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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 533552ISIN: INE895B01021INDUSTRY: Textiles - Hosiery/Knitwear

BSE   ` 260.25   Open: 258.65   Today's Range 256.00
261.45
+2.95 (+ 1.13 %) Prev Close: 257.30 52 Week Range 234.00
308.20
Year End :2022-03 

a) Reconciliation of the number of shares at the beginning and at the end of the year

There has been no change/ movements in number of shares outstanding at the beginning and at the end of the year.

b) Terms/ Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of ' 1/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company . The distribution will be in proportion to the number of equity shares held by the shareholders.

For the year ended March 31,2022 the Company has proposed dividend of ' 3/- per share (March 31,2021: ' 5/- per share including a special dividend of ' 2/- per share as a mark of gratitude to the shareholders during pandemic) subject to approval of members in the ensuing Annual General Meeting.

c) Shareholding Pattern with respect of Holding or Ultimate Holding Company

The Company does not have any Holding Company or Ultimate Holding Company.

Nature and purpose of other reserves

i) Capital Reserve

This reserve has been created pursuant to scheme of arrangement between company and its wholly owned subsidiary and can be utilized in accordance with the provisions of the Companies Act, 2013.

ii) Securities Premium Reserve

Securities premium reserve represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act , 2013.

iii) General Reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

iv) Retained Earnings

This reserve represents the cumulative profit of company and effects of remeasurement of defined benefit obligation. This reserve can be utilised in accordance with the provisions of Companies Act, 2013 .

v) Remeasurement of Defined Benefit Plans

Remeasurement of defined benefit plans comprises actuarial gains and losses and return on plan asset (excluding interest income) which are recognised in other comprehensive income and then immediately transferred to retained earnings.

1. There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

2. Terms & conditions

a) Term Loan with a balance of ' 312.56 lakhs (March 31, 2021: ' 562.60 lakhs ) is repayable in 5 equal quartely installments of ' 62.51 lakhs and carries interest @ 8.90% to 9.15% per annum (March 31,2021: @ 8.90% to 9.15% per annum). The said Term Loan having sanction limit of ' 1150.00 lakhs is secured by first charge by way of hypothecation of specific Property, Plant and Equipment funded by bank.

b) Term Loan with a balance of ' 558.83 lakhs (March 31, 2021: ' 685.35 lakhs) is repayable in 53 equal monthly installments of '10.54 lakhs and carries interest @ 9 % per annum (March 31,2021: 9%). The said Term Loan having sanction limit of ' 1445.00 lakhs is secured by first charge by way of hypothecation of specific Property, plant and Equipment funded by bank.

c) Term Loan with a balance of ' 482.70 lakhs (March 31,2021: '685.23 lakhs ) is repayable in 10 equal quaterly installments of ' 43.88 lakhs and one quartely installment of ' 41.88 lakhs and last installment of ' 2.00 lakhs and carries interest @ 8.85 % per annum (March 31, 2020: 8.85%). The said Term Loan having sanction limit of ' 800.00 lakhs is secured by exclusive charge by way of hypothecation of specific Property, Plant and Equipment funded by bank.

d) Term Loan with a balance of ' 233.00 lakhs (March 31,2021: Nil) is repayable in 17 equal quaterly installments of '13.71 lakhs and carries interest @ 8.85 % per annum (March 31, 2021: Nil). The said Term Loan having sanction limit of ' 300.00 lakhs is secured by first charge by way of hypothecation of specific Property, Plant and Equipment and machinery funded by bank .

e) Term Loan with a balance of ' 690.05 lakhs (March 31, 2021: Nil) is repayable in 2 quarterly instalments of ' 0.10 lakhs starting from April 05, 2022 and balance amount is repayable in 18 equal quarterly installments of ' 38.33 lakhs and carries interest @ 7.35 % per annum (March 31, 2021: Nil). The said Term Loan having sanction limit of ' 740.00 lakhs is secured by first charge by way of hypothecation of specific Property, Plant and Equipment funded by bank.

f) No loans have been guaranteed by the directors.

Terms & Conditions :

a) Working Capital facilities (limit '36,300.00 lakhs and PY '28,300.00 lakhs) are secured by hypothecation of inventories/ book debts and other current assets of the Company and further secured by second charge of movable and immovable Property, Plant and Equipment of Domjur Unit, West Bengal.

b) Working Capital facilities carries interest @ 2.50% to 11.00% p.a. (March 31,2021: @3.00% to 11.00% p.a.)

A. Nature of goods and services

The following is a description of principal activities separated by reportable segments from which the Company generates its revenue

a) The Company is engaged in the manufacturing of hosiery products and generates revenue from the sale of hosiery products and the same is only the reportable segment of the Company.

* During the year 2013-14, the Company had challenged, before the Hon'ble High Court of Calcutta, the imposition of entry tax by the State Government of West Bengal on receipt of materials from outside the state on the ground that such imposition of entry tax is ultra vires / unconstitutional. The Company has received a favourable interim order dated June 05, 2013 and the matter is presently sub judice. Accordingly, the liabiity (including interest) has not been provided in books of accounts.

Note:

The amount shown above represents the best possible estimate arrived at on the basis of available information. The uncertanities are dependent on outcome of different legal processes. The timing of future cash flows will be determinable only on receipt of judgements/decisions pending with various forums/authorities. The Company does not expect any reimbursements against above.

b) The Code on Social Security, 2020 (Code) related to various employee benefits received Presidential assent in September, 2020 and has been published in the Gazette of India. However, the date on which the Code will come in effect has not been notified and the final rules/ interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

Note 40 | Dividend_

The Board of Directors at its meeting held on May 23, 2022 have recommended a payment of final dividend of ' 3/- per equity share of face value of ' 1/- each for the financial year ended March 31,2022. The same amounts to ' 2,385.74 lakhs. The same is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognized as a liability.

Note 41 | Employee Benefit (Defined Benefit Plan)_

The Company has a Defined Benefit Gratuity plan. Every employee who has completed at least five years or more of service is entitled to Gratuity on terms as per the provisions of The Payment of Gratuity Act, 1972. The Company has got an approved gratuity fund with Life Insurance Corporation of India (LIC) to cover the gratuity liabilities. However, in terms of new regulations/conditions issued by the gratuity fund, employees who have joined the Company during the year are not eligible to register for the existing fund maintained with LIC and thus the gratuity liability for such employees who have joined the Company during the year and for employees of division merged pursuant to scheme of arrangement is unfunded.

The following tables summarize the components of net benefit expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet for the plan.

The remuneration to the Key Management Personnel and relatives of the Key Management Personnel does not include provision made for Gratuity as it is determined on an actuarial basis for the Company as a whole.

Note 43 | Leases_

I. The Company has entered into agreements for taking on lease certain offices/ manufacturing units / warehouses on lease and licence basis. The lease term is for a period ranging from 3 to 30 years, on fixed rental basis with escalation clauses in the lease agreements. In addition to the above, the Company has certain leasehold land under finance lease arrangements for terms ranging from 86 to 90 years which has been reclassified from property, plant and equipment to right of use assets during the earlier year.

The changes in the carrying value of right of use assets for the year ended March 31,2022 are disclosed in Note 4(b).

III. Contractual maturities of lease liabilities

As per the requirement of Ind AS-107, maturity analysis of lease liabilities have been shown under maturity analysis for financial liabilities under Liquidity risk (Refer Note No. 48(b)(b)(i)). The below table provides details regarding the contractual maturities of lease liabilities on undiscounted basis:

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Maker (CODM). The Chief Executive Officer of the Company being the CODM, assesses the financial performance and position of the Company and makes strategic decisions. The CODM primarily uses Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) as performance measure to assess the performance of the operating segments. However, the CODM also receives information about the segment's revenues, segment assets and segment liabilities on regular basis.

A. Description of segment

The Company is principally engaged in a single business segment viz., Hosiery Products.

The Company's objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. Apart from internal accrual, sourcing of capital is done through judicious combination of equity and borrowing, both short term and long term. Refer Note No. 50 for ratios monitored for capital management.

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note No. 3.12 to the financial statements.

(a) Fair Value of Financial Asset & Liabilities

The Company has measured its Financial Asset and Financial Liabilities at Amortised Cost. Hence no separate disclosure has been given for fair value hierarchy.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The carrying value of trade receivables, trade payables, cash and cash equivalents, loans, borrowings and other current financial assets and liabilities approximate their fair values largely due to the short-term maturities.

(b) Financial Risk Management

The Company has a Risk Management Policy which covers risk associated with the financial assets and liabilities. The Risk Management Policy is approved by the Directors. The different types of risk impacting the fair value of financial instruments are as below:

(a) Credit risk

The credit risk is the risk of financial loss arising from counter party failing to discharge an obligation. The credit risk is controlled by analysing credit limits and credit worthiness of customers on continuous basis to whom the credit has been granted, obtaining necessary approvals for credit and taking security deposits from trade channels.

(i) Trade receivables

Customer credit risk is managed by the Company subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and major customers are generally secured by obtaining security deposits/bank guarantee or other forms of credit insurance. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivable disclosed in note no. 13.

The Company determines its liquidity requirement in the short term and long term. The Company manage its liquidity risk in a manner so as to meet its financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position. The management has arranged for diversified funding sources and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Besides, it generally has certain undrawn credit facilities which can be assessed as and when required; such credit facilities are reviewed at regular basis.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk. Financial instruments affected by market risk include borrowings, trade receivable and trade payable.

(i) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates.

The Company is exposed to risk due to interest rate fluctuation on long term borrowings. Such borrowings are based on fixed as well as floating interest rate. Interest rate risk is determined by current market interest rates, projected debt servicing capability and view on future interest rate. Such interest rate risk is actively evaluated and is managed through portfolio diversification and exercise of prepayment/refinancing options where considered necessary.

The Company is also exposed to interest rate risk on surplus funds parked in fixed deposits . To manage such risks, such investments are done mainly for short durations, in line with the expected business requirements for such funds.

(c) Foreign Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company does not have significant foreign currency exposure and hence, is not exposed to any significant foreign currency risk.

(i) Unhedged Foreign Currency Exposure

The Company's exposure to foreign currency in USD at the end of the reporting period expressed in INR is as follows:

(ii) The Company's exposure to unhedged foreign currency being not significant, sensitivity analysis has not been done for the same.

(d) Other Risk

The Company is periodically monitoring the situation arising due to COVID 19 pandemic considering both internal and external information available upto the date of the approval of these Standalone Financial Statements and has assessed the recoverability of the carrying value of its assets on March 31,2022. Based on the assessment, the Company does not anticipate any material impact on these standalone financial statements.

A) The Board of Directors at its meeting held on December 09, 2020 has approved a Scheme of Arrangement ("the Scheme”) between the company and it's wholly owned subsidiary, M/s Oban Fashions Pvt. Ltd. (OFPL) wherein the premium brand undertaking of OFPL shall be demerged and transferred to the Company having an appointed date of April 1,2021. The Hon'ble National Company Law Tribunal, Kolkata (Parent Company) & Mumbai (Subsidiary Company) vide its orders dated July 26, 2021 and November 25, 2021 respectively has sanctioned the aforesaid Scheme. A copy of the order was filed with the Registrar of Companies, on January 17, 2022 in accordance with the applicable provisions of the Companies Act 2013 and accordingly the Scheme became effective from January 17, 2022 upon completion of necessary formalities.

B) The merger has been accounted under the 'pooling of interests' method in accordance with Appendix C of Ind AS 103 'Business Combinations' and impact has been considered from the beginning of the preceding year i.e. April 1,2020. Accordingly, the operations of the demerged division (premium brand undertaking of OFPL) for the period April 1, 2020 till March 31, 2021 was given effect by restating the financial statement of the Company for the previous year i.e. financial year ended March 31,2021. The restated financial statements of the Company has been approved by the Board of Directors of the Company at their meeting held on February 08, 2022.

C) Pursuant to the Scheme of Arrangement :

i) The Company has recorded all assets and liabilities of the demerged division of OFPL at their respective book values thereof as appearing in the books of the OFPL as at April 1,2020 . The balances of Assets and liabilities as stated above has been considered based on the audited financial statements of OFPL as at and for the year ended March 31,2020 which was approved by the Board of the directors at their meeting held on June 25,2020.

ii) The difference, between the book value of the assets over the liabilities of the demerged division of OFPL after adjusting impact of reduction of Equity & Preference Share Capital of OFPL and elimination of inter-company adjustments has been recorded as Capital Reserve in the books of the company. Summary of relevant information has been provided below:”

Note 52 | Other Statutory Information_

(a) Relationship with Struck off Companies

The Company do not have any transactions with company's struck off during the current and previous financial year.

(b) Disclosure in relation to undisclosed income

The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the current and previous financial year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(c) Details of Benami Property held

The Company does not have any Benami property. Further, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(d) Registration of charges or satisfaction with Registrar of Companies (ROC)

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period as at March 31,2022.

(e) Details of Crypto Currency or Virtual Currency

The Company have not traded or invested in Crypto currency or Virtual Currency during the current and previous financial year.

(f) Utilisation of Borrowed Fund & Share Premium

i) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) Disclosure for no wilful default

The Company has not been declared as a wilful defaulter by any bank or financial institution or government or any

government authority.

(h) Compliance with number of layers of Companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with

Companies (Restriction on number of Layers) Rules, 2017.

Note 53 | Previous year figures have been reclassified/regrouped wherever considered necessary._