Company for a period of 3 years with effect from 12th April, 2017 and liable to retire

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Maharaja Shree

UMAID MILLS LIMITED


by rotation on such remuneration and other terms and conditions set out in the Explanatory

Statement;

RESOLVED FURTHER THAT the Board of Directors and/or a Committee of the Board be and are

hereby authorized to alter and vary the terms and conditions of the appointment and/or agreement,

in such manner as may be mutually decided between the Board of Directors and Mr. Yogesh Bangur,

within the limits prescribed under Schedule V read with other applicable provisions of the

Companies Act, 2013 and to do all such acts, deeds and things to give effect to the above resolution.”


a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of sections 196, 197 read with Schedule V and other

applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any

statutory modifications or re-enactments thereof) and in terms of the applicable clauses of the Articles

of Association of the Company, the consent of the members of the Company be and is hereby

accorded to the re-appointment of Mr. Lakshmi Niwas Bangur (DIN: 00012617) as Chairman &

Managing Director of the Company for a further period of 3 years with effect from 11th August, 2017

on such remuneration and other terms and conditions set out in the Explanatory Statement;

RESOLVED FURTHER THAT the Board of Directors and/or a Committee of the Board be and are

hereby authorized to alter and vary the terms and conditions of the appointment and/or agreement,

in such manner as may be mutually decided between the Board of Directors and Mr. Lakshmi Niwas

Bangur, within the limits prescribed under Schedule V read with other applicable provisions of the

Companies Act, 2013 and to do all such acts, deeds and things to give effect to the above resolution.”


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

Records of the Textile Unit of the Company for the financial year ending March 31, 2018, be paid

a Consolidated Remuneration of Rs. 40,000/- (Rupees Forty Thousand only) plus applicable tax 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 severally

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 BoardFor MAHARAJA SHREE UMAID MILLS LTD.

Kolkata Pradip Kumar OjhaMay 27, 2017 COMPANY SECRETARY



Maharaja Shree

UMAID MILLS LIMITED

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 to 6 of Special Business to be transacted at the Meeting is annexedhereto and 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.

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, 2017 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 Friday, 8th

September, 2017 to Thursday, 14th September, 2017(both days inclusive) for the purpose of AnnualGeneral Meeting.


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UMAID MILLS LIMITED


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, 23, R N Mukherjee Road,Kolkata – 700 001 at [email protected].

15. Members are requested to bring their attendance slip duly completed and signed, to be handed over atthe 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 124 and 125 of the Companies Act, 2013, the Company has transferred on due datesthe Unclaimed/unpaid dividends upto financial year 2008-09 to the Investor Education and ProtectionFund (IEPF) established by the Central Government. Members who have not encashed the dividendwarrant(s), so far for the financial year ended March 31, 2010, 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 Authority (Accounting, Audit, Transfer and Refund)Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany on 27.09.2016 (date of the last Annual General Meeting) on the website of the Company atwww.msumindia.com and also on the website of the Ministry of Corporate Affairs.

18. Electronic copy of the Annual Report including Notice of the 77th Annual General Meeting of the Companyinter alia indicating the process and manner of e-voting along with attendance slip and Proxy Form are



Maharaja Shree

UMAID MILLS LIMITED

being 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 77th 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-mailaddress 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 77th 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 wouldnot 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 11th September, 2017 at 10.00 A.M. and ends on 13th

September, 2017 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 7th September, 2017, 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 datewould 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.


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UMAID MILLS LIMITED


(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.com andvoted on an earlier voting of any company, then your existing password is to be used.

(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.

(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.



Maharaja Shree

UMAID MILLS LIMITED

(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.

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 7th September, 2017. A person who is not amember 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 27th May, 2017 has appointed, Mr.Arun Kumar Maitra [Membership No: A3010], Partner of M/s Vinod Kothari & Company, PractisingCompany Secretaries as the Scrutinizer to scrutinize 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.


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(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, 2013Pursuant 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 to 6 of the accompanying Notice.

Item No. 4

Mr. Yogesh Bangur [DIN: 02018075] was appointed as the Whole time Director Designated as Director(Corporate Affairs & Strategy) for a term of 3 (three) years with effect from 12th April, 2014, which was approvedby the shareholders in the 74th Annual General Meeting held on 10th September, 2014. The said term hasexpired on 11th April, 2017.

The Board of Directors at the meeting held on 11th February, 2017, took a view that in order to facilitate propermanagement deliberations and also keeping in view to the potential size of business operations and in thebest interests of the Company it is desirable that Mr. Yogesh Bangur should be re-appointed as DeputyManaging Director for a further period of 3 years.

The Board of Directors of the Company other than Mr. Lakshmi Niwas Bangur, Mrs Alka Devi Bangur and Mr.Yogesh Bangur, in the said meeting held on 11th February, 2017, unanimously decided to re-appoint Mr.Yogesh Bangur as Deputy Managing Director with effect from 12th April, 2017 for a period of 3 (Three) years,subject to approval of the members in the ensuing Annual General Meeting.

The terms and conditions as to the remuneration of Mr. Yogesh Bangur for his reappointment as DeputyManaging Director, as recommended by the Nomination and Remuneration Committee are as follows;

I. Salary :Mr. Yogesh Bangur would be eligible to get an annual salary not exceeding Rs.12 Lacs (RupeesTwelve Lacs only) including all allowances and perquisites as may be applicable to the seniormanagement team members of the Company. His salary would be subject to periodic revision withinthe overall ceiling defined hereinabove.

II. Perquisites :a. Housing : Mr. Yogesh Bangur may be provided by Company the facility of residential

accommodation as per Company’s own convenience and availability.

b. Leave : Leave in accordance with the rules applicable to the managerial staff of the Company.

c. Such other benefits, amenities, facilities and perquisites as may be permitted by the Board ofDirectors to the post of Deputy Managing Director.


Maharaja Shree

UMAID MILLS LIMITED

III. Use of Company’s car for official purposes, cell phones, encashment of leave at the end of tenureand benefits applicable under the group insurance benefit’s scheme for employees and gratuity fundwill not be considered as perquisites.

IV. In the event of loss or inadequacy of profits in any financial year, the Deputy Managing Director shallbe paid remuneration by way of salary, allowances and perquisites as specified in points I and IIabove, but not exceeding the maximum limits laid down in Section II of Part II of Schedule V of theCompanies Act, 2013.

V. The appointment of 3 years may be terminated by either party giving three months’ notice in writingto other party.

VI. The Deputy Managing Director shall not be paid any sitting fees for attending the meetings of theBoard of Directors or Committees thereof.

Mr. Yogesh Bangur, Mr. Lakshmi Niwas Bangur and Mrs. Alka Devi Bangur and their relatives are interestedin the proposed resolution.

Other than the aforesaid, none of the Directors and Key Managerial Personnel of the Company and theirrelatives are, in any way, concerned or interested, financially or otherwise, in the Resolution as set out in itemno. 4 of the accompanying Notice.

The Board recommends the resolution set forth in item no. 4 for the approval of members as a SpecialResolution.

Item No. 5

Mr. Lakshmi Niwas Bangur [DIN: 00012617] was re-appointed as the Chairman & Managing Director of theCompany in the meeting of the Board held on 7th August, 2014 for a term of three years with effect from 11th

August, 2014, which was approved by the shareholders in the 74th Annual General Meeting held on 10th

September, 2014. The said term will get expired on 10th August, 2017.

Members of the Company are aware that Mr. Lakshmi Niwas Bangur as industrialist has vast experience inTextile as well as other businesses. Under his leaderdship, the Company has been registering steadyprogress and growing from strength to strength.

The Board of Directors at the meeting held on 27th May, 2017, took a view that in the context of the everincreasing competitive climate for the industry and in the best interests of the Company, it is desirable thatMr. Lakshmi Niwas Bangur should continue to lead the Company as its Chairman & Managing Director fora further period of 3 years. Accordingly, at the said Meeting the Board of Directors of the Company other thanMr. Lakshmi Niwas Bangur, Mrs Alka Devi Bangur and Mr. Yogesh Bangur unanimously decided to re-appointMr. L. N. Bangur as Chairman & Managing Director with effect from 11th August, 2017 for a period of 3 years,subject to approval of the members in the ensuing Annual General Meeting.

The terms and conditions as to the remuneration of Mr. Lakshmi Niwas Bangur for his reappointment asChairman & Managing Director, as recommended by the Nomination and Remuneration Committee are asfollows ;


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UMAID MILLS LIMITED


I. Salary : Mr. L N Bangur would be eligible to get an annual salary not exceeding Rupees One Croreincluding all allowances and perquisites excluding commission as may be applicable to the seniormanagement team members of the Company. His salary would be subject to periodic revision withinthe overall ceiling defined hereinabove by the Board of Directors from time to time.

II. Commission: Commission on net profits of the company in each year computed in accordance withSection 197 and 198 of the Companies Act, 2013 and other provisions of the Companies Act, 2013applicable if any, subject to such limit as may be determined by the Board in accordance with suchperformance parameters but shall not exceed an amount equal to the annual salary for the relevantyear.

III. Use of Company’s car for official purposes, cell phone, telephone / internet facility at residence,encashment of leave at the end of tenure and benefits applicable under the group insurance benefit’sscheme for employees, Contribution to Provident Fund and gratuity fund will not be considered asperquisites.

IV. In the event of loss or inadequacy of profits in any financial year, the Chairman & Managing Directorshall be paid remuneration by way of salary, allowances and perquisites as specified in points I andII above, but not exceeding the maximum limits laid down in Section II of Part II of Schedule V of theCompanies Act, 2013 or within such ceilings as may be prescribed under Schedule V of theCompanies Act, 2013 from time to time or the Companies Act, 2013 and as may be amended fromtime to time.

V. The Chairman and Managing Director shall not be paid any sitting fees for attending the meetingsof the Board of Directors or Committees thereof.

VI. The Chairman and Managing Director shall not be liable to retire by rotation.

VII. The re-appointment of three years may be determined by either party by giving three months’ noticein writing to the other party.

Mr. Lakshmi Niwas Bangur, Mrs. Alka Devi Bangur and Mr. Yogesh Bangur and their relatives are interestedin the proposed resolution.

Other than the aforesaid, none of the Directors and Key Managerial Personnel of the Company and theirrelatives are, in any way, concerned or interested, financially or otherwise, in the Resolution as set out in ItemNo.5 of the accompanying Notice.

The Board recommends the resolution set forth in Item No. 5 for the approval of members as a SpecialResolution.



Maharaja Shree

UMAID MILLS LIMITED

Item No. 6

The Board at their meeting held on May 27, 2017 subject to the approval of the Central Government, hasappointed M/s K. G. Goyal & Associates, Cost Accountants, Jaipur, who are eligible for appointment as CostAuditor in terms of section 141 read with section 148 of the Companies Act, 2013 as Cost Auditors to conductaudit of Cost Accounting Records of Textile Unit of the Company for the financial year ending on 31st March,2018 on a remuneration of Rs. 40,000/- (Rupees Forty Thousand only) plus applicable tax and exclusive ofout of pocket expenses incurred, if any, which shall be reimbursed separately.

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. 6of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March31, 2018.

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. 6, for the approval of members as an OrdinaryResolution.

By Order of the BoardFor MAHARAJA SHREE UMAID MILLS LTD.

Kolkata Pradip Kumar OjhaMay 27, 2017 COMPANY SECRETARY


15

Maharaja Shree

UMAID MILLS LIMITED



ANNEXURE – ‘A’Details of directors seeking appointment or re-appointment and /or fixation of their Remuneration

at the ensuing Annual General Meeting

(Pursuant to Secretarial Standard SS-2)

Mrs. Alka Devi Bangur(DIN: 00012894)

63 years / 28.11.1954

30.11.1996

Industrialist

MBA

Director Liable to Retire byrotation and eligible forreappointment.

N.A.

1. The Peria Karamalai Teaand Produce CompanyLimited.

2. Rupa & Company Ltd3. Apurva Export Pvt. Ltd4. The Marwar Textiles

(Agency) Private Limited5. Mugneeram Ramcoowar

Bangur Charitable &Religious Company

Mr. Yogesh Bangur(DIN: 02018075)

34 years / 08.11.1983

12.04.2011

Industrialist

MSC in Programme andProject

As per Item No. 4 of theexplanatory Statement to theNotice.

` 11.93 Lacs

1. Navjyoti CommodityManagement Services Ltd.

2. Placid Ltd.3. Iota Mtech Ltd.4. Eminence Harvest Pvt.

Ltd.5. LNB Renewable Energy

Pvt. Ltd.6. LNB Wind Energy Pvt. Ltd.7. Anantay Greenview Pvt.

Ltd.8. Parmarth Wind Energy

Pvt. Ltd.9. Janardan Wind Energy

Pvt. Ltd.10. Palimarwar Solar Project

Pvt. Ltd.11. Sarvay Greenhub Pvt. Ltd.12. Mahate Greenview Pvt.

Ltd.13. Amritpay Greenfield Pvt.

Ltd.

Mr. Lakshmi Niwas Bangur(DIN: 00012617)

68 years / 26.08.1949

11.08.2011

Industrialist

B.Com

As per Item No. 5 of theexplanatory Statement to theNotice.

` 93.01 Lacs

1. The SwadeshiCommercial CompanyLimited

2. The Peria Karamalai TeaAnd Produce CompanyLimited

3. M B Commercial Co Ltd4. Shree Krishna Agency

Limited5. The Marwar Textiles

(Agency) Private Limited6. Kiran Vyapar Limited7. The Kishore Trading

Company Limited8. The General Investment

Company Limited9. Placid Limited10. Mugneeram Ramcoowar

Bangur Charitable &Religious Company

Name of Director

Age / Date of Birth

Date of First Appointmenton the Board

Expertise in Specificfunctional areas

Qualifications

Terms and condition ofappointment / re-appointment

Remuneration last drawn bysuch person, if applicable

List of Outside directorshipheld excluding alternatedirectorship


Maharaja Shree

UMAID MILLS LIMITED NOTICE TO SHAREHOLDERS

Chairman / Member of theCommittees of the Board ofDirectors of the Company

Chairman / Member of theCommittees of the Board ofDirectors of othercompanies in which he/sheis a director

No. of Equity shares held inthe Company

Number of Board Meetingsattended during FY 2016-17

Relationship with otherDirectors, Manager andother Key ManagerialPersons of the Company

Chairman of StakeholdersRelationship Committee andMember of Audit Committee.

NIL

1255000

4 (Four)

Spouse of Mr. Lakshmi NiwasBangur, Chairman &Managing Director andMother of Mr. Yogesh Bangur,Deputy Managing Director.

14. Basbey Greenview P. Ltd.15. Pratapnay Greenfield

Pvt. Ltd.16. Mantray Greenpark Pvt.

Ltd.17. Sishiray Greenview Pvt.

Ltd.18. Magma Realty Pvt. Ltd.19. Mugneeram Ramcoowar

Bangur and Charitable &Religious Company.

Member of StakeholdersRelationship Committee

NIL

9095

5 (Five)

Son of Mr. Lakshmi NiwasBangur, Chairman &Managing Director and Mrs.Alka Devi Bangur, Director.

11. Apurva Export Pvt Ltd12. Amalgamated

Development Ltd13. LNB Real Estates Private

Limited14. Purnay Greenfield

Private Limited15. Sidhyayi Greenview

Private Limited16. LNB Solar Energy Private

Limited

Member of Nomination &Remuneration Committee

1. Chairman of StakeholderRelationship Committeeand Member ofNomination &RemunerationCommittee and AuditCommittee in The PeriaKaramalai Tea & ProduceCo. Ltd.

2. Chairman of AuditCommittee andNomination &RemunerationCommitteein Placid Ltd.

3. Member of StakeholderRelationship Committeeand Nomination &RemunerationCommittee and AuditCommittee in KiranVyapar Limited.

8500

4 (Four)

Spouse of Mrs. Alka DeviBangur, Director and Fatherof Mr. Yogesh Bangur,Deputy Managing Director.

17

Maharaja Shree

UMAID MILLS LIMITED



ROAD MAP OF VENUE OF 77TH ANNUAL GENERAL MEETING


Maharaja Shree

UMAID MILLS LIMITED

Dear Shareholders,

Your Directors have pleasure to present the77thAnnual Report together with the Audited FinancialStatements of the Company for the year ended on31st March 2017.

1. FINANCIAL RESULTS

The Financial Results are given hereunder:

DIRECTORS' REPORT

DIRECTORS' REPORT

Loss of Rs. 48.92 Crores and Net Loss of Rs.50.82 Crores in the year 2016-17 as againstCash Loss of Rs. 17.43 Crores and Net Loss ofRs. 34.87 Crores for the year 2015-16.

The key reasons for such adverse performancewere increase in cost of raw material withoutcorresponding increase in the Unit ValueRealisation (UVR) of finished goods, increasedcost of power, low capacity utilization levels withlow contribution product mix. Besides these,Non Performance of synthetic section ofspinning plant, Fabrics Process Plant, Labouravailability issues and high finance cost, alsoled to the losses.

The Company had taken several initiatives in FY2016-17, the impact of those initiatives will bereflected in the coming financial years. TheCompany has identified non performing sectionsof the Plant and decided to close the SyntheticSection of spinning plant and temporarily shutthe wider width fabric Process Plant. TheCompany is now focussing on its key strengths,that is Cotton yarn products and small widthfabrics. In the Poplin business, the company hasa strong market presence but faces competitionfrom the players in the unorganized sector. Withthe upcoming GST regime, we believe that GSTwill be a big boost to organized textile sectorplayers and for Composite Textile Mills likeours.

The Company, as a part of revival strategy istaking several measures including expansionin Open End capacity by utilising availablespare capacity of Blow room and preparatoryunit, upgradation of spinning machinery &humidification plant to increase productivity withbetter quality, reducing power costs thoughcaptive or contracted renewable power andfocussing on Capacity Enhancement of Valueadded products like Mercerized Yarn, Slub Yarn,Core Yarn etc.

During the year, the Company has raised Capitalthrough Rights Issue in March 2017. TheShareholders reposed full confidence in theCompany’s future prospects and the rights issuewas fully subscribed totalling Rs.51.84 croresincluding Share Premium. This funds raised will

Particulars

(` in Lacs)

Year Yearended on ended on

31.03.2017 31.03.2016

Total Revenue 44804 47787Gross Profit /(Loss)beforedepreciation & amortisationexpense and finance cost (1376) 951Finance Cost 3516 2694Cash Profit/(Loss) before (4892) (1743)depreciation & amortisationexpense and taxesDepreciation &Amortisation Expense 2038 1865Profit/(Loss) beforeExtraordinary Items (6930) (3608)Extraordinary &Exceptional Items - -Profit/(Loss) before taxes (6930) (3608)Provision for taxes (1848) (121)Profit/(Loss) after taxfor the period (5082) (3487)Balance brought forwardfrom previous year 3917 7404Profit available for appropriation (1165) 3917Appropriations:Proposed Dividend - -Tax on Proposed Dividend - -Transferred to General Reserve - -Balance carried to Balance Sheet (1165) 3917

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

During the year, the Company’s performancewas not satisfactory as turnover was down fromRs. 478 Crores in FY 2015-16 to Rs. 448 Croresin FY 2016-17. The Company incurred Cash

19

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

help in reducing debts of company and alsosupport the Plant upgradation program of theCompany.

The Company is focussed to achieve its ratedcapacity, supply quality products by improvingoperational efficiency, undertaking upgradationprogrammes, adopting stringent cost controland reduction measures and aggressivelymarketing of its products thereby aiming tosubstantially improve its operational andfinancial 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, 2017.

The Board has not proposed any transfer toreserve for the F.Y 2016-17.

4. SHARE CAPITAL

During the year under review, the Company hasincreased Authorised Capital from Rs.30,00,00,000/- (Rupees Thirty Crores Only)divided into 3,00,00,000 (Three Crores) EquityShares of Rs.10/- (Rupees Ten Only) each to Rs.50,00,00,000 (Rupees Fifty Crores Only) dividedinto 5,00,00,000/- (Five Crores ) Equity Sharesof Rs. 10/- (Rupees Ten Only) each by creationof additional 2,00,00,000 (Two Crores) EquityShares of Rs. 10/- (Rupees Ten Only) eachranking pari-passu in all respect with the existingEquity Shares of the Company.

During the year under review, the Company hasissued and allotted 1,72,80,000 Equity Sharesof Rs. 10/- each at an issue price of Rs. 30/- perequity share (including a premium of Rs. 20/-per equity share) aggregating up to Rs. 51.84Crore for cash, on a Rights basis vide BoardResolution dated 24th day of March, 2017. ThePaid up Equity Share Capital of the Company asat 31st March, 2017 is Rs. 43.20 Crores.

During the year under review, the Companyneither issued shares with differential votingrights nor granted any stock options or sweatequity as on 31st March, 2017.

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 2017 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 theland. Presently company’s petition ispending before the Honourable High Court ofRajasthan.

There have been delays by the Company infiling of certain disclosures under the SEBI(Substantial Acquisition of Shares andTakeovers) Regulations, 2011 and the SEBI(Prohibition of Insider Trading) Regulations,1992. The Company has suo moto proposed tosettle these non-compliance with SEBI by filinga settlement application in terms of the SEBI(Settlement of Administrative and CivilProceedings) Regulation, 2014. Acceptance ofthe Company’s proposal by SEBI in conclusionof the proceedings is awaited.

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 theprovisions of the Securities and Exchange Boardof India (Delisting of Equity Shares) Regulations,


Maharaja Shree

UMAID MILLS LIMITED

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.However, the said subsidiary has not started itsoperations 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 Statementof the Company consolidating financialstatement of its subsidiary company, which isforming part of the Annual Report. A statementcontaining salient features of the financialstatements of the subsidiary company in FormAOC-1 is also attached to the ConsolidatedFinancial Statement and forms part of the AnnualReport.

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 itsmeeting held on May 29, 2014. The Annual

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 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 is liable toretires by rotation at the ensuing AnnualGeneral Meeting and being eligible, offersherself for re-appointment as director liableto retire by rotation. The Board recommendher re-appointment at the ensuing AnnualGeneral Meeting.

Mr. Swapan Nath (DIN: 00806810) resignedas an Executive Director & CEO with effectfrom 1st October, 2016. The Board placeson record its warm appreciation for valuableguidance by him during his tenure.

B) DECLARATION BY INDEPENDENTDIRECTORS

The Company has received declarationfrom the Independent Director(s) of theCompany declaring that they meet thecriteria of independence as provided insub-section (6) of Section 149 of theCompanies 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 variousaspects 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.

DIRECTORS' REPORT

21

Maharaja Shree

UMAID MILLS LIMITED


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 understanding on riskscenarios faced by the Company, existence,sufficiency and appropriateness of policyon dealing with potential conflicts of interest,involvement of Board members in long –term strategic planning etc. Based on thesecriteria, the performance of the Board,various Board Committees, Chairman andIndividual Directors (including IndependentDirectors) was found 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. TheAgenda 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 met5(five) times viz., on May 30, 2016, August 9,

2016, November 9, 2016, February 11, 2017and March 24, 2017. The maximum intervalbetween any two meetings did not exceed 120days.

A separate meeting of Independent Directors ofthe Company has been also conducted onFebruary 11, 2017.

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 ofthe Committee

2. Mr. Amitav KothariIndependent Director – Member

3. Mrs. Alka Devi BangurNon Executive Director - Member

The Company Secretary acts as theSecretary of the Committee.

During the year under review, theCommittee met 4(four) times viz., on May30, 2016, August 9, 2016, November 9,2016 and February 11, 2017. The maximuminterval between any two meetings did notexceed 120 days.

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

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:

DIRECTORS' REPORT


Maharaja Shree

UMAID MILLS LIMITED

1. Mrs. Alka Devi BangurNon Executive Director - Chairman

2. Mr. Yogesh BangurExecutive Director – Member

3. Mr. Rajiv KapasiIndependent Director - Member

During the year under review, theCommittee met 4(four) times viz., on May30, 2016, August 9, 2016, November 9,2016 and February 11, 2017. 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 May30, 2016 and February 11, 2017.

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

D) CORPORATE SOCIAL RESPONSIBILITYCOMMITTEE

The Corporate Social ResponsibilityCommittee of the Company comprises oftwo Executive Directors and oneIndependent Director. The details are shownbelow:

1. Mr. LN BangurExecutive Director – Chairman

2. Mr. Yogesh BangurExecutive Director – Member

3. Mr. Amitav Kothari,Independent Director –Member

During the year under review, the Committeemet on May 30, 2016.

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return for the FinancialYear ended on March 31, 2017 in Form No. MGT– 9 is enclosed as Annexure ‘D’ of this Report.

16. RISK MANAGEMENT

The Company has in place a mechanism toidentify, assess, monitor and mitigate variousrisks that may impact key business objectives ofthe Company.

Major risks identified by the businesses andfunctions are systematically addressed throughmitigating actions on a continuing basis. Theseare discussed at the meetings of the AuditCommittee and the Board of Directors of theCompany. As on the date of the Report, theBoard has not identified any risks which maythreaten the existence of the Company.

17. INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY

The Company has laid adequate internalfinancial controls, commensurate with thenature, scale and complexity of its operations, inview of the following:

i. Systems have been laid to ensure that alltransactions are executed in accordancewith management’s general and specificauthorization. There are well-laid manualsfor such general or specific authorisation.

ii. Systems and procedures exist to ensurethat all transactions are recorded asnecessary to permit preparation of financialstatements in conformity with generallyaccepted accounting principles or any othercriteria applicable to such statements, andto maintain accountability for aspects andthe timely preparation of reliable financialinformation.

DIRECTORS' REPORT

23

Maharaja Shree

UMAID MILLS LIMITED


iii. Access to assets is permitted only inaccordance with management’s generaland specific authorization. No assets of theCompany are allowed to be used forpersonal purposes, except in accordancewith terms of employment or except asspecifically permitted.

iv. The existing assets of the Company areverified/checked at reasonable intervalsand appropriate action is taken with respectto any differences, if any.

v. Proper Systems are in place for preventionand detection of frauds and errors and forensuring adherence to the Company’spolicies.

The internal auditor monitors and evaluates theefficacy and adequacy of the internal controlsystems in the Company. Based on the report ofthe internal auditor, respective departmentsundertake corrective action in their respectiveareas and thereby strengthen the controls.Significant audit observations and correctiveactions thereon are presented to the AuditCommittee.

18. DETAILS OF ESTABLISHMENT OF VIGILMECHANISM FOR DIRECTORS ANDEMPLOYEES

The Board of Directors of the Company hasestablished a Vigil Mechanism for directors andemployees and adopted the Whistle BlowerPolicy in terms of Section 177 of the CompaniesAct, 2013 to report concerns about unethicalbehaviour, wrongful conduct and violation ofCompany’s Code of conduct or ethics policy.The Whistle Blower Policy has also been postedon the website of the Company atwww.msumindia.com.

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 80th Annual 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 withthe 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 2017-18.

22. AUDITORS’ REPORT

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

DIRECTORS' REPORT


Maharaja Shree

UMAID MILLS LIMITED DIRECTORS' REPORT

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 theCompany in respect of Textile Unit are requiredto be audited. 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 2017-18 ona consolidated remuneration of Rs. 40,000/-(excluding applicable taxes).As required under the Companies Act, 2013, theremuneration payable to the Cost Auditor isrequired to be placed before members in theensuing Annual General Meeting for theirratification. Accordingly a resolution seekingmember’s ratification for the remunerationpayable to K G Goyal & Associates, Cost Auditors,is included in the notice convening AnnualGeneral Meeting of the Company.

24. SECRETARIAL AUDIT REPORTPursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Board of Directorsof the Company has appointed M/s Vinod Kothari& Company, Practising Company Secretaries,(UIN No. P1996WB042300) to conduct theSecretarial Audit and their Report on Company’sSecretarial Audit for the Financial Year 2016-17, is appended to this Report as Annexure ‘E’.

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 STATEMENTTo 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, 2017, 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, 2017andof 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 are operating effectively;and

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

25

Maharaja Shree

UMAID MILLS LIMITED


to 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.

For and on behalf of the Board

Kolkata LN Bangur

May 27,2017 Chairman & Managing Director

DIN : 00012617

DIRECTORS' REPORT


Maharaja Shree


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, 2017.

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:

Installed and charged the new power evacuation system on 132 kv voltage level to savetransmission and transformation losses. 2.6 kms 132 kv underground copper cable is laid and

most efficient 2 Nos. 10/12.5 MVA Transformers are installed and being operated on 50-55%loading to have maximum possible energy efficiency.

Old Spindles of Ring Frame Machines are replaced with latest technological updated Spindlesto save energy.

3000 Nos. conventional Tube Lights and 100 Nos. Street Lights are replaced with LEDs to saveenergy.

Old low efficient Motors are being replaced with IE3 Efficiency Motors to save energy withincreased productivity.

VFDs are being installed on all high power consuming motors including Waste CollectionSystems.

Humidification Plants are being upgraded considering power saving and efficiency increase.

Contract for saving of compressed air consumption is assigned to an independent expert

agency with target of minimum saving of 1000 cfm. Audit has been completed and implementationwork is under execution which is expected to complete by September, 2017.

Apart from the above, activity related to recovery of condensate, replacement of old piping of steam,compressed air and condensate water, installation of VFDs etc. are continuous ongoing work whichis being executed for energy saving process improvement.

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

Company is planning to install 2.5 MW Solar Power Plant at Pali for its Captive Power Requirement

as Green Energy Initiative.

(iii) The capital investment on energy conservation equipments including cost of new powerevacuation system on 132 KV: `̀̀̀̀ 1420.97 lacs

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

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

The Company is having plans to update the technology of the equipment by continued furthermodernization including installation of value added technology of Core Yarn, Slub Yarn and

Eli-Twist Yarn.

27

Maharaja Shree

UMAID MILLS LIMITED


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

After switching to 132 kv power supply, the power cost per unit is reduced by almost 30 paisa

per unit and also saved approx. 1.30% transmission loss.

Power consumption is reduced by almost 8-10% due to replacement of Spindles and Motors.Additionally, LEDs saved almost 50% power of lighting load.

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; NIL

(d) if not fully absorbed, areas where absorptionhas 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 economic

considerations. During the year, the Company has exports (FOB value) worth ` 9554.64 lacs.

(ii) Total foreign exchange Earned and Used:

(a) Foreign exchange earnings (FOB) ` 9554.64 Lacs

(b) Foreign exchange outgo ` 453.84 Lacs

DIRECTORS' REPORT


Maharaja Shree


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 Company is alreadyengaged in various activities which qualify to be in the nature of CSR activity as defined in the 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 CentralGovernment ;

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 which

are approved by the Central Government etc.

Not with standing 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, 2013 to 2016

` (1548.24) Lacs.

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

NIL

5. Details of CSR spent during the financial year

29

Maharaja Shree

UMAID MILLS LIMITED


(a) Total amount to be spent for the financial year : NIL

(b) Amount unspent, if any: NIL

(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 was not required to spent any amount on CSR during the Financial Year 2016-17.

However, the Company has spent ` 3.11 Lacs towards CSR during the year under review towardsprescribed CSR expenditure for previous years.

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 CSR

Policy, is in compliance with CSR objectives and Policy of the Company.

LN Bangur

Kolkata Chairman of CSR Committee

May 27, 2017 DIN 00012617

DIRECTORS' REPORT


Maharaja Shree


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.

31

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

3.2 Transparency: The process of remuneration management shall be transparent, conducted ingood faith 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 ona sustainable 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;


Maharaja Shree


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.

33

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

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)

TThe 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


Maharaja Shree


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 This Policy as framed by the Committee shall be recommended to the Board of Directors for itsapproval.

9.2 The Policy shall form part of Director’s Report as required under Section 178(4) of the CompaniesAct, 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.

35

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

Annexure DFORM NO. MGT - 9

EXTRACT OF ANNUAL RETURNas on financial year ended on 31.03.2017

[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 - 700017

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: 23,R N Mukherjee Road, 5th 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 97.48%

2 Generation and sale of wind power NA 2.52%

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 77.09 2(46)

2 MSUM Texfab Ltd U51109WB2007PLC120132 Subsidiary 100 2(87)


Maharaja Shree

UMAID MILLS LIMITED DIRECTORS' REPORTIV

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Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORTA

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39

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

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

Shareholding at thebeginning of the year [As

on Apr 1, 2016] andShareholding at the end ofyear [As on Mar 31, 2017]

CumulativeShareholding during theyear (from Apr 1, 2016

to Mar 31, 2017)

No. ofshares

% of totalshares of the

company

No. ofshares


company

NameS.No.

1 THE GENERAL INVESTMENT CO.LTD.01-04-2016 122400 0.4722-24.03.2017-Acquisition through Rights Issue 81600 0.1889 204000 0.472231-03-2017 204000 0.4722 204000 0.4722

2 LAKSHMI NIWAS BANGUR (HUF) .01-04-2016 4623 0.0178-24.03.2017-Acquisition through Rights Issue 3082 0.0071 7705 0.017831-03-2017 7705 0.0178 7705 0.0178

3 M B COMMERCIAL CO LTD01-04-2016 2820000 10.8796-24.03.2017-Acquisition through Rights Issue 200 0.0005 2820200 6.528231-03-2017 2820200 6.5282 2820200 6.5282

4 PLACID LIMITED01-04-2016 17809929 68.7111-24.03.2017-Acquisition through Rights Issue 15492040 35.8612 33301969 77.087931-03-2017 33301969 77.0879 33301969 77.0879

5 THE KISHORE TRADING COMPANY LIMITED01-04-2016 1220400 4.7083-24.03.2017-Acquisition through Rights Issue 813600 1.8833 2034000 4.708331-03-2017 2034000 4.7083 2034000 4.7083

6 APURVA EXPORT PVT LTD01-04-2016 540000 2.083331-03-2017 540000 1.2500 540000 1.2500

7 AMALGAMATED DEVELOPMENT LIMITED01-04-2016 1652000 6.3735-24.03.2017-Acquisition through Rights Issue 9333 0.0216 1661333 3.845731-03-2017 1661333 3.8457 1661333 3.8457

8 SHREE KRISHNA AGENCY LTD01-04-2016 303000 1.1690-24.03.2017-Acquisition through Rights Issue 202000 0.4676 505000 1.169031-03-2017 505000 1.1690 505000 1.1690


Maharaja Shree





to Mar 31, 2017)

No. ofshares


company

No. ofshares


company

NameS.No.

9 ALKA DEVI BANGUR01-04-2016 753000 2.9051-24.03.2017-Acquisition through Rights Issue 502000 1.1620 1255000 2.905131-03-2017 1255000 2.9051 1255000 2.9051

10 LAKSHMI NIWAS BANGUR01-04-2016 5457 0.0211-24.03.2017-Acquisition through Rights Issue 3638 0.0084 9095 0.021131-03-2017 9095 0.0211 9095 0.0211

11 SHREEYASH BANGUR01-04-2016 3000 0.0116-24.03.2017-Acquisition through Rights Issue 2000 0.0046 5000 0.011631-03-2017 5000 0.0116 5000 0.0116

12 YOGESH BANGUR01-04-2016 5100 0.0197-24.03.2017-Acquisition through Rights Issue 3400 0.0079 8500 0.019731-03-2017 8500 0.0197 8500 0.0197

41

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

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




to Mar 31, 2017)

No. ofshares


company

No. ofshares


company

NameS.No.

1 NAGREEKA SYNTHETICS PRIVATE LIMITED *01-04-2016 6000 0.0231-24.03.2017-Acquisition through Rights Issue 4097 0.0095 10097 0.023431-03-2017 10097 0.0234 10097 0.0234

2 GOBIND RAM01-04-2016 6000 0.023131-03-2017 6000 0.0139 6000 0.0139

3 SHARAD KANAYALAL SHAH01-04-2016 10000 0.038624.03.2017-Acquisition through Rights Issue 6808 0.0158 16808 0.038931-03-2017 16808 0.0389 16808 0.0389

4 DINESH CHOWDHARY . *01-04-2016 6000 0.023124.03.2017-Acquisition through Rights Issue 4097 0.0095 10097 0.023431-03-2017 10097 0.0234 10097 0.0234

5 DARSHANA SARAIYA01-04-2016 7627 0.029424.03.2017-Acquisition through Rights Issue 5208 0.0121 12835 0.029731-03-2017 12835 0.0297 12835 0.0297

6 RAMAKANT KASAT01-04-2016 6000 0.023131-03-2017 6000 0.0139 6000 0.0139

7 DINESH NUWAL #01-04-2016 7500 0.028931-03-2017 7500 0.0174 7500 0.0174

8 BACHH RAJ NAHAR01-04-2016 6800 0.0262-24.03.2017-Acquisition through Rights Issue 4643 0.0107 11443 0.026531-03-2017 11443 0.0265 11443 0.0265

9 TARUNA KUMARI *01-04-2016 6000 0.0231-24.03.2017-Acquisition through Rights Issue 4097 0.0095 10097 0.023431-03-2017 10097 0.0234 10097 0.0234


Maharaja Shree





to Mar 31, 2017)

No. ofshares


company

No. ofshares


company

NameS.No.

10 NEERU01-04-2016 10000 0.0386-24.03.2017-Acquisition through Rights Issue 6828 0.0158 16828 0.039031-03-2017 16828 0.0390 16828 0.0390

11 PUNITA01-04-2016 10000 0.0386-24.03.2017-Acquisition through Rights Issue 6828 0.0158 16828 0.039031-03-2017 16828 0.0390 16828 0.0390

12 DEEPAK BHAI P SAVANI #01-04-2016 7230 0.027931-03-2017 7230 0.0167 7230 0.0167

13 SHABBEER .01-04-2016 11669 0.045031-03-2017 11669 0.0270 11669 0.0270

14 Mr.N. GOVINDAN #01-04-2016 7200 0.027831-03-2017 7200 0.0167 7200 0.0167

15 Mr.OM PRAKASH01-04-2016 12000 0.046331-03-2017 12000 0.0278 12000 0.0278

* Not in the list of Top 10 shareholders as on 01/04/2016 The same has been reflected above since the shareholder wasone of the Top 10 shareholders as on 31/03/2017.

# Ceased to be in the list of Top 10 shareholders as on 31/03/2017. The same is reflected above since the shareholderwas one of the Top 10 shareholders as on 01/04/2016.

43

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

v) Shareholding of Director and Key Managerial Person




to Mar 31, 2017)

No. ofshares


company

No. ofshares


company

For Each of the Directors and KMPS.No.

1 LAKSHMI NIWAS BANGUR01-04-2016 5457 0.0211-24.03.2017-Acquisition through Rights Issue 3638 0.0084 9095 0.021131-03-2017 9095 0.0211 9095 0.0211

2 ALKA DEVI BANGUR01-04-2016 753000 2.9051-24.03.2017-Acquisition through Rights Issue 502000 1.1620 1255000 2.905131-03-2017 1255000 2.9051 1255000 2.9051

3 YOGESH BANGUR01-04-2016 5100 0.0197-24.03.2017-Acquisition through Rights Issue 3400 0.0079 8500 0.019731-03-2017 8500 0.0197 8500 0.0197

4 AMITAV KOTHARI01-04-2016 — — — —31-03-2017 — — — —

5 CHANDRAVADAN DESAI01-04-2016 — — — —31-03-2017 — — — —

6 RAJIV KAPASI01-04-2016 — — — —31-03-2017 — — — —

7 PRADIP KUMAR OJHA01-04-2016 — — — —31-03-2017 — — — —

8 PRABHAT SINGHEE01-04-2016 — — — —31-03-2017 — — — —


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 yeari) Principal Amount 22,612.89 13,495.19 - 36,108.08ii) Interest due but not paid - 105.95 - 105.95iii) Interest accrued but not due - 244.14 - 244.14Total (i+ii+iii) 22,612.89 13,845.28 - 36,458.17Change in Indebtedness during the financial year* Addition - 10,162.98 - 10,162.98* Reduction 5,801.22 3,482.14 - 9,283.36Net Change -5,801.22 6,680.84 - 879.62Indebtedness at the end of the financial yeari) Principal Amount 16,811.67 19,958.50 - 36,770.17ii) Interest due but not paid - 343.93 - 343.93iii) Interest accrued but not due - 223.69 - 223.69 Total (i+ii+iii) 16,811.67 20,526.12 - 37,337.79

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/ManagerNo Mr. LN Bangur Mr. Yogesh Mr .Swapan Nath Total

Chairman Bangur -Chief Amount& Managing Deputy Managing Executive

Director Director Officer & CEO1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 93.01 11.10 94.09 198.20(b) Value of perquisites u/s17(2)Income-tax Act, 1961 - 0.83 - 0.83(c) Profits in lieu of salary undersection17 (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 11.93 94.09 199.03Ceiling as per the Act 241.26 241.26 241.26 723.78

DIRECTORS' REPORT

Note: 1. Mr. Swapan Nath resigned as Executive Director & CEO w.e.f. 01-10-2016

45

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

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 TotalName Mr. Mr. Mr. Prabhat

Swapan Nath P.K.Ojha Singhee1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 94.09 19.08 - 113.17(b) Value of perquisites u/s17(2) Income-tax Act, 1961 - - - -(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 - - 16.07 16.07Total 94.09 19.08 16.07 129.24

Note: 1. Mr. Swapan Nath resigned as Executice Director & CEO w.e.f. 01-10-2016

S. Particulars of Name of Directors TotalNo. Remuneration Amount

Mr. Amitav Mr. C V Mr. R. Mrs. AlkaKothari Desai Kapasi Devi Bangur

1 Independent DirectorsFee for attending board committee meetings 1.80 0.80 2.60 - 5.20Commission - - - - -Others, please specify - - - - -Total (1) 1.80 0.80 2.60 - 5.20

2 Other Non-Executive Directors· Fee for attending board committee meetings - - - 2.40 2.40· Commission - - - - -· Others, please specify - - - - -Total (2) - - - 2.40 2.40Total (B)=(1+2) 1.80 0.80 2.60 2.40 7.60Total Managerial remuneration 206.63Overall Ceiling as per the Act 723.78


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

47

Maharaja Shree

UMAID MILLS LIMITED


Annexure EForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE PERIOD FROM APRIL 1, 2016 TO MARCH 31, 2017

[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 theadherence to good corporate practices by Maharaja Shree Umaid Mills Limited (hereinafter called “theCompany”). 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 otherrecords maintained by the Company as (per in Annexure- A1, hereinafter referred to as “Books and Papers”)

and also the information provided by the Company, its officers, agents and authorized representatives duringthe conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the periodcovered by our audit, that is to say, from April 01, 2016 to March 31, 2017 (hereinafter referred to as “Audit

Period”), complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanismin place to the extent, in the manner and subject to the reporting made

hereinafter:

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

provisions of:

1) The Companies Act, 2013 (“the Act”) and the rules made thereunder;

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

3) 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;

4) Laws specifically applicable to the industry to which the Company belongs, as identified by the

management, that is to say:

a. Textile (Development and Regulation) Order, 2001;

We have also examined compliance with the applicable clauses of theSecretarial Standards 1 and 2 issuedby the Institute of Company Secretaries of India;

We report that during the Audit Period, the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, etc. mentioned above.

DIRECTORS' REPORT


Maharaja Shree

UMAID MILLS LIMITED

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 ontest 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;

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

rules and regulation and happening of events etc;

5. 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;

6. 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 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 thattook place during the Period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation at the

meeting.

Majority decision is carried through while dissenting members’ views were not required to be captured and

recorded as part of the minutes as there were no such instance.

We further report that:Based on the information provided by the Company during the conduct of the audit and also on the reviewof quarterly compliance reports by Company Secretary taken on record by the Board of Directors of theCompany, in our opinion, adequate systems and processes and control mechanisms exist in the Company

to monitor and ensure compliance with applicable other general laws.

We further report that during the Audit Period, the Company has not incurred any specific event that canhave a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations,

guidelines, standards, etc., except as follows:

a) Rights Issue of Equity Shares:During the Audit Period, the Company has made an issue and allotment of 1,72,80,000 Rights EquityShares of INR 10/- each at a price of INR 30/- per equity share (including premium of INR 20/-)per

DIRECTORS' REPORT

49

Maharaja Shree

UMAID MILLS LIMITED


DIRECTORS' REPORT

equity share amounting to INR 51,84,00,000/- (Rupees Fifty One Crores Eighty Four Lacs only), as

fully paid up Equity Share, to the shareholders.

b) Increase in the Authorised Share Capital:During the Audit Period, the approval of the Shareholders was sought by means of Postal Ballot(including e-voting) for increasing the Authorised Capital of the Company from INR 30 Croresdivided into 3,00,00,000 equity shares of INR 10/- each to INR 50 Crores divided into 5,00,00,000

equity shares of INR 10/- each and consequently amending Clause V of its Memorandum ofAssociation.

Place: Mumbai For Vinod Kothari & CompanyDate: May 22, 2017 Practising Company Secretaries

Vinita NairPartner

Membership No.: A31669C P No.: 11902

ANNEXURE – I

LIST OF DOCUMENTS

1. Corporate Matters

1.1 Minutes books of the following meetings 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& Committee Meeting along with Notices;

1.3 Annual Report for the Financial year 2015-2016;

1.4 Memorandum and Articles of Association;

1.5 Disclosures under the Act;

1.6 Policies framed under the Act ;

1.7 Register maintained under the Act;

1.8 Forms and returns filed with the Registrar of Companies;


Maharaja Shree

UMAID MILLS LIMITED

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

AUDITORS' REPORT

Report on the Standalone Financial StatementsWe have audited the accompanying Standalonefinancial statements of Maharaja Shree Umaid MillsLtd. (“the Company”), which comprise the BalanceSheet as at 31st March, 2017, 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 FinancialStatementsThe 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.

OpinionIn 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 31stMarch, 2017, and its loss and its cash flows for theyear ended on that date.

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 the

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Maharaja Shree

UMAID MILLS LIMITED


For Singhi & Co.Chartered Accountants

(Firm Reg. No. 302049E)

B. K. SipaniPlace : Kolkata PartnerDate : May 27, 2017 Membership No. 088926

AUDITORS' REPORT

matters 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.

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 ofthe 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,2017 taken on record by the Board ofDirectors, none of the directors isdisqualified as on 31st March, 2017 frombeing appointed as a director in terms ofSection 164 (2) of the 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.

d. The Company has provided requisitedisclosures in Note No. 40 to thesestandalone financial statements as toholding of Specified Bank Notes onNovember 8, 2016 and December 30,2016 as well as dealing in SpecifiedBank Notes during the period fromNovember 8, 2016 to December 30,2016. Based on our audit proceduresand relying on the managementrepresentation regarding the holdingand nature of cash transactions,including Specified Bank Notes, wereport that these disclosures are inaccordance with the book of accountsmaintained 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 intervalas per phrased manner programme of theCompany. Accordingly no physicalverifications was conducted during the year.

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 anyloan, 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 lacs)

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 449.68 Commissioner of Assessment Yearexpenses and valuation for calculation Income tax (Appeal), 2011-12 andof Long term Capital Gain Jaipur 2013-14

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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 28.08 Apex Court 2014-15of Goods into Local Areas of materialsAct, 1999

The Rajasthan Value Added Differential demand for tax and 16.30 Rajasthan Tax Board, 2006-07 toTax Act, 2003 interest thereon Ajmer 2010-11

The Rajasthan Value Added Input VAT Credit reversal 1534.62 Rajasthan Tax Board, 2009-10 toTax Act, 2003 Ajmer 2012-13

The Rajasthan Value Added Input VAT Credit reversal 523.59 D.C. (Appeals), 2013-14 toTax Act, 2003 Jodhpur 2014-15

(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 applicable.





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, 2017 inconjunction with our audit of the standalone financialstatements of the Company for the year ended onthat date.

Management’s Responsibility for Internal FinancialControlsThe 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.

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 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 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 authorization of

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management and directors of the company ; and (3)provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use,or disposition of the company’s assets that couldhave a material effect on the financial statements.

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 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, 2017, 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.


Maharaja Shree

UMAID MILLS LIMITEDSTANDALONE FINANCIAL

STATEMENTS

BALANCE SHEET AS AT MARCH 31, 2017Note As at

March 31, 2016As at

March 31, 2017

( ` in Lacs)

EQUITY AND LIABILITIES Shareholders’ Funds

Share Capital 2 4320.00 2592.00Reserves & Surplus 3 9448.34 11074.17

13768.34 13666.17 Non-current Liabilities

Long-term Borrowings 4 19681.53 18141.69Deferred Tax Liability (Net) 5 654.71 2503.05Other Long Term Liabilities 9 229.51 195.23Long-term Provisions 6 82.56 97.12

20648.31 20937.09Current LiabilitiesShort-term Borrowings 7 12577.24 13454.96Trade Payables 8- Total outstanding dues to micro enterprises and small enterprises - -- Total outstanding dues to other than micro enterprises and small enterprises 2062.40 2622.45Other Current Liabilities 9 6418.92 6033.33Short-term Provisions 6 1072.60 1052.51

22131.16 23163.25TOTAL 56547.81 57766.51

ASSETSNon-current AssetsFixed Assets 10

Tangible Assets 33888.37 33414.46Intangible Assets 52.83 84.61Capital Work-in-Progress 835.20 2285.92

34776.40 35784.99Non-current Investments 11 5.00 5.00Long-term Loans and Advances 12 2973.76 3079.51

37755.16 38869.50 Current Assets

Inventories 13 7198.03 6155.86Trade Receivable 14 4984.41 6938.08Cash & Bank Balance 15 669.56 404.83Short-term Loans and advances 16 5867.65 5357.60Other Current Assets 17 73.00 40.64

18792.65 18897.01TOTAL 56547.81 57766.51Contingent Liabilities and Commitments 18Summary of significant accounting policies 1Other notes on accounts 27 to 41

LN Bangur Chairman & ManagingDirector

Yogesh Bangur Dy. Manging Director

Prabhat Singhee Chief Financial OfficerPradip Kumar OjhaCompany Secretary

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

B. K. SipaniPartner

Membership No. 88926Place: Kolkata,Date: 27th May, 2017

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

(DIN 00012617)

(DIN 02018075)

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Maharaja Shree

UMAID MILLS LIMITED


STANDALONE FINANCIALSTATEMENTS

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON MARCH 31, 2017

2016-17 2015-16Note

( ` in Lacs)

INCOME

Revenue from Operations 19 44202.83 46866.59

Other Income 20 601.22 920.52

I. Total Revenue 44804.05 47787.11

EXPENSES

Cost of materials consumed 21 30374.46 30011.60

Purchase of Traded Goods 570.80 395.51

Changes in inventories of finished goods, WIP and Traded 22 (1,182.28) (860.19)

Employee benefits expense 23 5785.55 5987.71

Finance costs 24 3516.07 2693.95

Depreciation and amortization 10 2038.55 1865.25

Other Expenses 25 10631.07 11301.03

II. Total expenses 51734.22 51394.86

PROFIT/ (LOSS) BEFORE TAX (6,930.17) (3607.75)

Income Tax adjustment for Earlier Years (Net) - 130.29

Deferred Tax expenses / (charge) 5 (1848.34) (251.69)

NET PROFIT / (LOSS) FOR THE YEAR (5,081.83) (3486.35)

EARNINGS PER EQUITY SHARE OF RS. 10 EACH

Basic and Diluted 26 (19.32) (13.45)

Summary of significant accounting policies and

other notes on financial statements 27 to 41





B. K. SipaniPartner



(DIN 00012617)

(DIN 02018075)


Maharaja Shree


STATEMENTS

CASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31, 2017( ` in Lacs)

2016-17 2015-16

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax and extraordinary items (6,930.17) (3,607.75)Adjustments for :Depreciation 2,038.55 1,865.25Interest income (81.17) (159.14)Interest paid (net) 3,516.07 2,693.95Profit on sale of fixed assets (104.52) (44.79)Expenses incurred for increase in authorized Share Capital 15.00 -Interest Subsidy relating to earlier years - (214.18)

5383.93 4141.08Operating Profit before Working Capital Changes (1546.24) 533.34Trade and other receivables 1,478.60 (2,755.17)Inventories (1,042.17) 3,832.77Trade and other payables (374.35) 62.08 1,291.42 2369.02Cash Generated from Operations (1484.16) 2902.36Direct taxes paid (41.57) (55.03)Net Cash Flow from (used in) Operating Activities (1,525.73) 2,847.32

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (965.48) (3,130.22)Sale of fixed assets 138.85 511.13Movement in Term Deposit 33.43 5.64Income from Investments 96.45 145.45Net cash used in investing activities (696.75) (2,468.00)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long-term borrowing 14,076.22 4,055.88Proceeds from Short-term borrowing 16,745.00 3,991.45Repayment of Long-term borrowing (12,536.40) (4,214.06)Repayment of Short-term borrowing (17,622.72) (1,101.62)Finance Costs (net of TUFS subsidy and interest capitalised) (3,298.53) (3,044.16)Proceeds from Right issue of Shares 5,184.00 -Expenses incurred for increase in authorized Share Capital (15.00) -Net cash flow from (used in) financing activities 2532.57 (312.50)Net increase in Cash and Cash Equivalents 310.09 66.82Cash and cash equivalents(Opening Balance) 327.15 260.33Cash and cash equivalents (Closing Balance) (Refer Note 15) 637.24 327.15Note : Figures in bracket represent cash outflows





B. K. SipaniPartner


In terms of our Report of even date attached.

(DIN 00012617)

(DIN 02018075)

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Note 1. SIGNIFICANT ACCOUNTING POLICIES

A. Nature of OperationsThe Company is a manufacturer of cotton yarn,cotton polyester blended yarn,polyester/viscoseyarn,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 other 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. 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.

D. 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.

E. 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.

(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.


Maharaja Shree


STATEMENTS

F. 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.

G. 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.

H. 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.

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.

I. 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

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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.

J. 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.

K. 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.

L. 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 tobe 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.

M. 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.


Maharaja Shree

UMAID MILLS LIMITED

N. 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 fromthe relevant 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 depreciationis charged on that asset. The deferred income is disclosed under Reserves and Surplus in thebalance sheet pending its apportionment to Statement of Profit and Loss.

O. 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 balancesheet 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.

P. 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.

Q. 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.

R. 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 the


63

Maharaja Shree

UMAID MILLS LIMITED


lease 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.

S. 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 and the same is reviewed at each balance sheet.

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 income tax during the specified period. In the yearin which MAT 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 income tax during the specified period.

T. 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.

U. 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, 2016As at

March 31, 2017

Authorised

5,00,00,000 5,000.00 3000.00

(Previous year 3,00,00,000) Equity Shares of Rs. 10/- each. 5,000.00 3000.00

Issued,Subscribed and Paid Up

174,40,000 1,744.00 16.00

(Previous year 160,000) Equity Shares of Rs. 10/- each.

257,60,000

( Previous year 257,60,000) Equity Shares of Rs.10/- each 2,576.00 2576.00

issued as Bonus Shares out of Reserves

TOTAL 4,320.00 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, 2017 March 31, 2016

% No. of shares % No. of shares

Placid Ltd. (Holding Company) 77.09 3,33,01,969 68.71 1,78,09,929

M.B. Commercial Co. Ltd. 6.53 28,20,200 10.88 28,20,000

Amalgamated Development Ltd. 3.85 16,61,333 6.37 16,52,000

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

Particulars As at As atMarch 31, 2017 March 31, 2016

No. of shares No. of shares

Number of shares at the beginning 25,920,000 25,920,000

Add: Right shares issue during the year 17,280,000 -

Equity shares at the end of the year 43,200,000 25,920,000

Terms, rights and preferences attached to equity sharesEach 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 2,57,60,000 bonus shares.

( ` in Lacs)

65

Maharaja Shree

UMAID MILLS LIMITED



As atMarch 31, 2016

As atMarch 31, 2017NOTE 3 : RESERVES & SURPLUS

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

Mar 31,2017 Mar 31,2016 Mar 31,2017 Mar 31,2016( `̀̀̀̀ In lacs) (` In lacs) (`̀̀̀̀ In lacs) (` In lacs)

(i) Secured :Term Loans- from Banks 6,621.73 11,081.89 4,511.40 4,511.43

(ii) Unsecured :Inter Corporate Deposits from related parties 13,059.80 7,059.80 - -

Total 19,681.53 18,141.69 4,511.40 4,511.43 Less: Disclosed under the head - - (4,511.40) (4,511.43) “Other Current Liabilities”

TOTAL 19,681.53 18,141.69 - -

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 paripassu with all participating term and working capital lenders.

( ` in Lacs)

Revaluation Reserve

Balance as per last Financial Statements 6656.14 6656.14

Capital Reserve


General Reserve


Securities Premium Reserve

Balance as per last Financial Statements - -

Add: on issue of right shares during the year 3,456.00 -

3,456.00 -

Surplus - Balance in Statement of Profit & Loss

Balance as per last Financial Statements 3,917.35 7,403.70

Add: Profit / (Loss) for the year (5,081.83) (3,486.35)

Closing Balance (1,164.48) 3917.35

TOTAL 9448.34 11074.17


Maharaja Shree


STATEMENTS

Repayment Schedule : Non Current PortionAs at Mar 31, 2017 As at Mar 31, 2016

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

Secured LoanInterest rate on Term Loans ranges from 10.85% to 5530.98 1-9 Qtrly. 9219.72 5-13 Qtrly.11.25% p.a. (Previous Year 10.95 % to 11.10% p.a.) Installments InstallmentsInterest rate on Term Loans at 11.00% p.a. 1090.75 17 Monthly 1862.17 29 Monthly(Previous year 11.25 % p.a.) Installments InstallmentsUnsecured LoanInterest rate on ICDs ranges from 9.5 % to 9.75% p.a.13059.80 Single 7059.80 Single(Previous Year 9.5 % to 11% p.a. ) Installments Installments

after 2017-18 after 2016-17TOTAL 19681.53 - 18141.69 -

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

Mar 31,2017 Mar 31,2016Deferred Tax Liability on account of :

Depreciation and amortisation 3836.69 3503.44Deferred Tax Assets on account of :

Accrued expenses deductible on payment basis 117.33 123.37Unabsorbed Depreciations $ 3,064.65 877.02

3,181.98 1,000.39TOTAL 654.71 2,503.05

$ In respect of deferred tax assets on unabsorbed depreciation, the same has been recognised based on the currenttax laws entailing the benefit over the Company against any taxable source of Income. Deferred Tax Assets havebeen recognised only to the extent of deferred tax liabilities in respect of depreciation and amortisation.

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

Mar 31,2017 Mar 31,2016 Mar 31,2017 Mar 31,2016(`̀̀̀̀ In lacs) (` In lacs) (`̀̀̀̀ In lacs) (` In lacs)

Others - Contingencies # - - 1,058.59 1,021.61Employee Benefits 82.56 97.12 14.01 30.90TOTAL 82.56 97.12 1,072.60 1,052.51

Particulars Disputed Other TotalStatutory Matters Obligation

Opening Balance 344.80 676.81 1,021.61

(343.54) (564.79) (908.33)

Addition 85.18 41.53 126.71

(88.58) (157.10) (245.68)

Utilisation/ Reversal/ Paid 89.73 - 89.73

(87.32) (45.08) (132.40)

Closing Balance 340.25 718.34 1,058.59

(344.80) (676.81) (1,021.61))

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

Note : Previous year figures are shown in brackets

( ` in Lacs)

67

Maharaja Shree

UMAID MILLS LIMITED


NOTE 7 : SHORT TERM BORROWINGS As at As atMar 31,2017 Mar 31,2016

SecuredFrom BanksRepayable on demand 5678.54 7019.57UnsecuredFrom Banks (Repayable on demand) 873.70 4335.39Inter Corporate Deposits from Related Parties 6025.00 2100.00

TOTAL 12577.24 13454.96Security :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 2062.40 2622.45

TOTAL 2062.40 2622.45The 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 CurrentAs at As at As at As at

Mar 31,2017 Mar 31,2016 Mar 31,2017 Mar 31,2016

Current maturities of long-term debt 4,511.40 4511.43

Unpaid Dividends 7.66 8.11

Creditors for Capital Expenditure 89.87 67.22

Interst accrued but not due on borrowings 223.69 244.14

Interst accrued and due on borrowings 343.93 105.95

Credit balances and advances from customers 67.05 68.77

Statutory Dues 117.27 80.42

Employees Liability 578.90 690.35

Security Deposits 229.51 195.23 0.13 1.49

Application money received for allotment 119.55 -of securities and due for refund

Other liabilities * 359.47 255.45

TOTAL 229.51 195.23 6418.92 6033.33

* 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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69

Maharaja Shree

UMAID MILLS LIMITED



NOTE 11 : NON CURRENT INVESTMENTS(Long Term Investments)

Previous Current Face As at As atYear Year Value Mar 31, 2017 Mar 31,2016Nos. 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 Investments (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 51.57 124.82

Term Deposits with banks more than 12 months 16.30 4.82

Other loans & advances

MAT Credit Entitlement 2368.63 2368.63

Security Deposits $ 537.26 581.24

TOTAL 2973.76 3079.51

$ includes ` 125.61 and ` 111.42 being investment in 1256039 equity shares of ` 10 each and 11,14,2220.01% 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 2151.28 1963.77

Work-in-Progress 2013.99 1635.77

Finished Goods 2410.13 1643.33

Stock- in- Trade 6.21 6.40

Waste 171.07 133.62

Stores and Spare Parts 445.35 772.97

TOTAL 7198.03 6155.86

( ` in Lacs)


Maharaja Shree


STATEMENTS

(Unsecured, Considered Good unless otherwise stated)

Outstanding for more than six months (from due date)

Considered Good 758.66 828.13

Considered Doubtful 96.44 46.79

Less: Provision for Doubtful Debts (96.44) (46.79)

758.66 828.13

Other debts 4225.75 6109.95

TOTAL 4984.41 6938.08

Note: Trade Receivables include ` 696.11 (previous year ` 226.83) receivable from M/s DISCOM, Jodhpuron account of supply of Power which is under dispute. However management is confident of recovery ofthis amount.

NOTE 15 : CASH & BANK BALANCE

Cash in hand 5.95 7.17Balance with scheduled banks

in current accounts 420.50 169.98in deposit accounts maturing within 3 months 210.79 150.00

637.24 327.15Other Bank Balance

in deposit accounts maturing after 3 months but before 12 month 24.66 69.57in deposit accounts maturing beyond 12 month 16.30 4.82

40.96 74.39Less: Disclosed under the head “Long-term Loans & Advances” (16.30) (4.82)

24.66 69.57Earmarked balances with banks:

in unpaid dividend account 7.66 8.11TOTAL 669.56 404.83

NOTE 16 : SHORT TERM LOANS & ADVANCES


Balances with Customs, Central Excise Authorities, etc. 226.79 220.66

Prepaid Expenses 148.75 134.01

Deposit with government, public bodies and others 3030.95 2301.79

Advance Income Tax (Net) 1133.05 1091.48

Export Benefits / Claims Receivable 183.87 343.91

Government Subsidies Receivable (Refer Note No. 1(C)) 855.56 941.42

Others ** 288.68 324.33

TOTAL 5867.65 5357.60

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

NOTE 14 : TRADE RECEIVABLES As at As atMar 31, 2017 Mar 31, 2016

( ` in Lacs)

71

Maharaja Shree

UMAID MILLS LIMITED



NOTE 17 : OTHER CURRENT ASSETS As at As atMar 31, 2017 Mar 31, 2016

(Unsecured and Considered good)Fixed assets held for sale 1.58 4.50Other Receivable 50.57 -Interest accrued on Deposits 20.85 36.14TOTAL 73.00 40.64

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 2.68 2.73

Income-tax matters* 1424.80 1460.03

Demand raised by VAT/Sales-tax Department for various matters 2101.46 1577.88

Demand raised by Excise Department for various matters 89.40 77.43

Demand for Service Tax - 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) 441.87 559.16

b. The Company has export obligation for ` 7795.13, [Previous Year:` 10162.81] to be fulfilled over a period of next 4 years upto 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 2016-17 2015-16

Sale of Manufacured Goods

Yarn 28275.09 25945.52

Fabrics 14098.69 19232.53

Waste 545.89 580.93

42919.67 45758.98

Sale of Electricity

Wind Power 1114.49 1016.69

1114.49 1016.69

Total (i) 44034.16 46775.68

Other Operating Income

Job work Income 22.10 -

Export Incentives 260.68 239.28

Total (ii) 282.78 239.28

Revenue from Operations (Gross) (i+ii) 44316.94 47014.96

Less: Excise Duty 114.11 148.37

TOTAL 44202.83 46866.59

NOTE 20 : OTHER INCOME

Profit on Sale of Fixed Assets 104.52 44.79

Net Gain on Foreign currency transactions and translations 144.55 64.09

Interest Income 81.17 159.14

Sale of Scrap 83.70 171.99

Excess Provision and unspent liabilities written back 69.56 224.83

Interest Subsidy relating to earlier year - 214.18

Miscellaneous Income 117.72 41.50

TOTAL 601.22 920.52

NOTE 21 : COST OF MATERIALS CONSUMED

Cotton and Manmade Fibre 26420.92 23753.88

Yarn 2600.38 3329.95

Other Materials Consumed 1353.16 2927.77

TOTAL 30374.46 30011.60

( ` in Lacs)

73

Maharaja Shree

UMAID MILLS LIMITED



NOTE 22 : CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS 2016-17 2015-16

Opening Stock



Waste 133.62 158.41

Stock in Trade - Fabric 6.40 87.90

3419.12 2558.93Closing Stock



Waste 171.07 133.62


4601.40 3419.12

Change in Inventories (1,182.28) (860.19)

Details of Inventories are given below:

(a) Work-in-Progress:

Yarn 832.55 411.94

Fabric 1181.44 1223.83

Total 2013.99 1635.77

(b) Finished Goods:

Yarn 1318.51 1085.47

Fabric 1091.62 557.86

Total 2410.13 1643.33

NOTE 23 : EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus etc. 5155.33 5331.16

Contribution to Provident and Other Funds 547.36 534.20

Staff Welfare 82.86 122.35

TOTAL 5785.55 5987.71

NOTE 24 : FINANCE COSTS

Interest Expense (Net of TUF Interest Subsidy ` 367.29 (Previous year ` 660.20)) 3528.31 2887.29

Other financing costs 60.77 45.64

3589.08 2932.93

Less: Capitalised 73.01 238.98

TOTAL 3516.07 2693.95

( ` in Lacs)


Maharaja Shree

UMAID MILLS LIMITED

NOTE 25 : OTHER EXPENSES 2016-17 2015-16

Stores and Spare Parts Consumed 1278.19 1343.91

Packing Material Consumption 776.01 1040.93

Power & Fuel 5968.19 6040.50

Job Processing and others 308.11 296.39

Repairs to : Plant & Machinery 171.14 206.09

: Buildings 123.05 125.17

: Others 249.20 242.87

Pollution Control Expenses 150.85 219.94

Rent 40.47 51.98

Rates & Taxes 35.64 34.83

Insurance 36.94 61.37

Charity & Donation - 3.11

Provision for Doubtful Debts 49.64 11.86

Legal & Professional (Refer Note 25.3) 140.79 129.90

Commission & Brokerage on sales 352.87 403.86

Other Selling Expenses 3.32 49.61

Travelling Expenses including Directors Travelling 69.77 117.85

Freight & Forwarding 496.70 427.19

Prior Period Adjustments ( Refer Note 25.2) - 72.24

Auditors Remuneration ( Refer Note 25.1) 13.59 10.75

Directors Fees 8.78 8.83

Other Miscellaneous 357.82 401.85

TOTAL 10631.07 11301.03

Note 25.1 : Audit Remuneration (including Service Tax):

Statutory Audit 6.87 6.87

Tax Audit 2.30 2.29

Certifiaction & Other fees 1.84 -

Reimburshment of Expneses 2.58 1.59

TOTAL 13.59 10.75

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)

Note 25.3 :Legal & Professional charges includes Rs. 15.00 Lacs (P.Y. -NIL) related to expenses incurred for increasein authorized Share Capital.

75

Maharaja Shree

UMAID MILLS LIMITED



NOTE 27 : Disclosure as per Accounting Standard - 15 (R) (Employee benefits)

a. Define Contribution Plan -

Contribution to employees provident fund 346.20 352.87

b. Define Benefit Plan -

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

Defined Benefit Plan

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

Opening DBO 541.79 532.32

Interest cost 42.75 41.63

Current service cost 67.92 77.00

Benefits paid (144.59) (70.57)

Actuarial (gains)/losses (17.35) 38.59

Closing DBO 490.52 541.79II. A reconciliation of opening and closing balances of the fair

value of plan assets:Opening fair value of plan assets 499.53 413.34

Expected return 39.96 33.07

Actuarial gains/(losses) 20.94 (15.06)

Contributions by Employer 48.15 138.74


Closing fair value of plan assets 463.99 499.53

NOTE 26 : EARNING PER SHARE 2016-17 2015-15

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

Profit/(Loss) attributable to the Equity Shareholders (A) (5,081.83) (3,486.35)

Number of Equity Shares beginning of the year 2,59,20,000 2,59,20,000

Shares issued during the year 1,72,80,000 -

Number of Equity Shares at the end of the year 4,32,00,000 2,59,20,000

Weighted average Equity Shares (B) 2,62,98,739 2,59,20,000

Nominal value of Equity Shares (`) 10.00 10.00

Basic and Diluted Earnings per Share (`)-A/B (19.32) (13.45)

( ` in Lacs)


Maharaja Shree


STATEMENTS

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

Present value of defined benefit obligation 490.52 541.79

Fair value of plan assets 463.99 499.53

Funded status (surplus/(deficit)) (26.52) (42.26)

Net Plan asset/(liability) recognized (26.52) (42.26)

IV. The total expense recognised in the Statement of Profit and Loss:Current service cost 67.92 77.00

Interest cost of benefit obligation 42.75 41.63

Expected return on plan assets (39.96) (33.07)

Net actuarial (gain)/loss (38.29) (22.53)

Net benefit expense recognized 32.41 63.03

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

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

Discount rate 7.39% 7.89%

Compensation escalation rate pa 4.00% 4.00%

Withdrawal rate 2.00% 2%

Expected average remaining service (years) 24.08% 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 24.13 22.31

Corporation Bonds /Fixed Deposit with Banks 15.25 14.10

Bank balance 0.93 1.14

Insurer managed funds 51.46 58.93

Other investments 8.23 3.52

Total 100.00 100.00

2016-17 2015-16

( ` in Lacs)

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

Particulars Gratuity

2016-17 2015-16 2014-15 2013-14 2012-13

Defined benefit obligation 490.51 541.79 532.32 440.85 432.83

Plan assets 463.99 499.53 413.34 380.81 381.74

(Surplus) / deficit 26.52 42.26 118.98 60.04 51.09

Experience adjustment on plan liabilities- (gain)/loss (17.35) (38.59) 42.28 16.03 12.90

Experience adjustment on plan assets - gain/(loss) (20.94) (15.06) (7.12) (1.97) 1.73

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Maharaja Shree

UMAID MILLS LIMITED



( ` in Lacs)

NOTE 28 : Related Party Disclosures as per Accouting Standard (AS)-18:

A. List of Related Parties :

I. Holding Company

Placid Limited

II. Wholly owned Subsidiary Company

MSUM Texfab Limited

III. Key Management Personnel and their relatives

a. Mr. Lakshmi Niwas Bangur Chairman & Managing Director

Mr. Yogesh Bangur Deputy Managing Director / Director

Mr. Swapan Nath # Executive Director and Chief Executive Officer

Mrs. Alka Devi Bangur Director and wife of Mr. Lakshmi Niwas Bangur

# Mr. Swapan Nath has resigned w.e.f. 01.10.2016

b. Enterprises over which any person described in III (a) above are able to exercise significant influenceand with whom the Company has transactions during the year.

Kiran Vyapar Ltd.

Navjyoti Commodity Management Services Limited

Satyawatche Greeneries Pvt. Ltd.

Subhprada Greeneries Pvt. Ltd.

Uttaray Greenpark Pvt. Ltd.

Golden Greeneries Pvt. Ltd.

Mahate Greenview Pvt. Ltd.

The Kishore Trading Co. Ltd.

Shree Krishna Agency Ltd.

Apurva Exports Ltd.


Maharaja Shree

UMAID MILLS LIMITED

B. (i) Transactions with related parties for the year ending:Particulars Holding Company Significant Key Management

Influence* Personnel

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16Inter Corporate Deposit received

- Placid Ltd. 15470.00 3,400.00- Shree Krishna Agency Ltd. 3200.00 800.00- Kiran Vyapaar Ltd 10850.00 -- PKT Plantation Ltd 350.00 -- Golden Greeneries Pvt. Ltd. 500.00 -

Inter Corporate Deposit Repaid- Placid Ltd. 9145.00 300.00- Shree Krishna Agency Ltd. 2050.00 300.00- Apurva Exports Ltd. - 1,000.00- Kiran Vyapaar Ltd 8750.00 -- Golden Greeneries Pvt. Ltd. 500.00 -

Interest Expenses- Placid Ltd. 755.94 84.57- Shree Krishna Agency Ltd. 155.61 76.06- Apurva Exports Ltd. - 110.22- Kiran Vyapaar Ltd 655.21 481.67- PKT Plantation Ltd 9.47 -- Golden Greeneries Pvt. Ltd. 3.74 -- Navjyoti Commodity Manag. Services Ltd. 26.61 -

Reimbursement of Expenses / Recovery (Net)- Placid Ltd. 4.11 7.35- Subhprada Greeneries (P) Ltd 5.10 1.65- Uttaray Greenpark (P) Ltd. 4.06 1.06- Satyawatche Greeneries (P) Ltd. 3.46 0.61- Kiran Vyapaar Ltd 3.41 3.70- Navjyoti Commodity Manag. Services Ltd. 0.86 -

Director Sitting Fees Paid- Mrs. Alka Devi Bangur 2.40 2.80

Purchases of Raw Materials- Subhprada Greeneries (P) Ltd 2052.40 797.17- Uttaray Greenpark (P) Ltd. 1099.27 -- Satyawatche Greeneries (P) Ltd. 1225.47 -- Navjyoti Commodity Manag. Services Ltd. 1515.85 -- Apurva Exports Ltd. 322.25 -- The Kishore Trading Co. Ltd. 401.47 -- Mahate Greenview Pvt. Ltd. 213.07 -

Rent Expenses- Kiran Vyapar Ltd 7.25 10.73- Navjyoti Commodity Manag. Services Ltd. 4.19 4.83- Shree Krishna Agency Ltd. 0.01 -


( ` in Lacs)

79

Maharaja Shree

UMAID MILLS LIMITED



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

Mar 31, 2017 Mar 31, 2016 Mar 31, 2017 Mar 31, 2016 Mar 31, 2017 Mar 31, 2016

Balance payable (Net) - Placid Ltd. 9606.53 3103.20 - Shree Krishna Agency Ltd. 2184.18 1,016.51 - Kiran Vyapaar Ltd. 7434.48 5,284.70 - PKT Plantation Ltd 357.66 - - Mr. L. N. Bangur 4.97 6.07 - Mr. Yogesh Bangur 0.72 0.71 - Mr. Swapan Nath - 7.64 - Mrs. Alka Devi Bangur - 0.40 - Navjyoti Commodity Manag. Services Ltd. 551.41 -

Balance receivable - Subhprada Greeneries (P) Ltd 0.82 - - Satyawatche Greeneries (P) Ltd. 1.28 - - Navjyoti Commodity Manag. Services Ltd. - 1.73

NOTE 29 : Segment Reporting

Segment information has been prepared in conformity with the accounting policies adopted forpreparing and presenting the financial statements of the Company.

Segments have been identified and reported taking into account, the nature of products, the differingrisks and returns, the organisation structure, and the internal financial reporting systems. The company hastwo main Business Segments viz Textiles & Wind Power Generation Units. Segments have been identifiedand reported taking into account, the nature of products, the differing risks and returns, the organisationstructure, and the internal financial reporting systems.

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

The following tables present the revenue, profit, assets and liabilities information relating to theBusiness /Geographical segment for the year ended 31.03.2017.

( ` in Lacs)Particulars Holding Company Significant Key Management

Influence* Personnel

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16Rent Income

- Navjyoti Commodity Manag. Services Ltd. 6.01 7.04- Mr. Swapan Nath 13.13 26.25- Shree Krishna Agency Ltd. 0.01 -

Managerial Remuneration @- Mr. L. N. Bangur 99.99 99.99- Mr. Yogesh Bangur 12.49 25.39 -Mr. Swapan Nath 99.71 196.80

@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 Company hastransactions during the year.


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 43,088.34 45,849.90 1,114.49 1,016.69 44,202.83 46,866.59

- Other Income 519.22 920.52 82.01 601.22 920.52

Total Revenue 43,607.56 46,770.41 1,196.49 1,016.69 44,804.05 47,804.18

2. Segment Results (4,055.56) (1,398.30) 641.45 484.50 (3,414.11) (913.80)

Unallocated expenses (Net off unallocable income)

Profit / (Loss) before interest and tax (4,055.56) (1,398.30) 641.45 484.50 (3,414.11) (913.80)

Finance Costs 3,516.07 2,693.95

Profit before tax (6,930.17) (3,607.75)

Provision for taxation (Net) 1,848.34 (121.40)

3. Profit/(Loss) after tax (5,081.83) (3,486.35)

4. Other Information

i) Segment assets (net of segmental asset) 44,078.14 45,818.53 8,078.91 8,474.77 52,157.05 54,293.30

Unallocated corporate assets 4,390.75 3,473.21

Total assets 44,078.14 45,818.53 8,078.91 8,474.77 56,547.80 57,766.51

ii) Segment liabilities (net of intra segmental liablities) 4,773.60 5,453.92 - 12.37 4,773.60 5,466.29

Unallocated corporate liabilities 38,005.85 38,634.04

(Including Deferred tax Liabilities

` 654.71 (Previous year ` 2,503.05)

and Borrowings ` 36,770.17

(Previous year ` 36,108.07))

Total liabilities 4,773.60 5,453.92 - 12.37 42,779.45 44,100.33

Capital Expenditure 1,061.37 2,486.53 1,061.37 2,486.53

Depreciation 1,650.60 1,477.30 387.95 387.95 2,038.55 1,865.25

Secondary Segment - Geographical by location of customers

Particulars Domestic Export Total


Revenue from Operations 34465.82 37307.56 9737.00 9559.03 44202.83 46866.59

Carrying amount of Trade Receivables 4102.10 4288.04 882.31 2650.04 4984.41 6938.08

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

( ` in Lacs)

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UMAID MILLS LIMITED



NOTE 30 : (i) Outstanding forward contracts in respect of foreign currencies for hedging purposes (Value in Foreign currency in Lacs)

Particulars Mar 31, 2017 Mar 31, 2016

Currency USD EURO USD EURO

For Future Export Sales 2.32 0.38 5.63 0.41

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

Mar 31, 2017 Mar 31, 2016

Particulars Currency Foreign Equivalent Foreign EquivalentCurrency ` Currency `

Trade receivables USD 10.32 668.87 32.82 2176.68

EURO 0.48 33.20 5.27 395.63

Advances from Customers USD 0.18 11.47 0.27 17.87

EURO 0.39 27.14 0.18 13.22

Trade Payables and Agents USD 0.36 23.13 0.65 43.32

EURO 0.03 2.19 0.23 17.22

Advances to Vendors USD - - 0.03 1.73

EURO 0.51 35.61 0.13 9.90

GBP - - 0.01 1.32

Packing Credit Loan USD 21.00 1361.75 34.78 2306.72

EURO - - 5.02 376.66

NOTE 31 : 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 32 : 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, 2017

MSUM Texfab Limited (Wholly owned subsidiary)

Investment in Share Capital - 5.00 - Wholly -Owned

Subsidiary

( ` in Lacs)


Maharaja Shree


STATEMENTS

+

NOTE 33 : Some of the Trade Receivable, Payable and Loans & Advances are Subject to Confirmation and

reconcilations.

NOTE 34 : 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 35 : The Company has a total MAT credit entitlement of Rs. 2368.63 Lacs as at March 31, 2017.Based on the projections regarding income-tax liability of the Company, Management is of theview that the Company will be able to utilise the unexpired MAT credit entitlement in projectedyears.

NOTE 36 : CIF Value of Imports 2016-17 2015-16

Components and spare parts 291.59 293.27

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

NOTE 37 : Earning in Foreign Exchange

F.O.B. value of Export 9,554.64 8,743.84

NOTE 38 : Expenditure in foreign currency (On accrual basis)

Travelling 4.55 14.80

Export Commissions 73.45 32.61

Bank Charges 27.48 22.26

Interest 56.77 29.50

( ` in Lacs)

NOTE 39 : Imported and indigenous raw materials, spare parts and components consumed duringthe year ending:

Particulars 2016-17 2015-16

Raw materials Value % Value %

Imported 2.28 0.01 1.30 0.00

Indigenous 30,372.18 99.99 30,010.30 100.00

30,374.46 100.00 30,011.60 100.00

Spare parts and components

Imported 254.08 19.88 259.53 19.31

Indigenous 1,024.10 80.12 1,084.38 80.69

1,278.19 100.00 1,343.91 100.00

83

Maharaja Shree

UMAID MILLS LIMITED



NOTE 40 : Details of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016 to30/12/2016

Particulars SBNs Other TotalDenominationNotes/Coins &

Others

Closing cash in hand as on 08.11.2016 12,25,500 2,08,878 14,34,378

(+) Permitted receipts - 20,24,974 20,24,974

(-) Permitted payments - 16,64,752 16,64,752

(-) Amount deposited in Banks (Dt: 02.12.2016) 12,25,500 - 12,25,500

Closing cash in hand as on 30.12.2016 - 5,69,100 5,69,100

NOTE 41 : Previous years’ figures have been regrouped/ reclassified to conform to current year’s figurewherever required.

( ` in Lacs)





B. K. SipaniPartner



(DIN 00012617)

(DIN 02018075)


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 Statements

We 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, 2017,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 Statements

The 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.

Auditors’ ResponsibilityOur 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 inIndia, of the consolidated state of affairs of the Group

85

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as at 31st March, 2017, 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 representationsreceived from the directors of the HoldingCompany and Subsidiary Company as on31st March, 2017 taken on record by therespective Board of Directors, none of thedirectors of the Group is disqualified as on31st March, 2017 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.

iv. The Group has provided requisitedisclosures in Note No. 39 to theseconsolidated financial statements asto holding of Specified Bank Notes onNovember 8, 2016 and December 30,2016 as well as dealing in SpecifiedBank Notes during the period fromNovember 8, 2016 to December 30,2016. Based on our audit proceduresand relying on the managementrepresentation regarding the holdingand nature of cash transactions,including Specified Bank Notes, wereport that these disclosures are inaccordance with the book of accountsmaintained by the Group.


B. K. SipaniPartner

Membership No. 88926

Place: Kolkata,Date: 27th May, 2017


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, 2017, 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 an

audit 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

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(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.

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 inadequate

because 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 2017, 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.





Maharaja Shree

UMAID MILLS LIMITEDCONSOLIDATED FINANCIAL

STATEMENTS

BALANCE SHEET AS AT MARCH 31, 2017

Note As atMarch 31, 2016

As atMarch 31, 2017

EQUITY AND LIABILITIESShareholders’ FundsShare Capital 2 4320.00 2592.00Reserves & Surplus 3 9445.44 11071.75

13765.44 13663.75 Non-current Liabilities

Long-term Borrowings 4 19681.53 18141.69Deferred Tax Liability (Net) 5 654.71 2503.05Other Long Term Liabilities 9 229.51 195.23Long-term Provisions 6 82.56 97.12

20648.31 20937.09 Current Liabilities

Short-term Borrowings 7 12577.25 13454.96Trade Payables 8-Total outstanding dues to micro enterprises and small enterprises - --Total outstanding dues to other than micro enterprises and small enterprises 2062.67 2622.64Other Current Liabilities 9 6418.96 6033.36Short-term Provisions 6 1072.60 1052.51

22131.48 23163.47TOTAL 56545.23 57764.31

ASSETSNon-current Assets

Fixed Assets 10Tangible Assets 33888.37 33414.46Intangible Assets 52.83 84.61Capital Work-in-Progress 835.20 2285.92

34776.40 35784.99Long-term Loans and Advances 11 2973.76 3079.51

37750.16 38864.50 Current Assets

Inventories 12 7198.03 6155.86Trade Receivable 13 4984.41 6938.08Cash & Bank Balance 14 671.98 407.63Short-term Loans and advances 15 5867.65 5357.60Other Current Assets 16 73.00 40.64

18795.07 18899.81TOTAL 56545.23 57764.31

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

( ` in Lacs)






B. K. SipaniPartner


(DIN 00012617)

(DIN 02018075)

89

Maharaja Shree

UMAID MILLS LIMITED


CONSOLIDATED FINANCIALSTATEMENTS

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON MARCH 31, 2017

2016-17 2015-16Note

INCOME

Revenue from Operations 18 44202.83 46866.57

Other Income 19 601.22 920.66

I. Total Revenue 44804.05 47787.23

EXPENSES

Cost of materials consumed 20 30374.46 30011.60

Purchase of Traded Goods 570.80 395.51

Changes in inventories of finished goods, WIP & Traded Goods 21 (1,182.28) (860.19)

Employee Benefits 22 5785.55 5987.71

Finance Costs 23 3516.07 2693.95

Depreciation and amortization 10 2038.55 1865.25

Other Expenses 24 10631.55 11301.47

II. Total expenses 51734.70 51395.30

PROFIT/ (LOSS) BEFORE TAX (6,930.65) (3608.07)

Income Tax adjustment for Earlier Years (Net) - 130.29

Deferred Tax 5 (1848.34) (251.69)

NET PROFIT / (LOSS) FOR THE YEAR (5,082.31) (3486.67)

EARNINGS PER EQUITY SHARE OF RS. 10 EACH

Basic and Diluted 25 (19.32) (13.45)

Summary of significant accounting policies 1

other notes on final statemenents 26 to 40

( ` in Lacs)






B. K. SipaniPartner


(DIN 00012617)

(DIN 02018075)


Maharaja Shree


STATEMENTS

CASH FLOW STATEMENT FOR THE YEAR ENDED ON MARCH 31, 2017

2016-17 2015-16

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax and extraordinary items (6,930.65) (3,608.07)Adjustments for :Depreciation 2,038.55 1,865.25Interest income (81.17) (159.14)Interest paid (net) 3,516.07 2,693.95Profit on sale of fixed assets (104.52) (44.79)Expenses incurred for increase in authorized Share Capital 15.00 -Interest Subsidy relating to earlier years - (214.18)

5383.93 4141.09Operating Profit before Working Capital Changes (1546.72) 533.01Adjustments for :Trade and other receivables 1,478.60 (2,755.17)Inventories (1,042.17) 3,832.77Trade and other payables (374.27) 62.16 1,291.21 2368.81Cash Generated from Operations (1484.56) 2901.82Direct taxes paid (41.57) (55.03)Net Cash Flow from (used in) Operating Activities (1,526.13) 2,846.79

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (965.46) (3,130.22)Sale of fixed assets 138.85 511.13Movement in Term Deposit 33.43 5.64Income from Investments 96.45 145.45Net cash used in investing activities (696.73) (2,468.00)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long-term borrowing 14,076.22 4,055.88Proceeds from Short-term borrowing 16,745.00 3,991.45Repayment of Long-term borrowing (12,536.40) (4,214.06)Repayment of Short-term borrowing (17,622.72) (1,101.62)Finance Costs (net of TUFS subsidy and interest capitalised) (3,298.53) (3,044.16)Proceeds from Right issue of Shares 5,184.00 -Expenses incurred for increase in authorized Share Capital (15.00) -Net cash flow from (used in) financing activities 2532.57 (312.51)Net increase in Cash and Cash Equivalents 309.71 66.28Cash and cash equivalents(Opening Balance) 329.95 263.66Cash and cash equivalents (Closing Balance) (Refer Note 14) 639.66 329.95Note : Figures in bracket represent cash outflows

( ` in Lacs)






B. K. SipaniPartner


(DIN 00012617)

(DIN 02018075)

91

Maharaja Shree

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, 2017, 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/manmade 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 2016 to 31st March 2017 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. 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.

D. 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.


Maharaja Shree

UMAID MILLS LIMITED

E. 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.

F. 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.

G. 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.

H. 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) DDepreciation on plant & machinery is provided for on Straight Line Method (SLM) with referenceto the economic useful life of the assets as prescribed by Schedule II of the Companies Act, 2013or re-assessed by the Company as per technical assessment given herein below:


93

Maharaja Shree

UMAID MILLS LIMITED


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.

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.

I. 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.

J. 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.

K. 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.

L. 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.

(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.



Maharaja Shree

UMAID MILLS LIMITED

M. 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.

N. 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 balancesheet 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.

P. 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.

(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.


95

Maharaja Shree

UMAID MILLS LIMITED


Q. 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.

R. 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.

S. 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 and the same is reviewed at each balance sheet.

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 income tax during the specified period. In the yearin which MAT 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 income tax during the specified period.

T. 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.

U. 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, 2016As at

March 31, 2017

Authorised

5,00,00,000 5,000.00 3000.00

(Previous year 3,00,00,000) Equity Shares of Rs. 10/- each. 5,000.00 3000.00

Issued,Subscribed and Paid Up

174,40,000 1,744.00 16.00

(Previous year 160,000) Equity Shares of Rs. 10/- each.

257,60,000

( Previous year 257,60,000) Equity Shares of Rs.10/- each 2,576.00 2576.00

issued as Bonus Shares out of Reserves

TOTAL 4,320.00 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, 2017 March 31, 2016

% No. of shares % No. of shares

Placid Ltd. (Holding Company) 77.09 3,33,01,969 68.71 1,78,09,929

M.B. Commercial Co. Ltd. 6.53 28,20,200 10.88 28,20,000

Amalgamated Development Ltd. 3.85 16,61,333 6.37 16,52,000

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

Particulars As at As atMarch 31, 2017 March 31, 2016

No. of shares No. of shares

Number of shares at the beginning 25,920,000 25,920,000

Add: Right shares issue during the year 17,280,000 -

Equity shares at the end of the year 43,200,000 25,920,000

Terms, rights and preferences 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 2,57,60,000 bonus shares.

( ` in Lacs)

97

Maharaja Shree

UMAID MILLS LIMITED



Revaluation Reserve


Capital Reserve


General Reserve


Surplus Premium Reserve

Balance as per last Financial Statements - -

Add: on issue of right shares during the year 3,456.00 -

3,456.00 -

Surplus - Balance in Statement of Profit & Loss

Balance as per last Financial Statements 3,914.93 7,401.60

Add: Profit (Loss) for the year (5,082.31) (3,486.67)

Closing Balance (1,167.38) 3914.93

TOTAL 9445.44 11071.75

As atMarch 31, 2016

As atMarch 31, 2017NOTE 3 : RESERVES & SURPLUS

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


(i) Secured :

Term Loans- from Banks 6,621.73 11081.89 4511.40 4511.43

(ii) Unsecured :

Inter Corporate Deposits from related parties 13,059.80 7059.80 - -

Total 19,681.53 18141.69 4511.40 4,511.43

Less: Disclosed under the head - - (4,511.40) (4,511.43)

“Other Current Liabilities”

TOTAL 19,681.53 18141.69 - -

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, 2017 As at Mar 31, 2016

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

Secured LoanInterest rate on Term Loans ranges from 10.85% to 5530.98 1-9 Qtrly. 9219.72 5-13 Qtrly.11.25% p.a. (Prev. Year 10.95 % to 11.10 % p.a.) Installments InstallmentsInterest rate on Term Loans at 11.00% p.a. 1090.75 17 Monthly 1862.17 29 Monthly(Previous year 11.25 % p.a.) Installments InstallmentsUnsecured LoanInterest rate on ICDs ranges from 9.5 % to 9.75% p.a.13059.80 1 7059.80 Single(Previous Year 9.5 % to 11% p.a. ) Installments Installments

after 2017-18 after 2016-17TOTAL 19681.53 18141.69

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

Mar 31,2017 Mar 31,2016Deferred Tax Liability on account of :

Depreciation and amortisation 3836.69 3503.44Deferred Tax Assets on account of :

Accrued expenses deductible on payment basis 177.33 123.37Unabsorbed Depreciations $ 3,064.65 877.02

3,181.98 1,000.39TOTAL 654.71 2,503.05

$ In respect of deferred tax assets on unabsorbed depreciation, the same has been recognised based on the currenttax laws entailing the benefit over the Company against any taxable source of Income. Deferred Tax Assets have beenrecognised only to the extent of deferred tax liabilities in respect of depreciation and amortisation..

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


Others - Contingencies # - - 1,058.59 1,021.61Employee Benefits 82.56 97.12 14.01 30.90

TOTAL 82.56 97.12 1,072.60 1,052.51

Particulars Disputed Other TotalStatutory Matters Obligation

Opening Balance 344.80 676.81 1,021.61

(343.54) (564.79) (908.33)

Addition 85.18 41.53 126.71

(88.58) (157.10) (245.68)

Utilisation/ Reversal/ Paid 89.73 - 89.73

(87.32) (45.08) (132.40)

Closing Balance 340.25 718.34 1,058.59

(344.80) (676.81) (1,021.61))

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

Note : Previous year figures are shown in brackets

( ` in Lacs)

99

Maharaja Shree

UMAID MILLS LIMITED



NOTE 7 : SHORT TERM BORROWINGS As at As atMar 31,2017 Mar 31,2016

SecuredFrom BanksRepayable on demand 5678.54 7019.57UnsecuredFrom Banks (Repayable on demand) 873.70 4335.39Inter Corporate Deposits from Related Parties 6025.00 2100.00

TOTAL 12577.24 13454.96Security :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 2062.67 2622.64

TOTAL 2062.67 2622.64The 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 31,2017 Mar 31,2016 Mar 31,2017 Mar 31,2016

Current maturities of long-term debt 4,511.40 4511.43

Unpaid Dividends 7.66 8.11

Creditors for Capital Expenditure 89.87 67.22

Interst accrued but not due on borrowings 223.69 244.14

Interst accrued and due on borrowings 343.93 105.95

Credit balances and advances from customers 67.05 68.77

Statutory Dues 117.27 80.42

Employees Liability 578.90 690.35

Security Deposits 229.51 195.23 0.13 1.49

Application money received for allotment of securities and due for refund 119.55 -

Other liabilities * 359.51 255.48

TOTAL 229.51 195.23 6418.96 6033.36

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

( ` in Lacs)


Maharaja Shree


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101

Maharaja Shree

UMAID MILLS LIMITED



NOTE 11 : LONG TERM LOANS & ADVANCES As at As atMar 31,2017 Mar 31,2016


Capital advances 51.57 124.82

Term Deposits with banks more than 12 months 16.30 4.82

Other loans & advances

MAT Credit Entitlement 2368.63 2368.63

Security Deposits $ 537.26 581.24

TOTAL 2973.76 3079.51

$ includes Rs. 125.61 and Rs. 111.42 being investment in 1256039 equity shares of Rs. 10 each and11,14,222 0.01% Cumulative Redemable Preference Shares respectively of M/s VS Lignite Power Pvt.Ltd. being security 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 2151.28 1963.77



Stock- in- Trade 6.21 6.40

Waste 171.07 133.62

Stores and Spare Parts 445.35 772.97

TOTAL 7198.03 6155.86

(Unsecured, Considered Good unless otherwise stated)

Outstanding for more than six months (from due date)

Considered Good 758.66 828.13

Considered Doubtful 96.44 46.79

Less: Provision for Doubtful Debts (96.44) (46.79)

758.66 828.13

Other debts 4225.75 6109.95

TOTAL 4984.41 6938.08

Note: Trade Receivables include ` 696.11 Lacs (previous year ` 226.83) 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 13 : TRADE RECEIVABLES

( ` in Lacs)


Maharaja Shree

UMAID MILLS LIMITED

NOTE 14 : CASH & BANK BALANCE As at As atMar 31,2017 Mar 31,2016

Cash in hand 6.00 7.31Balance with scheduled banks

in current accounts 422.87 172.64in deposit accounts maturing within 3 months 210.79 150.00

639.66 329.95Other Bank Balance

in deposit accounts maturing after 3 months but before 12 month 24.66 69.57in deposit accounts maturing beyond 12 month 16.30 4.82

40.96 74.39Less: Disclosed under the head “Long-term Loans & Advances” (16.30) (4.82)

24.66 69.57Earmarked balances with banks:

in unpaid dividend account 7.66 8.11TOTAL 671.98 407.63

NOTE 15 : SHORT TERM LOANS & ADVANCES


Balances with Customs, Central Excise Authorities, etc. 226.79 220.66

Prepaid Expenses 148.75 134.01

Deposit with government, public bodies and others 3030.95 2301.79

Advance Income Tax (Net) 1133.05 1091.48

Export Benefits / Claims Receivable 183.87 343.91

Government Subsidies Receivable \ 855.56 941.42

Others ** 288.68 324.33

TOTAL 5867.65 5357.60

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

NOTE 16 : OTHER CURRENT ASSETS

(Unsecured and Considered good)Fixed assets held for sale 1.58 4.50Other Receivable 50.57 -Interest accrued on Deposits 20.85 36.14TOTAL 73.00 40.64

( ` in Lacs)


103

Maharaja Shree

UMAID MILLS LIMITED


(` in Lacs)

NOTE 17 : CONTINGENT LIABILITIES AND COMMITMENTS As at As atMar 31, 2017 Mar 31, 2016

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 2.68 2.73

Income-tax matters* 1424.80 1460.03

Demand raised by VAT/Sales-tax Department for various matters 2101.46 1577.88

Demand raised by Excise Department for various matters 89.40 77.43

Demand for Service Tax - 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 Rs.1132 (included above) (previous year Rs.1132) are disputed before theappropriate authorities. Out of this an amount of Rs.685 lacs pertains to demerged Investment Division andnow 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) 441.87 559.16

b. The Company has export obligation for ` 7795.13 [Previous Year: `10162.81] to be fulfilled over a period of next 4 years upto 2020-21under 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 2016-17 2015-16

Sale of Manufacured Goods

Yarn 28275.09 25945.52

Fabrics 14098.69 19232.53

Waste 545.89 580.93

42919.67 45758.97

Sale of Electricity

Wind Power 1114.49 1016.69

Total (i) 44034.16 46775.66

Other Operating Income

Job work Income 22.10 -

Export Incentives 260.68 239.28

Total (ii) 282.78 239.28

Revenue from Operations (Gross) (i+ii) 44316.94 47014.94

Less: Excise Duty 114.11 148.37

TOTAL 44202.83 46866.57

NOTE 19 : OTHER INCOME

Profit on Sale of Fixed Assets 104.52 44.79

Net Gain on Foreign currency transactions and translations 144.55 64.09

Interest Income 81.17 159.14

Sale of Scrap 83.70 171.99

Excess Provision and unspent liabilities written back 69.56 224.97

Interest Subsidy relating to earlier year - 214.18

Miscellaneous Income 117.72 41.50

TOTAL 601.22 920.66

NOTE 20 : COST OF MATERIALS CONSUMED

Cotton and Manmade Fibre 26420.92 23753.88

Yarn 2600.38 3329.95

Other Materials Consumed 1353.16 2927.77

TOTAL 30374.46 30011.60

( ` in Lacs)

105

Maharaja Shree

UMAID MILLS LIMITED



NOTE 21 : CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS 2016-17 2015-16

Opening Stock



Waste 133.62 158.41


3419.12 2558.93Closing Stock



Waste 171.07 133.62


4601.40 3419.123

Change in Inventories (1,182.28) (860.19)

Details of Inventories are given below:

(a) Work-in-Progress:

Yarn 832.55 411.94

Fabric 1181.44 1223.83

Total 2013.99 1635.77

(b) Finished Goods:

Yarn 1318.51 1085.47

Fabric 1091.62 557.86

Total 2410.13 1643.33

NOTE 22 : EMPLOYEE BENEFITS EXPENSE

Salaries, Wages and Bonus etc. 5155.33 5331.16

Contribution to Provident and Other Funds 547.36 534.20

Staff Welfare 82.86 122.35

TOTAL 5785.55 5987.71

NOTE 23 : FINANCE COSTS

Interest Expense (Net of Subsidy ` 367.29 (Previous year ` 660.20)) 3528.31 2887.29

Other financing costs 60.77 45.64

3589.08 2932.93

Less: Capitalised 73.01 238.98

TOTAL 3516.07 2693.95

( ` in Lacs)


Maharaja Shree


STATEMENTS

NOTE 24 : OTHER EXPENSES 2017-16 2015-16

Stores and Spare Parts Consumed 1278.19 1343.91

Packing Material Consumption 776.01 1040.93

Power & Fuel 5968.19 6040.50

Job Processing and others 308.11 296.39

Repairs to : Plant & Machinery 171.14 206.09

: Buildings 123.05 125.17

: Others 249.20 242.87

Pollution Control Expenses 150.85 219.94

Rent 40.47 51.98

Rates & Taxes 35.66 34.85

Insurance 36.94 61.37

Charity & Donation - 3.11

Provision for Doubtful Debts 49.64 11.86

Legal & Professional (Refer Note 24.3) 141.11 130.19

Commission & Brokerage on sales 352.87 403.86

Other Selling Expenses 3.32 49.61

Travelling Expenses including Directors Travelling 69.77 117.85

Freight & Forwarding 496.70 427.19

Prior Period Adjustments ( Refer Note 24.2) - 72.24

Auditors Remuneration ( Refer Note 24.1) 13.73 10.89

Directors Fees 8.78 8.83

Other Miscellaneous 357.82 401.84

TOTAL 10631.55 11301.47

Note 24.1 : Audit Remuneration (including Service Tax):

Statutory Audit 7.01 7.01

Tax Audit 2.30 2.29

Certifiaction & Other fees 1.84 -

Reimburshment of Expneses 2.58 1.59

TOTAL 13.73 10.89

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)

107

Maharaja Shree

UMAID MILLS LIMITED



NOTE 26 : Disclosure as per Accounting Standard - 15 (Employee benefits)

a. Define Contribution Plan -

Contribution to employees provident fund 346.20 352.87

b. Define Benefit Plan -

The following table set out the status of the gratuity plan as required under AS 15 (Revised 2005) basedon acturial valuation :

Defined Benefit Plan

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

Opening DBO 541.79 532.32

Interest cost 42.75 41.63

Current service cost 67.92 77.00


Actuarial (gains)/losses (17.35) (38.59)

Closing DBO 490.52 541.79

II. A reconciliation of opening and closing balances of the fair valueof plan assets:Opening fair value of plan assets 499.53 413.34

Expected return 39.96 33.07

Actuarial gains/(losses) 20.94 (15.06)

Contributions by Employer 48.15 138.74


Closing fair value of plan assets 463.99 499.53

NOTE 25 : EARNING PER SHARE 2016-17 2015-16

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

Profit/(Loss) attributable to the Equity Shareholders (A) (5,082.31) (3,486.67)

Number of Equity Shares begaining of the year 2,59,20,000 2,59,20,000

Shares issued during the year 1,72,80,000 -

Number of Equity Shares at the end of the year 4,32,00,000 2,59,20,000

Weighted average Equity Shares (B) 2,62,98,739 2,59,20,000

Nominal value of Equity Shares (Rs.) 10.00 10.00

Basic and Diluted Earnings per Share (Rs.) (A/B) (19.32) (13.45)

( ` in Lacs)

NOTE 24.3 :Legal & Professional charges includes Rs. 15.00 Lacs (P.Y. -NIL) related to expenses incurred for increasein authorized Share Capital.


Maharaja Shree


STATEMENTS

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

Present value of defined benefit obligation 490.52 541.79

Fair value of plan assets 463.99 499.53

Funded status (surplus/(deficit)) (26.52) (42.26)

Net Plan asset/(liability) recognized (26.52) (42.26)

IV. The total expense recognised in the Statement of Profit and Loss:Current service cost 67.92 77.00

Interest cost of benefit obligation 42.75 41.63

Expected return on plan assets (39.96) (33.07)

Net actuarial (gain)/loss (38.29) (22.53)

Net benefit expense recognized 32.41 63.03

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

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

Discount rate 7.39% 7.89%

Compensation escalation rate pa 4.00% 4.00%

Withdrawal rate 2% 2%

Expected average remaining service 24.08 24.33

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 24.13 22.31

Corporation Bonds /Fixed Deposit with Banks 15.25 14.10

Bank balance 0.93 1.14

Insurer managed funds 51.46 58.93

Other investments 8.23 3.52

Total 100.00 100.00

2016-17 2015-16

( ` in Lacs)

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

Particulars Gratuity

2016-17 2015-16 2014-15 2013-14 2012-13

Defined benefit obligation 490.51 541.79 532.32 440.85 432.83

Plan assets 463.99 499.53 413.34 380.81 381.74

(Surplus) / deficit 26.52 42.26 118.98 60.04 51.09

Experience adjustment on plan liabilities- (gain)/loss (17.35) (38.59) 42.28 16.03 12.90

Experience adjustment on plan assets - gain/(loss) 20.94 (15.06) (7.12) (1.97) 1.73

109

Maharaja Shree

UMAID MILLS LIMITED



( ` in Lacs)

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

A. List of Related Parties :

I. Holding Company

Placid Limited

II. Key Management Personnel and their relatives

a. Mr. Lakshmi Niwas Bangur Chairman & Managing Director

Mr. Yogesh Bangur Deputy Managing Director / Director

Mr. Swapan Nath # Executive Director and Chief Executive Officer

Mrs. Alka Devi Bangur Director and wife of Mr. Lakshmi Niwas Bangur

# Mr. Swapan Nath has resigned w.e.f. 01.10.2016

b. Enterprises over which any person described above are able to exercise significant influence andwith whom the Company has transactions during the year.

Kiran Vyapar Ltd.

Navjyoti Commodity Management Services Limited

Satyawatche Greeneries Private Limited

Subhprada Greeneries (P) Ltd.

Uttaray Greenpark (P) Ltd.

Golden Greeneries Pvt. Ltd.

Mahate Greenview Pvt. Ltd.

The Kishore Trading Co. Ltd.

Shree Krishna Agency Ltd.

Apurva Exports Ltd.


Maharaja Shree

UMAID MILLS LIMITED

B. (i) Transactions with related parties for the year ending:Particulars Holding Company Enterprises over which any Key Management

person described in II (a) Personnel above are able to exercise

significant influence

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16Inter Corporate Deposit received- Placid Ltd. 15470.00 3,400.00- Shree Krishna Agency Ltd. 3200.00 800.00- Kiran Vyapaar Ltd 10850.00 -- PKT Plantation Ltd 350.00 -- Golden Greeneries Pvt. Ltd. 500.00 -Inter Corporate Deposit Repaid- Placid Ltd. 9145.00 300.00- Shree Krishna Agency Ltd. 2050.00 300.00- Apurva Exports Ltd. - 1,000.00- Kiran Vyapaar Ltd 8750.00 -- Golden Greeneries Pvt. Ltd. 500.00 -Interest Expenses- Placid Ltd. 755.94 84.57- Shree Krishna Agency Ltd. 155.61 76.06- Apurva Exports Ltd. - 110.22- Kiran Vyapaar Ltd 655.21 481.67- PKT Plantation Ltd 9.47 -- Golden Greeneries Pvt. Ltd. 3.74 -- Navjyoti Commodity Management Services Ltd. 26.61 -Reimbursement of Expenses / Recovery (Net)- Placid Ltd. 4.11 7.35- Subhprada Greeneries (P) Ltd 5.10 1.65- Uttaray Greenpark (P) Ltd. 4.06 1.06- Satyawatche Greeneries (P) Ltd. 3.46 0.61- Kiran Vyapaar Ltd 3.41 3.70- Navjyoti Commodity Management Services Ltd. 0.86 -Director Sitting Fees Paid- Mrs. Alka Devi Bangur 2.40 2.80Purchases of Raw Materials- Subhprada Greeneries (P) Ltd 2052.40 797.17- Uttaray Greenpark (P) Ltd. 1099.27 -- Satyawatche Greeneries (P) Ltd. 1225.47 -- Navjyoti Commodity Management Services Ltd. 1515.85 -- Apurva Exports Ltd. 322.25 -- The Kishore Trading Co. Ltd. 401.47 -- Mahate Greenview Pvt. Ltd. 213.07 -Rent Expenses- Kiran Vyapar Ltd 7.25 10.73- Navjyoti Commodity Management Services Ltd. 4.19 4.83- Shree Krishna Agency Ltd. 0.01 -


( ` in Lacs)

111

Maharaja Shree

UMAID MILLS LIMITED



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

Mar 31, 2017 Mar 31, 2016 Mar 31, 2017 Mar 31, 2016 Mar 31, 2017 Mar 31, 2016

Balance payable (Net)- Placid Ltd. 9606.53 3103.20- Shree Krishna Agency Ltd. 2184.18 1,016.51- Kiran Vyapaar Ltd. 7434.48 5,284.70- PKT Plantation Ltd 357.66 -- Mr. L. N. Bangur 4.97 6.07- Mr. Yogesh Bangur 0.72 0.71- Mr. Swapan Nath - 7.64- Mrs. Alka Devi Bangur - 0.40- Navjyoti Commodity Management Services Ltd. 551.41 -Balance receivable- Subhprada Greeneries (P) Ltd 0.82 -- Satyawatche Greeneries (P) Ltd. 1.28 -- Navjyoti Commodity Management Services Ltd. - 1.73

NOTE 28 : Segment Reporting

Segment information has been prepared in conformity with the accounting policies adopted for preparingand presenting the financial statements of the Company.

Segments have been identified and reported taking into account, the nature of products, the differingrisks and returns, the organisation structure, and the internal financial reporting systems. The company hastwo main Business Segments viz Textiles & Wind Power Generation Units. Segments have been identifiedand reported taking into account, the nature of products, the differing risks and returns, the organisationstructure, and the internal financial reporting systems.

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

The following tables present the revenue, profit, assets and liabilities information relating to the Business/ Geographical segment for the year ended 31.03.2017.

( ` in Lacs)Particulars Holding Company Enterprises over which any Key Management

person described in II (a) Personnel above are able to exercise

significant influence

2016-17 2015-16 2016-17 2015-16 2016-17 2015-16Rent Income- Navjyoti Commodity Management Services Ltd. 6.01 7.04- Mr. Swapan Nath 13.13 26.25- Shree Krishna Agency Ltd. 0.01 -Managerial Remunaration @-Mr. L. N. Bangur 99.99 99.99-Mr. Yogesh Bangur 12.49 25.39-Mr. Swapan Nath 99.71 196.80@ Excludes Acturial Valuation of Retirement Benefits.


Maharaja Shree


STATEMENTS

Information about Business Segment - Primary

Particulars Textile Wind Energy Total


1. Segment Revenue

- External sales 43,088.33 45,849.88 1,114.49 1,016.69 44,202.82 46,866.57

- Other Income 519.22 920.66 82.01 601.22 920.66

Total Revenue 43,607.55 46,770.55 1,196.49 1,016.69 44,804.04 47,787.24

2.Segment Results (4,055.56) (1,398.30) 641.45 484.50 (3,414.11) (913.80)

Unallocated expenses (Net off unallocable income)

Profit / (Loss) before interest and tax (4,055.56) (1,398.30) 641.45 484.50 (3,414.11) (913.80)

Finance Costs 3,516.07 2,693.95

Profit before tax (6,930.65) (3,608.07)

Provision for taxation (Net) 1,848.34 (121.40)

3.Profit/(Loss) after tax (5,082.31) (3,486.68)

4.Other Information

i) Segment assets (net of segmental asset) 44,080.56 45,816.34 8,078.91 8,474.77 52,159.47 54,291.11

Unallocated corporate assets 4,385.75 3,473.21

Total assets 44,080.56 45,816.34 8,078.91 8,474.77 56,545.22 57,764.32

ii) Segment liabilities 4,773.94 5,456.34 - 10.18 4,773.94 5,466.51

Unallocated corporate liabilities 38,005.85 38,634.04(Including Deferred tax Liabilities` 654.71 (Previous year ` 2,503.05)and Borrowings ` 36,770.17(Previous year ` 36,108.07))Total liabilities 4,773.94 5,456.34 - 10.18 42,779.78 44,100.55

Capital Expenditure 1,061.37 2,486.53 1,061.37 2,486.53

Depreciation 1,650.60 1,477.30 387.95 387.95 2,038.55 1,865.25

Secondary Segment - Geographical by location of customers

Particulars Domestic Export Total


Revenue from Operations 34465.82 37335.68 9737.00 9559.03 44202.83 46894.71

Carrying amount of Trade Receivables 4102.10 4288.04 882.31 2650.04 4984.41 6938.08

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

( ` in Lacs)

NOTE 29 : (i) Outstanding forward contracts in respect of foreign currencies for hedging purposes (Value in Foreign currency in Lacs)

Particulars Mar 31, 2017 Mar 31, 2016

Currency USD EURO USD EURO

For Future Export Sales 2.32 0.38 5.63 0.41

113

Maharaja Shree

UMAID MILLS LIMITED


NOTE 30 : 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’ 25 of the financial statement.


( ` in Lacs)

NOTE 32 : Some of the Trade Receivable, Payable and Loans & Advances are Subject to Confirmation andreconcilations.

NOTE 33 : 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 34 : The Company has a total MAT credit entitlement of Rs. 2368.63 Lacs as at March 31, 2017.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.

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

Mar 31, 2017 Mar 31, 2016

Particulars Currency Foreign Equivalent Foreign EquivalentCurrency `̀̀̀̀ Currency `̀̀̀̀

Trade receivables USD 10.32 668.87 32.82 2176.68

EURO 0.48 33.20 5.27 395.63

Advances from Customers USD 0.18 11.47 0.27 17.87

EURO 0.39 27.14 0.18 13.22

Trade Payables and Agents USD 0.36 23.13 0.65 43.32

EURO 0.03 2.19 0.23 17.22

Advances to Vendors USD - - 0.03 1.73

EURO 0.51 35.61 0.13 9.90

GBP - - 0.01 1.32

Packing Credit Loan USD 21.00 1361.75 34.78 2306.72

EURO - - 5.02 376.66

NOTE 31 : Disclosure u/s 186(4) of the Companies Act, 2013Details pursuant to disclosure requirements of section 186(4) of the Companies Act, 2013relating to Loan and Investment by the Company:

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

Given/Security Loan Given/ (PerProvided Security Annum)during Provided as on

the year 31st Mar. 17

MSUM Texfab Limited (Wholly owned subsidiary)Investment in Share Capital - 5.00 - Wholly Owned

Subsidiary


Maharaja Shree

UMAID MILLS LIMITED

NOTE 35 : CIF Value of Imports 2016-17 2015-16

Components and spare parts 291.59 293.27

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

NOTE 36 : Earning in Foreign Exchange

F.O.B. value of Export 9,554.64 8,743.84

NOTE 37 : Expenditure in foreign currency (On accrual basis)

Travelling 4.55 14.80

Export Commissions 73.45 32.61

Bank Charges 27.48 22.26

Interest 56.77 29.50


( ` in Lacs)





B. K. SipaniPartner



NOTE 38 : Imported and indigenous raw materials, spare parts and components consumed during theyear ending:

Particulars 2016-17 2015-16

Raw materials Value % Value %

Imported 2.28 0.01 1.30 0.00

Indigenous 30,372.18 99.99 30,010.30 100.00

30,374.46 100.00 30,011.60 100.00

Spare parts and components

Imported 254.08 19.88 259.53 20.30

Indigenous 1,024.10 80.12 1,018.66 79.70

1,278.18 100.00 1,278.19 100.00

NOTE 40 : Previous years’ figures have been regrouped/ reclassified to conform to current year’s figurewherever required.

NOTE 39 : Details of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016 to 30/12/2016

Particulars SBNs Other Denomination Total Notes/Coins & Others

Closing cash in hand as on 08.11.2016 12,37,500 2,09,025 14,46,525(+) Permitted receipts - 20,24,974 20,24,974(-) Permitted payments - 16,64,752 16,64,752(-) Amount deposited in Banks (Dt: 02.12.2016) 12,37,500 - 12,37,500Closing cash in hand as on 30.12.2016 - 5,69,247 5,69,247

(DIN 00012617)

(DIN 02018075)

115

Maharaja Shree

UMAID MILLS LIMITED


ANNEXURE-A

FForm 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 5,00,000

Reserve & Surplus (2,90,589)

Total Assets 2,41,952

Total Liabilities 2,41,952

Investments Nil

Turnover / Total Income Nil

Profit Before Taxation (48,855)

Provision for Taxation Nil

Profit After Taxation (48,855)

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



(DIN 00012617)

(DIN 02018075)


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.)

maharaja shree umaid mills limited · maharaja shree umaid mills limited notice to shareholders...

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