SEL Manufacturing Company Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

37. Contingent Liabilities and Capital Commitments a. Contingent Liabilities:

(Rs. in lakhs)

Particulars

31st March, 2025

31st March, 2024

i. Income Tax*

49.00

49.00

ii. Claims under different labour laws of employees

137.00

137.00

*During the year 2020-21, the resolution plan of the Company was approved and implemented. As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished and accordingly no outflow of economic benefits is expected in respect thereof. The Resolution Plan, among other matters provide that upon the approval of this Resolution Plan by the National Company Law Tribunal (NCLT) and settlement and receipt of the payment towards the IRP costs and by the creditors in terms of this plan, all the liabilities demands, damages, penalties, loss, claims of any nature whatsoever (whether admitted/verified/submitted/rejected or nor, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, disputed or undisputed, present or future) including any liabilities, losses, penalties or damages arising out of noncompliances, to which the Company is or may be subject to and which pertains to the period on or before the Effective Date (i.e. 10th February, 2021) and are remaining as on that date shall stand extinguished, abated and settled in perpetuity without any further act or deed. The Resolution Plan further provides that implementation of resolution plan will not affect the rights of the Company to recover any amount due to the Company and there shall be no set off of any such amount recoverable by the Company against any liability discharged or extinguished.

b. Capital Commitments

(Rs. in lakhs)

Particulars

31st March, 2025

31st March, 2024

(i) Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances)

-

2,485.83

As at 31 March 2025, the Company reassessed its outstanding capital commitments in light of continued operational and financial challenges that resulted in the prolonged shutdown of its manufacturing facilities. Based on this review, the Company determined that previously disclosed commitments relating to orders for capital goods pending for more than three years are no longer enforceable or valid. Accordingly, the capital commitments have been revised to Nil. Further, the Company had already recognized an impairment provision of Rs. 1,625.33 lakhs against the related capital advances.

38. Exceptional Items (net) for the year comprises of:

a. The Company has made net reversal of an allowance for trade receivables under Expected credit losses (ECL) method aggregating to Rs. 1,313 lakhs, net of provision made, in compliance of Ind AS 109 which is charged to Statement of Profit & Loss as an exceptional item.

b. The Company has given trade advances to the suppliers that are outstanding for a long time. In view of reduction in activities, the materials and services could not be called from such suppliers. In compliance of Ind AS 36 impairment for trade advances amounting to Rs. (18.22) lakhs, net of provision made, which is charged to Statement of Profit & Loss as an exceptional item.

c. The company has made reversal of GST Input Tax amounting to Rs. (116.83) lakhs on trade payables outstanding for more than 180 days under rule 37 of CGST Rules and Sec. 16(2) of the CGST Act and interest thereon amounting to Rs. Nil lakhs which is charged to Statement of Profit & Loss as an exceptional item.

d. The company has written back of trade payable amounting to Rs. 2,704.87 lakhs which is charged to Statement of Profit & Loss as an exceptional item.

e. During the year, the Company disposed of certain Plant, Property & Equipments. The loss on disposed of the Plant, Property & Equipments amounting to Rs. 19.37 lakhs has been disclosed under exceptional items in the Statement of Profit and Loss, considering the non-recurring nature of the transaction.

f. The company has impaired an unquoted investment amounting to Rs. 5.56 lakhs which is charged to Statement of Profit & Loss as an exceptional item.

g. During the year, the company has realized mutual fund investment and the profit on realisation amounting to Rs. 99.22 lakhs which has been disclosed under exceptional items in the Statement of Profit and Loss.

39. There are no long-term contracts, as on the date of balance sheet, including derivative contracts for which there are any material foreseeable losses.

40. Others:

i) During the year 2019-20, The MP State Electricity Board had issued a "notice of discontinuance of supply" on 11th March, 2020 (against demand raised on 12th Dec 2019) upon the Company demanding as due and payable Rs. 1,286.27 lakhs on account of a revision of the security deposit in terms of Madhya Pradesh Electricity Regulatory Commission (Security Deposit) (Revision-I) Regulations, 2009 ("MERC Regulations") and other energy charges. Appeal filed before the Hon''ble National Company Law Tribunal (NCLT) is pending.

ii) During the year 2019-20, Central Bureau of Investigation carried out search & seizure action at the registered office of the Company and the residence of the erstwhile Directors of the Company on 5th November 2019 from 09.30 AM to 09.00 PM. under section 165 of the Criminal Procedure Code. Based on the inquiry during the search proceedings, further no notice has been received nor any information called for.

iii) During the year 2019-20, the Company has received notice dated 13th February, 2020 on 26th February, 2020 from the Ministry of Corporate Affairs further ordering the investigation of books of accounts and papers under section 210(1)(c) of the Companies Act, 2013 and the erstwhile Directors of the Company under section 217(5) of the Companies Act, 2013 have been issued summons to appear before the authorities. The notice has suitably been replied by the Company and upto the date of approval of these financial statements, no further communication, order, or demand has been received from the Ministry of Corporate Affairs. In view of the prolonged absence of any further correspondence, the matter is considered closed, and no further disclosures will be made in the subsequent financial statements unless new development arise.

iv) During the year 2019-20, the Company has received summon dated 6th November, 2019 from the Directorate of Enforcement ("ED") u/s 37 of the FEMA, 1999 read with Section 131 of the Income Tax Act, 1961 and Section 30 of Code of Civil Procedure, 1908. Summon was issued in matter of GDRs issued by the Company for which a list of documents was being asked to be furnished to them. The notice has suitably been replied by the Company and upto the date of approval of these financial statements, no further communication, order, or demand has been received from the Directorate of Enforcement. In view of the prolonged absence of any further correspondence, the matter is considered closed, and no further disclosures will be made in the subsequent financial statements unless new development arise.

v) During the year 2020-21, the Principal Commissioner of Income Tax (Central), Ludhiana filed an appeal before the Hon''ble High Court of Punjab & Haryana which was heard on 4th November, 2020 in the matter pertaining to the assessment u/s 153 w.r.s 143(3) of the Income Tax Act, 1961 for the assessment years 2010-11, 2011-12 & 2013-14, which was completed on January 31, 2017 where an amount of INR 28,000 lakhs was demanded from the Company. Appeals that were filed before the CIT (A) on 27th July, 2017 were decided by the CIT(A) on 29th December, 2017 against the company. On 2nd February, 2018, Company filed an appeal before the ITAT, Chandigarh bench against the order of CIT (A) and the same had been decided by the ITAT in the favor of the Company on 28th February, 2019. Appeal filed before the Hon''ble High Court of Punjab & Haryana is pending adjudication.

As per approved resolution plan, upon settlement of the liabilities, all or any other Government Dues, claims or demands made by, or liabilities or obligations owed or payable to or assessed by, the Governmental Authorities against the Corporate Debtor, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the balance sheet of the Company or the profit & loss statements of the Company or the list of creditors, on or prior to the NCLT Approval Date, will be written off in full and subject to the provisions of the Code, the Company, the Resolution Applicant & its future directors shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto (refer note no. 37a).

41.Segment Information: Products and services from which reportable segments derive their revenues: In accordance with Ind AS 108 "Operating Segments", the chief executive officer (CEO) of the Company reported that the company is engaged in the business of manufacturing & processing of textile products i.e. a single business and all business activities revolve around this segment.

Geographical information: The Company operates in two principal geographical areas - India and outside India.

The Company''s revenue from continuing operations from external customers by location of operations and information about its non-current assets* by location of assets are detailed below._

42. During the year, lease payment amounting to Rs. 9.35 lakhs (Previous Year Rs. 28.60 lakhs) recognized in Statement of Profit and Loss. Also lease income amounting to Rs. 3.51 lakhs (Previous Year Rs. 19.89 lakhs) recognized in Statement of Profit and Loss.

48. The balances of Trade Receivables, Trade Payables and Advances to Capital & Other Suppliers are subject to confirmation/reconciliation and subsequent adjustments if any. During the year, letters through ordinary post have been sent to various parties with a request to confirm their balances as on 31st March, 2025 out of which few parties have confirmed their balances to the company.

49. Financial Risk Management: The Company''s principal financial liabilities comprises of loans and borrowings, trade and other payables, and other current liabilities. The main purpose of these financial liabilities is to raise finance for the Company''s operations. The Company has loans and receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations. The management of the company has set out the company''s overall business strategies and its risk management policy. The Company''s overall financial risk management program seeks to minimize potential adverse effects on the financial performance of the company. The company policies include financial risk management policies covering specific areas, such as market risk (including foreign exchange risk, interest risk, liquidity risk and credit risk). Periodic reviews are undertaken to ensure that the company''s policy guidelines are complied with.

There has been no change to the company''s exposure to the financial risks or the manner in which it manages and measures the risk. The company is exposed to the following risks related to financial instruments. The company has not framed formal risk management policies; however, the risks are monitored by management on a continuous basis. The company does not enter into or trade in financial instruments, investment in securities, including derivative financial instruments, for speculative or risk management purposes.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below:

(a) Market Risk: Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity risk. Financial instruments affected by market risk include loans & borrowings and deposits. The sensitivity analyses in the following sections relate to the position as at 31st March, 2025 and 31st March, 2024.

The following assumption has been made in calculating the sensitivity analyses:

i) The sensitivity of the statement of comprehensive income is the effect of the assumed changes in interest rates on the net interest income for one year, based on the average rate of borrowings held during the year ended 31st March, 2024, all other variables being held constant. These changes are considered to be reasonably possible based on observation of current market conditions.

(b) Foreign Currency Risk Management: The Company undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.

(c) Liquidity Risk Management: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company has been taking measures to ensure that the Company''s cash flow from business borrowing is sufficient to meet the cash requirements for the Company''s operations. The Company managing its liquidity needs by monitoring forecasted cash inflows and outflows in day to day business. Liquidity needs are monitored on various time bands, on a day to day and week to week basis, as well as on the basis of a rolling 30 day projections. Net cash requirements are compared to available working capital facilities in order to determine headroom or any short falls. Presently company''s objective is to maintain sufficient cash to meet its operational liquidity requirements.

(d) Credit Risk Management: Credit risk refers to the risk of financial loss to the Company if a counterparty fails to meet its contractual obligations. The Company manages credit risk by implementing a robust framework of credit approvals, setting defined credit limits, and continuously monitoring the creditworthiness of its customers. Credit is granted in the normal course of business only after careful assessment of the customer''s financial reliability. With the adoption of Ind AS 109 - Financial Instruments, the Company assesses impairment of financial assets using the

Expected Credit Loss (ECL) model. This approach requires recognition of credit losses based on forward-looking information and the estimation of losses expected over the life of the asset. The Company is exposed to credit risk primarily in relation to its trade receivables arising from the sale of readymade garments, towels, yarns, and from job work activities. Appropriate loss allowances are recognized based on historical trends, credit risk assessments, and management''s expectations regarding future recoverability.

(e) Capital Risk Management: The Company''s objectives when managing capital is to safeguard the Company''s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The director''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

No Changes were made in the objectives, policies or processes during the years ended 31st March, 2025 and 31st March, 2024.

54. Pursuant to the Corporate Insolvency Resolution Process, the loan amounts have already been settled under IBC and the Company has been taken over by new management. The Company has been regularly paying interest upto June 2023 and quarterly installments upto June 2023 as per terms of resolution plan. Furthermore, term loan-II of Rs. 50.00 crores has also been repaid in accordance with the terms of resolution plan. Despite the foregoing compliance by the Company, the Company has received a notice from Bank of Maharashtra declaring the name of the Company (under old/previous management prior to liquidation) as willful defaulter on 16.11.2022 in respect of outstanding loan of Rs. 7,285 lakhs. Similarly, the Company has also received a notice from India Exim Bank for appearance before "Willful Defaulter Committee" in earlier year for replying on the willful defaulter notice.

Post implementation of the resolution plan in March, 2021 certain actions were required to be taken sequentially by the resolution applicant, company and the lenders detailed as under:

1. Joint documents for the loans were duly executed between the financial creditors & the Company.

2. Resolution Applicant introduced an amount of Rs. 5,000 lakhs upfront which was used to making payments to financial creditors & operational creditors.

3. Equity Shares and Debentures were allotted by the Company to the financial creditors.

4. Part of Equity Shares allotted to the Resolution Applicant was pledged by the Resolution Applicant with the financial creditors.

5. Term Loan-II of Rs. 4,911 lakhs which was required to be repaid within first year was duly repaid.

6. Resolution Applicant was required to bring in Rs. 6,500 lakhs as working capital out of which Rs. 2,500 lakhs have already been infused.

7. During the intervening period, the financial creditors were required to take the following steps:

i. Removal of the name of the Company from CIBIL List,

ii. Removal of the name of the Company from Fraud List,

iii. Issue a letter for satisfaction of redundant charges of about Rs. 12,000 crores standing in MCA in the name of the Company.

However, the financial creditors have failed to take any steps in this regard except para 7iii despite repeated requests from the Company.

Post implementation of the resolution plan the interest and installments of the Company are being served without any delay upto June 2023. However, due to non-action by the financial creditors as stated above is severely hampering the business of the Company and limiting the capacity of the Resolution Applicant to infuse capital.

55. Further, pursuant to the Corporate Insolvency Resolution Process, the Banks and financial institutions have not taken appropriate action regarding the declassification of the company under the list of Defaulters in the records of RBI, rating agencies, Central Fraud Registry, ECGC, non-cooperative borrower, etc. The same was stipulated to be done within 30 days from the effective date as per the approved resolution plan. The Company filed an application before the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench regarding not taking appropriate action by the banks & financial institutions within specific time period in this matter.

Consequently, the Company''s performance during the year was sub-optimal and fell significantly short of expectations. The Company encountered numerous challenges that adversely impacted its ability to conduct business operations in a profitable and economically sustainable manner. An analysis of the operational performance indicates that the Company was unable to fully utilize its available capacities, resulting in a continued operational deficit and severe liquidity stress. Several plants remained shut for the majority of the period under review. In an effort to sustain operations and generate revenue, the Company initiated job work activities at one of its units during the year. Despite these efforts, the ongoing financial distress severely impaired the Company''s ability to meet its financial obligations, including the payment of interest and servicing of outstanding loans.

The Company has not repaid the quarterly installment due for the period 30th September, 2023 to 31st March, 2025 amounting to Rs. 12,128.91 lakhs and also has not paid the monthly interest & other charges due for the period July, 2023 to March, 2025 amounting to Rs. 11,344.96 lakhs. The Company filed an application before the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench regarding the issue of declassification etc. as mentioned above. The Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench has passed an interim ex parte order vide dated 16th August, 2023 with direction, granting a complete moratorium to the company in the payment of amounts as per the plan including payment of deferred amount and interest of term loan and all other payments to the banks, till the next date of hearing. As per said order the Company is also directed to infuse the necessary funds as provided for in the approved resolution plan within a reasonable period after the Banks have complied with direction to declassify the company from various lists as mentioned above.

56. During the financial year 2023-24, due to the default in payment of electricity dues of plant located at Village Mehatwara, Sehore, MP amounting to Rs. 2,244.63 lakhs. The Madhya Pradesh Madhya Kshetra Vidyut Vitaran Co. Limited (MPMPKVV), Bhopal has discontinued the electricity supply. Accordinglying the company has adjusted the security deposit amounting to Rs. 892.60 lakhs against the amount payable in its financial statements during the financial year 2023-24.

Also due to the default in payment of electricity dues of plant located at Village Lal Kalan, Ludhiana amounting to Rs. 85.18 lakhs. The Punjab State Power Corporation Limited (PSPCL) has discontinued the electricity supply. However, the company has not adjusted the security deposit against the amount payable in its financial statements till date.

57. The shareholders of the Company have passed the resolution regarding the Initiation of Corporate Insolvency Resolution Process under Section 10 (including any modification or re-enactment thereof), if any, of the Insolvency and Bankruptcy Code, 2016 in its Extra Ordinary General Meeting held on 13th October, 2023.

58. In accordance with Ind AS 36-Impairment of Assets, the Company has not carried out an impairment assessment of its Property, Plant and Equipment & Capital Work in Progress as at the balance sheet date, due to prevailing financial constraints. The Company''s manufacturing facilities remained non-operational for the majority of the units, indicating potential impairment indicators.

59. During the year under consideration, the Company''s manufacturing plants remained shut for most of the period due to operational and financial challenges arising out of delays by banks and financial institutions in declassifying the Company from the list of Defaulters, despite an approved resolution plan. In compliance with IND AS16-Property, Plant, and Equipment, the Company has continued to charge depreciation on these idle assets, as they remain within the Company''s operational framework and are intended for future use once operations resume.

60. The Company Secretary had resigned from the company on 30th November 2023. In accordance with Section 203 of the Companies Act, 2013, the company initiated the process of filling the vacancy within the prescribed timeframe. However, the company encountered significant challenges in appointing a suitable candidate due to its ongoing financial losses and its recent experience under the Corporate Insolvency Resolution Process (CIRP). These factors led several prospective candidates to decline the offer. Despite these difficulties, the Board of Directors made continuous and diligent efforts to identify a qualified professional and successfully appointed a new Company Secretary on 12th March 2025.

61. As per the provisions of the Companies Act, 2013, the Managing Director is entitled to receive remuneration for their services. However, due to the liquidity stress that the company is currently experiencing, it has become necessary to take certain measures to ensure the financial stability and continuity of the operations. In view of this, the Managing Director has voluntarily decided not to withdraw his remuneration until the financial situation of the company improves.

62. During the year, the Company was in receipt of Cautionary Letters from NSE and BSE pertaining to Risk Management Committee meetings under Regulation 21(3C) of SEBI (LODR) Regulations, 2015.The letters mentioned that the delay in conducting Risk Management Committee meeting, which was in contravention with the provisions of Regulation 21(3C) of SEBI (LODR) Regulations, 2015 and further warned the company to be careful in future and exercise due diligence for complying with the provisions of the Regulations. However, the company has suitably filed the reply for the said letters. There is no impact on financial, operation or other activities of the Company pursuant to the abovementioned cautionary letters.

63. During the year, the Company received notices from the National Stock Exchange (NSE) and BSE Limited regarding non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 ("Depository Regulations"). The non-compliance pertained to the requirement of appointing a qualified Company

Secretary as the Compliance Officer for the quarter ended 31st December, 2024. Consequently, a penalty of Rs. 1.09 lakh was imposed by each exchange. The Company has represented to the stock exchanges that a qualified Company Secretary has been appointed with effect from 12th March, 2025. Owing to the prevailing financial constraints, the Company intends to file a formal request seeking a waiver of the penalties imposed. As the outcome of the waiver request is currently pending and uncertain, no provision for the said penalties has been made in the financial statements for the year.

64. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

65. The Company does not hold any benami property under the Benami Transactions (Prohibition) Act, 1988 and no proceedings have been initiated or pending against the company under the said Act.

66. One of the trade payables of the Company has filed a petition before the Hon''ble Delhi High Court seeking appointment of an Arbitrator under Section 11 of the Arbitration and Conciliation Act, 1996 to adjudicate the dispute between the parties, in accordance with the arbitration clause incorporated in the invoices raised by the said party. Pursuant to the High Court''s order dated 10th July 2024, an Arbitrator has been appointed. As at the reporting date, the matter is pending before the appointed Arbitrator.

67. The Company does not have any borrowings from banks or financial institutions on the basis of security of current assets during the financial year.

68. The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

69. No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

70. During the year, the company has 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 (i) 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 (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

71. The Company does not have any transaction not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. Further, there were no previously unrecorded income and related assets which were required to be properly recorded in the books of account during the year.

72. During the year 2023-24, The Directorate of Enforcement carried out search, seizure or freezing action at the registered office of the Company on 12th January 2024 under section 17 of the Prevention of Money Laundering Act, 2002 (15 of 2003). Based on the inquiry during the search proceedings, further no notice has been received nor any information called for. In view of the absence of any further correspondence, the matter is considered closed, and no further disclosures will be made in the subsequent financial statements unless new development arise.

73. Trade receivables are presented net of impairment in the Balance Sheet.

75. The Code on Social Security, 2020 ("Code") relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. 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.

76. Previous year amounts have been reclassified/regrouped wherever necessary to make them comparable and conform to Ind AS presentation.

77. Note No. 1 to 76 forms integral part of the balance sheet and statement of profit &loss.


Mar 31, 2024

(f) Terms/rights, preference, restrictions attached to shares.

During the year 2020-21, the resolution plan has been approved by Hon''ble National Company LawTribunal, Chandigarh Bench vide its order dated 10th February, 2021 under the Insolvency and Bankrupty Code, 2016, the paid up equity share capital of the company was reduced and consolidated. Every shareholder holding 1000 equity share of Rs.10/- each got 1 equity share of Rs. 10/- and the fractional shares were allotted in favour of SBICAP Trustee Company Limited, acting as Trustee. As per the scheme of reduction and consolidation, 32,803,353 equity shares (new) were allotted in favour of financial creditors and resolution applicant.

Nature and Purpose of Reserves

(i) Securities Premium Account

Securities Premium account is created on recording of premium on issue of shares. The reserve s ha Ill be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Capital Reserve

Equity warrants issued in an earlier years on preferential basis, carrying an option to the holder of such warrants to execrised the option within 18 months from the date of allotment. The holders of equity warrants have not exercised their right of conversion within the stipulated period of 18 months from the date of allotment. Consequently, the said warrants stand forfeited and the application money received against warrants has been transferred to Capital Reserve.

(iii) Other Comprehensive Income

The company has elected to recognise changes in fair value of certain class of investments & amortization of borrowings in other comprehensive income. These fair value changes are accumulated within this reserve and shall be adjusted as per provisions of the Ind AS.

(iv) Retained Earnings

The same is created out of profits over the years and shall be utilized as per the provisions of the Act.

According to the approved resolution plan, the Bank of Maharashtra, the dissenting financial creditor, received an unsecured rupee term amounting to Rs. 1,867 lakhs in lieu of 0.01% Unlisted Non-Marketable Secured Non-Convertible Redeemable Debentures of Rs. 100/- each of Rs. 534 lakhs, Rs. 1,244 lakhs out of secured rupee term loan and Rs. 89 lakhs out of a short-term loan. The dissenting financial creditor will be paid on priority over assenting financial creditors on a deferred basis. Pursuant to the approved Resolution Plan, a corporate guarantee provided by the Company prior to the approval date shall stand extinguished without any further act, deed or action upon settlement of the claims of the financial creditors, who are beneficiaries of such guarantee. In respect of corporate guarantee, a portion of secured long term loan amounting to Rs. 1,598 lakhs attributable to the lenders as unsecured term loan.

**2,87,80,793 Nos. Unlisted Non-Marketable 0.01% Secured Non-Convertible Redeemable Debentures of Rs. 100/- each & 685,207 Nos. Unlisted Non-Marketable 0.01% Unsecured Non-Convertible Redeemable Debentures of Rs. 100/- each were issued to the financial creditors of the Company on a preferential basis and 2,514,898 Nos. non interest bearing Unsecured Non-Convertible Redeemable Debentures of Rs. 100/- each to Resolution Applicant in accordance with the resolution plan as approved by the Hon''ble NCLT Chandigarh Bench. Debentures are amortized over the term period at the interest rate applicable as State Bank of India''s MCLR per annum payable.

In addition to the existing securities available with the secured lenders, further Resolution Applicant pledged 8,946,369 equity shares of the Company held by them, in favour of lenders to secure the Long Term Loan, Short Term Loan and Non-Convertible Redeemable Debentures.


Mar 31, 2018

1. Corporate Information

SEL Manufacturing Co. Limited (the Company) is a public company domiciled in India and is incorporated under the provisions of the Companies Act, applicable in India. Its shares are listed on the Bombay Stock Exchange and the National Stock Exchange. The Company is engaged in the manufacturing, processing & trading of yarns, fabrics, ready-made garments and towels. The registered office of the company is located at 274, G.T. Road, Dhandari Khurd, Ludhiana, Punjab.

*includes demand from tax authorities for various matters. In pursuance of the search conducted u/s 132(1) of the Income Act, 1961 assessments for the block period from Assessment Year 2008-09, 2009-10, 2012-13 and 201415 have been completed with no additional tax liability. However the income tax authorities have directed to initiate penalty proceedings in above said assessment orders. In respect of the assessment proceedings for the assessment years 2010-11, 2011-12 & 2013-14, the Department has raised demands aggregating to Rs. 28344.39 lakhs (which includes interest upto 30.01.17 and are further subject to penalty proceedings) by making some frivolous additions to the total income of the Company. The Company had filed the appeals against these additions before appropriate authorities and the Company is hopeful that it will get relief in appeal. Considering the facts of the matters, no provision is considered necessary by management with no additional tax liability.

2. The Company followed an aggressive growth path and had considerably grown its balance sheet, including debt. Due to the industry situation in general viz. slowdown and company specific issues such as growing debt, delayed realization of debtors, working capital shortfall, delay in project completion and cash flow mismatch, which had adversely affected the liquidity position of the company, the company was facing financial problems and finding difficulty in servicing its debt obligation. Therefore, it approached the lenders for restructuring its debts under Corporate Debt Restructuring (CDR) mechanism.

The Company''s proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vides Letter of Approval (LOA) dt. 30.06.2014. The cut-off date (COD) for implementation of CDR was 30th September, 2013. The Company executed Master Restructuring Agreement (MRA) with CDR Lenders on 24th September, 2014. The details of the Restructuring package as approved by CDR cell were as under:

a) Restructuring of repayment schedule for term loans under Technology Upgradation Funds Scheme (TUFS) and Non-TUFS Term Loans, reduction in interest rates, additional facilities in the form of Working Capital Term Loan (WCTL) & Funded Interest Term Loan (FITL).

b) The promoters to bring contribution equivalent to 25% of the sacrifice amount of by lenders. Accordingly, promoters have brought in an amount of Rs. 6,971 lakhs as 1% Redeemable, Non-Cumulative, Non-Convertible Preference Shares.

c) Lenders with the approval of CDR EG shall have the right to recompense the reliefs/sacrifices/waivers extended by respective CDR lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Tentative recompense amount comes to Rs. 12,951 lakhs.

However, the credit facilities envisaged and sanctioned under CDR package were not released by the lenders to the Company, which resulted in sub-optimum utilization of manufacturing facilities. Due to non-disbursement of funds the Company could not complete one of its spinning projects where substantial amount was already incurred. All this has led to adverse financial performance and erosion in net worth of the Company. Also the company has been facing cash flow mismatch and is not able to serve debt obligations as per the terms of CDR package sanctioned earlier.

Since, the Company was finding it difficult to serve its debt obligations, the Company has requested its lenders for a second/deep restructuring of its debts. Considering the state of art manufacturing facilities of the Company, most modernized technology, skilled labor force, professional management and inherent viability of the Company, the lenders had in-principle agreed for second/deep restructuring of the debts. Pending discussions with the lenders, State Bank of India in its capacity as financial creditor has filed a petition on 12th October, 2017 under "Insolvency and Bankruptcy Code, 2016" (IbC) with Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT). On 11th April, 2018, the NCLT vide it''s order of even date admitted the said petition and Corporate Insolvency Resolution Process (CIRP) has been initiated. Mr. Navneet Kumar Gupta having Registration No.IBBI/IPA-001/IP-P00001/2016-17/10009 was appointed as Interim Resolution Professional (IRP) vide order dt. 25th April, 2018 and the affairs, business and assets are being managed by the Interim Resolution Professional (IRP).The Company has preferred an appeal against the admission of petition and appointment of IRP with National Company Law Appellate Tribunal (NCLAT).

The Corporate Insolvency Resolution Process (CIRP) has since been kept in abeyance vide order dt. 22nd June, 2018 of Hon''ble High Court of Punjab & Haryana. Accordingly, the Company has prepared these financial statements on the basis of going concern assumption.

Due to non disbursement of credit facilities the Company had suffered operational losses as well as capital losses. Therefore, the Company has presented before the Adjudicating Authority counter claim & claim of set off against the banks.

3. The majority of secured lenders have stopped charging interest on borrowings, since the accounts of the Company have been categorized as Non Performing Asset. Further the Corporate Insolvency Resolution Process has been initiated under "Insolvency and Bankruptcy Code, 2016" (as referred in Note No. 37 above). In view of the above, the Company has stopped providing interest accrued and unpaid effective 1st April, 2016 in its books. The amount of such accrued and unpaid interest, calculated according to the CDR term, not provided for is estimated at Rs. 54,084 lakhs (Previous Year Rs. 35,901 lakhs) for the year ended 31st March, 2018 and the same has not been considered for preparation of the financial statements for the year ended 31st March 2018. Due to non provision of the interest expense, net loss for the year ended 31st March, 2018 is reduced by Rs. 54,084 lakhs. Further the Financial Liability is reduced by Rs. 89,985 lakhs and correspondingly the equity is increased by the same amount.

4. The balances of Trade Receivables, Loan and Advances, Deposits and Trade Payables are subject to confirmation/reconciliation and subsequent adjustments, if any. During the year, e-mails/letters have been sent to various parties with a request to confirm their balances as on 31st March, 2018 out of which few parties have confirmed their balances directly to the auditors or to the company.

5. Exceptional Items of Rs. 132,495.53 lakhs for the year includes:

a. During the year the Company has made an allowance for trade receivables under Expected credit losses (ECL) Method aggregating to Rs. 88093.33 lakhs in compliance of Ind AS 109 which is charged to Statement of Profit & Loss as an exceptional item. Though the company strongly believes that these trade receivables are fully recoverable.

b. The Company has given capital and trade advances amounting to Rs. 3,583.87 lakhs to the suppliers that are outstanding for a long time. In view of reduction in activities, the materials and services could not be called from such suppliers. In compliance of Ind AS 36 impairment for capital and trade advances amounting to Rs. 3,583.87 lakhs which is charged to Statement of Profit & Loss as an exceptional item. Though the company strongly believes that these advances are fully recoverable/adjustable.

c. Loss on sale of inventories, i.e. Raw Material, Work in Progress, Finished Goods, amounting Rs. 40710.65 lakhs had arisen due to sale of inventories identified as non-moving, slow moving, obsolete and damaged inventory during the year which was below the carrying values/cost of inventories resulting in an exceptional loss on sales.

6. There are no long term contracts, as on the date of balance sheet, including derivative contracts for which there are any material foreseeable losses.

7. The company had given financial guarantee to the extent of Rs 201,324 lakhs to the bankers of its subsidiary namely SEL Textiles Limited, to secure the credit facilities availed by it. The said financial guarantee amounting Rs. 201,324 lakhs (consisting of principal outstanding and interest thereon upto 31st March 2018 calculated as per terms of MRA with CDR lenders of subsidiary company) and has been duly recognised in financial statements as required by Ind AS 109. The said guarantee has been invoked by the bankers before initiation of Corporate Insolvency Resolution Process.

8. The company had recognized prior period errors in respect of measurement of unsecured loans and liability component of compound financial instrument in compliance with Ind AS 8. The said elements were measured at cost in previous year which is now measured at amortized cost and the same have been recasted in the financial statements.

9. Segment Information: Products and services from which reportable segments derive their revenues: In accordance with Ind AS 108 "Operating Segments", the chief operating officer (COO) of the Company reported that the company is engaged in the business of manufacturing &processing of textile products i.e. a single business and all business activities revolve around this segment.

Geographical information: The Company operates in two principal geographical areas - India and outside India.

The Company''s revenue from continuing operations from external customers by location of operations and information about its non-current assets* by location of assets are detailed below.

b. Provident Fund: During the year the company has recognized an expense of Rs. 538.80 lakhs (Previous Year Rs. 676.95 lakhs) towards provident fund scheme

c. Leave Encashment: During the year the company has recognized an expense of Rs. 200.03 lakhs (Previous Year Rs. 99.51 lakhs).

The company has assessed that sufficient taxable profits would not be available in near future to utilize carried forward MAT credit entitlement of Rs 5,533.60 lakhs and deferred tax assets of Rs. 51,212.91 lakhs and the company has written down both the above tax assets. As a result, tax expenses increased by Rs. 56,746.51 lakhs included Rs.1286.97 lakhs through OCI. Further deferred tax asset in respect of unused tax losses amounting to Rs. 57,299.93 lakhs as of 2018, respectively have not been recognized by the Company.

10. The foreign branch of the company in United Arab Emirates is closed with effect from December 31st, 2017.

11. Financial Risk Management

The Company''s principal financial liabilities comprises of loans and borrowings, trade and other payables, and other current liabilities. The main purpose of these financial liabilities is to raise finance for the Company''s operations. The Company has loans and receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations. The management of the company has set out the company''s overall business strategies and its risk management policy. The Company''s overall financial risk management program seeks to minimize potential adverse effects on the financial performance of the company. The company policies include financial risk management policies covering specific areas, such as market risk (including foreign exchange risk, interest risk, liquidity risk and credit risk). Periodic reviews are undertaken to ensure that the company''s policy guidelines are complied with.

There has been no change to the company''s exposure to the financial risks or the manner in which it manages and measures the risk. The company is exposed to the following risks related to financial instruments. The company has not framed formal risk management policies; however, the risks are monitored by management on a continuous basis. The company does not enter into or trade in financial instruments, investment in securities, including derivative financial instruments, for speculative or risk management purposes.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below:

(a) Market Risk: Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity risk. Financial instruments affected by market risk include loans & borrowings and deposits. The sensitivity analyses in the following sections relate to the position as at 31 March 2018 and 31 March 2017.

The following assumption have been made in calculating the sensitivity analyses:

i) The sensitivity of the statement of comprehensive income is the effect of the assumed changes in interest rates on the net interest income for one year, based on the average rate of borrowings held during the year ended 31 March 2018, all other variables being held constant. These changes are considered to be reasonably possible based on observation of current market conditions.

(b) Foreign Currency Risk Management: The Company undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.

(c) Liquidity Risk Management: The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has outstanding bank borrowings. The Company is passing through a phase of liquidity stress and there is a mismatch in cash flows. Due to this, the capacities of the Company are running at sub-optimal level. The Company is at an advanced stage of negotiations with the banks for restructuring of its debt which would correct the cash flow mismatch. The Company believes that post restructuring, the Company would be able to generate enough cash inflows to meet its working capital requirements in the medium and long run.

The company manages liquidity risk by maintaining adequate reserves, continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

(d) Credit Risk Management: Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the company. Credit risk has always been managed by the company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the company uses expected credit loss model to assess the impairment loss or gain. The Company has exposure to credit risk from trade receivable balances on sale of Readymade Garments, Towel and Yarns. The Company has entered into short-term agreements with companies incorporated in overseas to sell the Readymade Garments, Towel and Yarns. Therefore the Company is committed, in the short term, to sell Readymade Garments, Towel and Yarns to these customers and the potential risk of default is considered low. For other customers, the Company ensures concentration of credit does not significantly impair the financial assets since the customers to whom the exposure of credit is taken are well established and reputed industries engaged in their respective field of business. The creditworthiness of customers to which the Company grants credit in the normal course of the business is monitored regularly.

(e) Capital Risk Management: The Company''s objectives when managing capital is to safeguard the Company''s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The director''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

No Changes were made in the objectives, policies or processes during the years ended 31st March 2018 and 31st March 2017.

12. Previous year amounts have been reclassified wherever necessary and conform to Ind AS presentation.

13. Note No. 1 to 53 forms integral part of balance sheet and statement of profit /loss.


Mar 31, 2016

*includes demand from tax authorities for various matters. The Company/tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management

1. The related party disclosure in accordance with Accounting Standard-18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India is given below:-

Sr. No. | Name of Related Party Relationship ~

1 S. E. Exports Subsidiary Partnership Firm

2 SEL Textiles Ltd. Subsidiary Company

3 SEL Aviation Pvt. Ltd. Subsidiary Company

4 *SEL Textile Corporation Subsidiary Company

_5__**Omega Hotels Ltd.__Subsidiary Company_

6__*Silverline Corporation Ltd.__Fellow Subsidiary Company_

7 *Mr. R.S.Saluja Mr. Neeraj Saluja

Mr. Dhiraj Saluja Key Management Personnel

Mr. Navneet Gupta

__Mr. V.K. Goyal__

8 *Mrs. Sneh Lata Saluja

*Mrs. Ritu Saluja Relatives of KMP

__*Mrs. Reema Saluja__

9 *Shiv Narayan Investments Pvt. Ltd. Enterprises over which key management personal *Saluja International and relatives of such personal is able to exercise

__Rythm Textiles & Apparels Park Ltd.__significant influence_

*No transactions have taken place during the year.

** cease to exist during the year.

‘excluding all taxes

10. Earnings Per Share

The calculation of Earnings per Share as disclosed in the Statement of Profit & Loss has been in accordance with Accounting Standard (AS)-20 on" Earnings per Share’’ issued by the Institute of Chartered Accountants of India.

11. The balances of Trade Receivables, Loan and Advances, Deposits and Trade Payables are subject to confirmation/reconciliation and subsequent adjustments if any. During the year, e-mails have been sent to various parties with a request to confirm their balances as on 31st March, 2016 out of which few parties have confirmed their balances direct to the auditors or to the company.

12. In opinion of the Board, all the current assets, loans & advances have the value on realization in the ordinary course of business at-least equal to amount at which they are stated.

13. During the year the Company sold 97.85% of its stake in Omega Hotels Limited and thus Omega Hotels Limited cease to be subsidiary of the Company. The loss on sale of investment amounting to Rs. 67,436,054/- has been shown under the exceptional items.

14. There are no long term contracts, as on the date of balance sheet, including derivative contracts for which there are any material foreseeable losses.

15. Segment Reporting: Segment Information as required by Accounting Standard (AS)-17 on Segment Reporting, issued by Companies (Accounting Standards) Rules 2014, has been compiled on the basis of the consolidated financial statements and is disclosed in the notes to accounts forming part of the consolidated financial statements in accordance with the above standard. Therefore segment information in respect of separate financial statements of the company is not being disclosed in the stand alone financial statements.

16. The Company followed an aggressive growth path in the last eleven years, it had considerably grown its balance sheet, including debt. Due to the industry situation in general viz. slowdown and company specific issues such as growing debt, delayed realization of debtors, working capital shortfall, delay in project completion and cash flow mismatch, which had adversely affected the liquidity position of the company, the company was facing financial problems and finding difficulty in servicing its debt obligation. Therefore, it approached the lenders for restructuring its debts under Corporate Debt Restructuring (CDR) mechanism.

The Company''s proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vide Letter of Approval (LOA) dt. 30.06.2014. The cut-off date (COD) for implementation of CDR was 30th September, 2013. The Company executed Master Restructuring Agreement (MRA) with CDR Lenders on 24th September, 2014. The details of the Restructuring package as approved by CDR cell were as under:

a) Restructuring of repayment schedule for term loans under Technology Up gradation Funds Scheme (TUFS) and Non-TUFS Term Loans, reduction in interest rates, additional facilities in the form of Working Capital Term Loan (WCTL) & Funded Interest Term Loan (FITL).

b) The promoters to bring contribution equivalent to 25% of the sacrifice amount of by lenders. Accordingly, promoters have brought in an amount of Rs. 69.71 crores as 1% Redeemable, Non-Cumulative, Non-Convertible Preference Shares .

c) Lenders with the approval of CDR EG shall have the right to recompense the reliefs/sacrifices/waivers extended by respective CDR lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Tentative recompense amount comes to Rs. 129.51crores. However, the credit facilities envisaged and sanctioned under CDR package were not released by the lenders to the Company, which resulted in sub-optimum utilization of manufacturing facilities. Due to non-disbursement of funds the Company could not complete one of its spinning projects where substantial amount was already incurred. All this has led to adverse financial performance and erosion in net worth of the Company. The company has accumulated losses of Rs. 425.77 crores as at March 31, 2016 resulting net worth reduced to Rs.755.67 crores. Also the company is facing cash flow mismatch and is not able to serve debt obligations as per the terms of CDR package sanctioned earlier.

17. Previous year amounts have been reclassified wherever necessary to conform with current year presentation.

18. Consequent to the enactment of the Companies Act, 2013 (the Act) and its applicability for accounting periods commencing from April 1, 2014, the Company has recalculated the remaining useful life of fixed assets in accordance with the provisions of Schedule II to the Act. During FY 2014-15, fixed assets which have already completed their useful life in terms of Schedule II of the Act, the carrying value (net of deferred tax) of Rs. 18,784,495/- of such assets as at April 1, 2014 has been adjusted to Retained Earnings and in case of other fixed assets the carrying value (net of residual value) is being depreciated as per method over the re-calculated remaining life. The depreciation expense charged for the year ended March 31, 2015 would have been lower by Rs. 87.51 crores, had the Company continued with the previously prescribed depreciation rates as per Schedule-XIV of the Companies Act, 1956.

19. Capital Work in Progress includes, Project and Pre-operative Expenses pending allocation to fixed assets:

b. Provident Fund

During the year the company has recognized an expense of Rs. 72,532,791/- (Previous Year Rs. 68,305,367/-) towards provident fund scheme.

c. Leave Encashment

During the year the company has recognized an expense of Rs. 12,480,929/- (Previous Year Rs. 20,829,055/-).

20. During the year, the company has changed its accounting policy of recognizing liability for leave with wages from accrual valuation to actuarial valuation. Had the company followed its previous policy then the loss for the period, accumulated losses as well as liabilities as shown in the balance sheet would have been more by Rs. 351,590/-.


Mar 31, 2015

1. The outstanding balances as at March 31, 2015 in respect of some of the Trade Receivables and trade payables are subject to confirmation from the respective parties and consequent reconciliation/adjustments arising there from, if any. The management however, does not expect any material difference affecting the financial statements for the year.

2. In opinion of the Board, all the current assets, loans & advances have the value on realization in the ordinary course of business at-least equal to amount at which they are stated.

3. Consequent to the enactment of the Companies Act, 2013 (the Act) and its applicability for accounting periods commencing from April 1, 2014, the Company has recalculated the remaining useful life of fixed assets in accordance with the provisions of Schedule II to the Act. In case of fixed assets which have already completed their useful life in terms of Schedule II of the Act, the carrying value (net of deferred tax) of Rs. 18,784,495/- of such assets as at April 1, 2014 has been adjusted to Retained Earnings and in case of other fixed assets the carrying value (net of residual value) is being depreciated as per method over the re-calculated remaining life. The depreciation expense charged for the year ended March 31, 2015 would have been lower by Rs. 87.51 crores, had the Company continued with the previously prescribed depreciation rates as per Schedule-XIV of the Companies Act, 1956.

4. There are no long term contracts as on 31.03.2015 including derivative contracts for which there are any material foreseeable losses.

5. During the year 2013-14 the Company had identified non-moving, slow moving, obsolete and damaged inventory in finished goods. An aggregate amount of Rs. 180.94 crores was recognizes as reduction in value of inventories due to write down thereof to net realizable value by charging to Profit & Loss Statement as an exceptional item.

6. Earnings Per Share

The calculation of Earnings per Share as disclosed in the statement of Profit & Loss has been in accordance with Accounting Standard (AS)-20 on "Earning per Share" issued by the Institute of Chartered Accountants of India.

7. Segment Reporting

Segment Information as required by Accounting Standard (AS)-17 on Segment Reporting, issued by Companies (Accounting Standards) Rules 2014, has been compiled on the basis of the consolidated financial statements and is disclosed in the notes to accounts forming part of the consolidated financial statements in accordance with the above standard. Therefore segment information in respect of separate financial statements of the company is not being disclosed in the stand alone financial statements.

8. The Company followed an aggressive growth path in the last ten years, it had considerably grown its balance sheet, including debt. Due to the industry situation in general viz. slowdown and company specific issues such as growing debt, delayed realization of debtors, working capital shortfall, delay in project completion and cash flow mismatch, which had adversely affected the liquidity position of the company, the company was facing financial problems and finding difficulty in servicing its debt obligation. Therefore, it approached the lenders for restructuring its debts under Corporate Debt Restructuring (CDR) mechanism.

During the year, the Company's proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vide Letter of Approval (LOA) dt. 30.06.2014. The cut-off date (COD) for implementation of CDR was 30th September, 2013. The Company executed Master Restructuring Agreement (MRA) with CDR Lenders on 24th September, 2014. The details of the Restructuring package as approved by CDR cell are as under:

a) Restructuring of repayment schedule for term loans under Technology Upgradation Funds Scheme (TUFS) and Non-TUFS Term Loans, reduction in interest rates, additional facilities in the form of Working Capital Term Loan (WCTL) & Funded Interest Term Loan (FITL).

b) The promoters to bring contribution equivalent to 25% of the sacrifice amount of by lenders. Accordingly, promoters have brought in an amount of Rs. 69.71 crores as 1% Redeemable, Non-Cumulative, Non-Convertible Preference Shares.

c) Lenders with the approval of CDR EG shall have the right to recompense the reliefs/sacrifices/waivers extended by respective CDR lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain. Tentative recompense amount comes to Rs. 129.51 crores.

9. Prior year amounts have been reclassified wherever necessary to conform with current year presentation.

10. During the year the company has transferred the unclaimed dividend for the year 2007-08 amounting to Rs. 28,348/- to the Investor Education and Protection Fund.


Mar 31, 2014

Corporate Information

SEL Manufacturing Co. Limited is a public company incorporated in India under the provisions of the Companies Act, 1956. The Company is engaged in the manufacturing, processing & trading of yarn, fabric, readymade garments and towel.

1. Contingent Liabilities

There are contingent liabilities in respect of the following items: No outflow is expected in view of the past history relating to these items:-

(Rs. In Crores)

Particulars March 31, 2014 March 31, 2013

i) Export Bills Discounted 43.65 127.09

ii) Estimated amount of capital contracts remaining to be executed net of advances 41.51 71.95

iii) Guarantees given by the Company on behalf of SEL Textiles Ltd. (Subsidiary Company) 1487.55 1487.55

iv) Income Tax* 0.53 -

v) Performance Guarantees issued for export obligations 495.61 1088.43

vi) Others (Net of deposit of Rs. 0.07 crores (Previous Year Rs. 0.07 crores) against the said demand, contested in appeal. 0.07 0.07

(vi) During the year under audit, the Income Tax authorities carried out search & seizure action u/s. 132(1) of the Income Tax Act, 1961 on the Company, its promoters and some other companies/entities. The consequential assessment proceedings are in progress. Pending these proceedings, no provision has been made in the books for additional liability (amount presently not ascertainable) for tax, interest and penalty, if any.

''includes demand from tax authorities for various matters. The Company/tax department has preferred appeals on these matters and the same are pending with various appellate authorities. Considering the facts of the matters, no provision is considered necessary by management.

2. The Company has initiated the process of identifying non-moving, slow moving, obsolete and damaged inventory in finished goods during the year, which was concluded at the close of the year. The company has recognized an aggregate amount of Rs. 180.94 crores as reduction in value of inventories due to write down thereof to net realizable value, which is charged to Profit & Loss Statement as an exceptional item.

3. The outstanding balances as at March 31, 2014 in respect of some of the Trade Receivables and trade payables are subject to confirmation from the respective parties and consequent reconciliation/adjustments arising there from, if any. The management however, does not expect any material difference affecting the financial statements for the year.

4. In opinion of the Board, all the current assets, loans & advances have the value on realization in the ordinary course of business at-least equal to amount at which they are stated.

5. There are no outstanding forward exchange contracts.

6. Segment Reporting

Segment Information as required by Accounting Standard (AS)-17 on Segment Reporting, issued by Companies (Accounting Standards) Rules 2006, has been compiled on the basis of the consolidated financial statements and is disclosed in the notes to accounts forming part of the consolidated financial statements in accordance with the above standard. Therefore segment information in respect of separate financial statements of the company is not being disclosed in the stand alone financial statements.

7. The Company followed an aggressive growth path in the last ten years, it had considerably grown its balance sheet, including debt. Due to the industry situation in general viz. slowdown and company specific issues such as growing debt, delayed realisation of debtors, working capital shortfall, delay in project completion and cash flow mismatch, which had adversely affected the liquidity position of the company, the company was facing financial problems and finding difficulty in servicing its debt obligation. Therefore, it had approached the lenders for restructuring its debts under Corporate Debt Restructuring (CDR) mechanism. The Corporate Debt Restructuring (CDR) package will help the company in coming out of the financial problem and enable it to service debt/ interest obligations in terms of the package. A Joint Lenders Meeting (JLM) was held on November 06, 2013 wherein it was decided to refer the case to the Corporate Debt Restructuring (CDR) Forum to restructure the Company''s debt in order to get through the present phase of industry-wide liquidity crunch.

The Board of Directors of the Company in its Meeting held on November 14, 2013 had accorded its approval for restructuring of the debts of the Company under Corporate Debt Restructuring (CDR) Mechanism of the Reserve Bank of India. Corporate Debt Restructuring Empowered Group (CDREG) in its meeting held on February 17, 2014 admitted the Company under CDR.

8. The Company on June 9, 2012 had allotted 72,900,000 equity warrants on preferential basis, carrying an option to the holder of such warrants to subscribe to one equity share of Rs. 10 at a premium of Rs. 2 per share for every warrant held, which can be converted into equity shares within 18 months from the date of allotment i.e. anytime before December 8, 2013 in terms of SEBI (DIP) Guidelines read with SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009. The holders of equity warrants have not exercised their right of conversion within the stipulated period of 18 months from the date of allotment. Accordingly, the said warrants stand forfeited and the application money received of Rs. 21.87 crores received there against has been transferred to Capital Reserve.

9. Prior year amounts have been reclassified wherever necessary to conform with current year presentation.


Mar 31, 2013

1. Corporate Information

SEL Manufacturing Co. Limited is a public company incorporated in India under the provisions of the Companies Act, 1956. The Company is engaged in the manufacturing, processing & trading of yarn, fabric, readymade garments and towel.

2. Contingent Liabilities

There are contingent liabilities in respect of the following items: No outflow is expected in view of the past history relating to these items:-

(Rs. In Crores)

Particulars March 31, 2013 March 31, 2012

(i) Export Bills Discounted 127.09 20.38

(ii) Estimated amount of capital contracts remaining to be executed net of advances 71.95 238.11

(iii) Guarantees given by the Company on behalf of SEL Textiles Ltd. (Subsidiary Company) 1487.55 1487.55

(iv) Performance Guarantees issued for export obligations 1088.43 1381.92

(v) Others (Net of deposit of Rs. 0.07 crores (Previous Year Rs. Nil crores) against the said demand, contested in appeal. 0.07 -

3. Earnings Per Share

The calculation of Earnings per Share as disclosed in the statement of Profit & Loss has been in accordance with Accounting Standard (AS)-20 on "Earning per Share" issued by Companies (Accounting Standards) Rules, 2006.

A statement on calculation of Basic & Diluted EPS is as under:

4. The outstanding balances as at 31st March, 2013 in respect of Sundry Debtors and Creditors are subject to confirmation from the respective parties and consequent reconciliation/adjustments arising there from, if any. The management however, does not expect any material variation.

5. In opinion of the Board, all the current assets, loans & advances have the value on realization in the ordinary course of business at-least equal to amount at which they are stated.

6. Expenses on issue of Global Depositary Receipts (GDRs) and increase in authorized capital are being adjusted against Securities Premium Account as permitted by the Section 78 of the Companies Act.

7. There are no outstanding forward exchange contracts.

8. Segment Information as required by Accounting Standard (AS)-17 on Segment Reporting, issued by Companies (Accounting Standards) Rules 2006, has been compiled on the basis of the consolidated financial statements and is disclosed in the notes to accounts forming part of the consolidated financial statements in accordance with the above standard. Therefore segment information in respect of separate financial statements of the company is not being disclosed in the stand alone financial statements.

9. The Company has purchased, through auction by Official Liquidator, the assets of a closed unit namely, Mangla Cotex Limited for Rs. 6.70 Crores. However, so far the Company has paid Rs. 1.675 Crores as advance for property, which has been shown under Capital Advances, and the possession of the same would be taken only after the confirmation of auction by the High Court.

10. The Company has issued Global Depositary Receipts (GDRs) at the rate of USD 19.6429 per GDR amounting to Rs. 241.64 crores (USD 43,214,380). The funds have been used for the purpose for which these were raised during the year.

11. The Company on June 9, 2012 had issued 72,900,000 warrants carrying an option to the holder of such warrants to subscribe to one equity share of Rs. 10 at a premium of Rs. 2 per share for every warrant held, which can be converted into equity shares within 18 months from the date of allotment i.e. anytime before December 8, 2013. Against these outstanding warrants as on March 31, 2013, an amount of Rs. 21.87 crores i.e. 25% of Rs. 12 per warrant has been received by the Company.

12. Capital Work in Progress includes, Project and Pre-operative Expenses pending allocation to fixed assets:

13. The summarized position of Post-Employment benefits and long term employee benefits recognized in the Profit & Loss Account and Balance Sheet as required in accordance with Accounting Standard (AS15) are as under:

a. Gratuity

The principal assumptions used in actuarial valuation of gratuity are as below:

b. Provident Fund

During the year the company has recognized an expense of Rs. 59,055,884/- (Previous Year Rs. 34,706,164/-) towards provident fund scheme.

c. Leave Encashment

During the year the company has recognized an expense of Rs. 14,435,050/- (Previous Year Rs. 5,216,533/-).


Mar 31, 2012

1. Corporate Information

SEL Manufacturing Co. Limited is a public company incorporated in India under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Company is engaged in the manufacturing, processing & trading of yarn, fabric, readymade garments and towel.

2. Contingent Liabilities

There are contingent liabilities in respect of the following items: No outflow is expected in view of the past history relating to these items:-

(Rs.In Crores) Particulars March 31,2012 March 31,2011

(i) Export Bills Discounted 20.38 18.81

(ii) Estimated amount of capital contracts remaining to be

executed net of advances 238.11 38.33

(iii) Income Tax demand for AY 2005-06 to AY 2009-10 (Previous Year AY 2004-05 to AY 2008-09) net of deposit 0 1.16

of Rs. Nil crores (Previous year Rs. 1.91 crores) against the said demand, contested in appeals.

(iv) Guarantees given by the Company on behalf of SEL

Textiles Ltd. (Subsidiary Company) 1487.55 316.15

(v) Performance Guarantee 1381.92 1534.75

3. Earnings Per Share

The calculation of Earnings per Share as disclosed in the statement of Profit & Loss has been in accordance with Accounting Standard (AS)-20 on "Earning per Share" issued by Companies (Accounting Standards) Rules, 2006.

4. Debit or Credit balances on whatsoever account are subject to confirmation from parties; as such their effect on profit and loss account cannot be reflected.

5. In opinion of the Board, all the current assets, loans & advances have the value on realization in the ordinary course of business at-least equal to amount at which they are stated.

6. Expenses on issue of QIBs and increase in authorized capital are being adjusted against Securities Premium Account as permitted by the Section 78 of the Companies Act.

7. There are no outstanding forward exchange contracts.

8. Segment Reporting

Segment Information as required by Accounting Standard (AS)-17 on Segment Reporting, issued by Companies (Accounting Standards) Rules 2006, has been compiled on the basis of the consolidated financial statements and is disclosed in the notes to accounts forming part of the consolidated financial statements in accordance with the above standard. Therefore segment information in respect of separate financial statements of the company is not being disclosed in the stand alone financial statements.

9. The Company has purchased, through auction by Official Liquidator, the assets of a closed unit namely, Mangla Cotex Limited for Rs. 6.70 Crores. However, so far the Company has paid Rs. 1.675 Crores as advance for property, which has been shown under Capital Work in Process & Advances, and the possession of the same would be taken only after the confirmation of auction by the High Court.

10. In accordance with the Accounting Standard (AS)-28 on Impairment of Assets, the Company has access as on the balance sheet date, whether there are any indications (listed in paragraph 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly no impairment has been provided in the books of account.

11. a) In 2009-10 the Company has issued 5,600,000 Global Depositary Receipts (GDRs) at the rate of USD 1.52 per GDR (USD 8,512,000), out of which USD 8,392,000 amounting to Rs. 39.48 crores (after netting of USD 120,000 for GDRs issue expenses) were unutilized and lying with Overseas Bank, in the form of fixed deposit. The said amount has been utilized for the purpose for which these were raised during the year.

b) During the year 2010-11 the Company has issued two series of Global Depositary Receipts (GDRs). The first series being of 3,000,000 Global Depositary Receipts (GDRs) at the rate of USD 15.50 per GDR amounting to Rs. 207.20 crores (USD 46,500,000). The second series being of 3,500,000 Global Depositary Receipts (GDRs) at the rate of USD 10.00 per GDR amounting to Rs. 162.96 crores (USD 35,000,000). The funds have been used for working capital/capital expenditures. The funds USD 2,500,000 amounting to Rs. 11.64 crores, and lying with Overseas Bank have been utilized for the purpose for which these were raised during the year.

12. During the year the Company had allotted 12,000,000 equity warrants on preferential basis, carrying an option to the holder of such warrants to subscribe to one equity share of Rs. 10/- each at a premium of Rs. 5.25/- per share for every warrant held, within 18 months from the date of allotment (i.e. from Dec. 21, 2011), in terms of SEBI (DIP) Guidelines read with SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009. All of the aforesaid holders of 12,000,000 equity warrants have exercised this option by depositing the amount during the year itself.

13. The summarized position of Post-Employment benefits and long term employee benefits recognized in the Profit & Loss Account and Balance Sheet as required in accordance with Accounting Standard (AS15) are as under:

a. Gratuity

The principal assumptions used in actuarial valuation of gratuity are as below:

b. Provident Fund

During the year the company has recognized an expense of Rs. 34,706,164/- (Previous Year Rs. 22,092,868/-) towards provident fund scheme.

c. Leave Encashment

During the year the company has recognized an expense of Rs. 5,216,533/- (Previous Year Rs. 4,783,052/-).

14. A sum of Rs. Nil crores (Previous Year Rs. 0.47 crores) is included in profit & loss account under different expenditures heads representing prior period items.


Mar 31, 2011

1. There are contingent liabilities in respect of the following items: No outflow is expected in view of the past history relating to these items:- (Rs. in Crores)

Particulars March 31, 2011 March 31, 2010

(i) Export Bills Discounted 18.81 32.63

(ii) Estimated amount of capital contracts remaining to be executed net of advances 38.33 19.97

(iii) Income Tax demand for AY 2005-06 to AY 2008-09 (Previous Year AY 2004-05 to AY 2007-08) net of deposit of Rs. 1.91 crores (Previous year Rs. 3.61 crores) 1.16 1.86 against the said demand, contested in appeals.

(iv) Guarantees given by the Company on behalf of SEL Textiles Ltd. (Subsidiary Company) 316.15 67.15

2. Earnings Per Share

The calculation of Earnings per Share as disclosed in the statement of Profit & Loss has been in accordance with Accounting Standard (AS)-20 on "Earning per Share" issued by Companies (Accounting Standards) Rules, 2006.

3. Debit or Credit balances on whatsoever account are subject to confirmation from parties; as such their effect on profit and loss account cannot be reflected.

4. In opinion of the Board, all the current assets, loans & advances have the value on realization in the ordinary course of business at-least equal to amount at which they are stated.

5. Current Assets, Loans & Advances includes Rs. 1.81 Cores (Previous Year Rs. 20.85 Crores) due from firms as debtors in which directors of the company are interested as partners.

6. Expenses on issue of Shares & GDRs are being adjusted against Securities Premium Account as permitted by the Section 78 of the Companies Act.

7. There are no outstanding forward exchange contracts.

8. Segment Reporting

Segment Information as required by Accounting Standard (AS)-17 on Segment Reporting, issued by Companies (Accounting Standards) Rules 2006, has been compiled on the basis of the consolidated financial statements and is disclosed in the notes to accounts forming part of the consolidated financial statements in accordance with the above standard. Therefore segment information in respect of separate financial statements of the company is not being disclosed in the stand alone financial statements.

9. The Company has purchased, through auction by Official Liquidator, the assets of a closed unit namely, Mangla Cotex Limited for Rs. 6.70 Crores. However, so far the Company has paid Rs. 1.675 Crores as advance for property, which has been shown under Capital Work in Process & Advances, and the possession of the same would be taken only after the confirmation of auction by the High Court.

Note: Balances with non-scheduled banks in Overseas are translated at the year-end rates of exchange.

10. The tax paid u/s 115JB (MAT) of Income Tax Act, 1961 has been treated as an asset in accordance with the provision of the Guidance note for Credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961 issued by the Institute of Chartered Accountants of India. The MAT credit entitlement for the current year is on the basis of statement of assessable income prepared on provisional basis.

11. In accordance with the Accounting Standard (AS)-28 on Impairment of Assets, the Company has access as on the balance sheet date, whether there are any indications (listed in paragraph 8 to 10 of the Standard) with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly no impairment has been provided in the books of account.

12. Cheques issued but not presented for payment amounting to Rs. 665,981,773/- (Previous Year Rs. 308,253,944/-) have been shown as Rs. 363,641,944/- (Previous Year Rs. 84,329,964/-) under the head other liabilities after netting of Cheques in Hand Rs. 302,339,829/- (Previous Year Rs. 223,923,980/-).

# Excludes provision for gratuity, which is determined on the basis of actuarial valuation done on overall basis for the company.

13. (i) In 2009-10 the Company has issued 5,600,000 Global Depositary Receipts (GDRs) at the rate of USD 1.52 per GDR (USD 8,512,000), out of which USD 8,392,000 amounting to Rs. 39.48 crores (after netting of USD 120,000 for GDRs issue expenses) is still unutilized and lying with Overseas Bank, in the form of fixed deposit. The said amount is shown in "Balances with Bank in Fixed Deposits Account" in Annexure-J of Cash & Bank Balances.

(ii) During the year the Company has issued two series of Global Depositary Receipts (GDRs). The first series being of 3,000,000 Global Depositary Receipts (GDRs) at the rate of USD 15.50 per GDR amounting to Rs. 207.20 crores (USD 46,500,000). The second series being of 3,500,000 Global Depositary Receipts (GDRs) at the rate of USD 10.00 per GDR amounting to Rs. 162.96 crores (USD 35,000,000). The funds have been used for working capital/capital expenditures. Out of total receipts USD 2,500,000 amounting to Rs. 11.64 crores is still unutilized and lying with Overseas Bank and the said amount is shown in "Balances with Bank" in Annexure-J of Cash & Bank Balances.

14. (i) In 2009-10 the Company had allotted 6,600,000 equity warrants on preferential basis, carrying an option to the holder of such warrants to subscribe to one equity share of Rs. 10/- each at a premium of Rs. 60/- per share for every warrant held, within 18 months from the date of allotment (i.e. from Sept. 18, 2009), in terms of SEBI (DIP) Guidelines read with SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009. Out of above, holders of 5,700,000 equity warrants have exercised this option by depositing the remaining amount in the year 2009-10 and the balance 900,000 equity warrant holders have exercised this option by depositing the remaining amount during the year under consideration.

(ii) During the year the Company had allotted 3,090,000 equity warrants on preferential basis, carrying an option to the holder of such warrants to subscribe to one equity share of Rs. 10/- each at a premium of Rs. 64/- per share for every warrant held, within 18 months from the date of allotment (i.e. from Sept. 27, 2010), in terms of SEBI (DIP) Guidelines read with SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009. All of the aforesaid holders of 3,090,000 equity warrants have exercised this option by depositing the amount during the year itself.

15. The Micro, Small and Medium Enterprises Development Act, 2006 come into force w.e.f. 02.10.2006. The Company has not received any confirmation from its vendors / service providers regarding their status of registration under the said act. Hence, the disclosures required under the said Act have not been given.

16. The Company has under taken export obligation of Rs. 2101.86 crores to export of goods against the issuance of EPCG Licenses for the import of capital goods and duty free procurement of indigenous capital goods etc. Out of this, export obligations of Rs. 567.11 crores have already been fulfilled up to 31st March 2011.

17. The summarized position of Post-Employment benefits and long term employee benefits recognized in the Profit & Loss Account and Balance Sheet as required in accordance with Accounting Standard (AS15) are as under:

b) Provident Fund:

During the year the company has recognized an expense of Rs 22,092,868/- (Previous Year Rs. 11,291,220/-) towards provident fund scheme.

c) Leave Encashment

During the year the company has recognized an expense of Rs 4,783,052/- (Previous Year Rs. 5,038,964/-).

18. Current Liabilities include Rs. 28,348/- (Previous Year Rs 28,348/-) on account of Unclaimed Dividend. Unclaimed Dividend for the year 2007-08 does not include any amount due and outstanding to be credited to investors Education and Protection Fund.

19. A sum of Rs. 0.47 crores (Previous Year Rs. 0.01 crores) is included in profit & loss account under different expenditures heads representing prior period items.

20. The figures in bracket indicate deductions.

21. The figures of the previous year have been rearranged and / or regrouped, wherever considered necessary to facilitate comparison.

22. Additional information as required by paragraph 3 & 4 of Part II of Schedule VI of the Companies Act, 1956 and Balance Sheet abstract and Companys General Profile are enclosed herewith.


Mar 31, 2010

1. There are contingent liabilities in respect of the following items: No outflow is expected in view of the past history relating to these items:-

(Rs. In Crores) Particulars March 31, 2010 March 31, 2009

(i) Export Bills Discounted 32.63 17.18

(ii) Estimated amount of capital contracts remaining to beexecuted net of advances 19.97 16.44

(iii) Income Tax demand for AY 2004-05, 2005-06 & 2006-07 (Previous year for AY 2004-05) net of deposit of Rs. 1.86 0.31

3.61 crores (Previous year Rs. 3.56 crores) against the said demand.

(iv) Guarantees given by the Company on behalf of SEL 67.15 -



3. Earnings Per Share Rules, 2006.

4 Debit or Credit balances on whatsoever account are subject to confirmation from parties; as such their effect on profit and loss account cannot be reflected.

5 in opinion of the Board, all the current assets, loans & advances have the value on realization in the ordlP^ course of business at-least equal to amount at which they are stated.

6 Current Assets, Loans & Advances includes Rs. 20.85 Crores due from firms as debtors in which directors of the company are interested as partners.

7 Expenses on issue of Shares & GDRs are being adjusted against Securities Premium Account as permitted by the Section 78 of the Companies Act.

8 The Company is one of the partner in partnership firm M/S SE Exports and M/s Kudu Industries. The name of the partners and their profit sharing ratio are as under:

9. The tax paid u/s 115JB (MAT) of income tax act, 1961 has been treated as an asset in according with the procision of the Guidance note for Credit available in respect of minimum Alternate Tax under the Income Tax Act, 1961 issued by the Institute of Chartered Accountants in india.

10.Cheques issued but not presented for payment amounting to Rs. 308,253,994 /- have been shown asRs.84,329,964

11 The company has issued 56 00.000 Global Depository Receipts (GDRS) at the rate of USD 1.52 per GDR amounting to Rs. 39.71 crores out of which USD8,392,000. (ie from Sept 18 ?009) in terms of SEBI (DIP) Guidelines read with SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009. Out of above, holders of 5,700,000 equity warrants have exercised this option fay depositing the remaining amount.

(ii) Out of the holders of 5,700,000 equity warrants issued on preferential basis in financial year 2008- 09 1 891 000 warrant holders have exercised their right for conversion of warrants into equity shares bydepositing the balance consideration while the remaining holders of 3,809,000 warrants have not exercised their right of conversion within the stipulated period of 18 months from the date of allotment. Accordingly, the said warrants stand forfeited.

12 The Micro Small and Medium Enterprises Development Act, 2006 come into force w.e.f. 02.10.2006. The Company has not received any confirmation from its vendors / service providers regarding their status of registration under the said act. Hence, the disclosures required under the said Act have not been given.

13 The Company has under taken export obligation of Rs. 1077.92 crores to export of goods against the issuance of EPCG Licenses for the import of capital goods and duty free procurement of indigenous capital goods etc. Out of this, export obligations of Rs. 356.60 crores have already been fulfilled up to 31st March 2010.

14 The summarized position of Post-Employment benefits and long term employee benefits recognized in the Profit & Loss Account and Balance Sheet as required in accordance with Accounting Standard (AS 15) are as under:

Note: Closing Stocks of Yarn includes 386867 kgs Lying at port and in warehouses.

Figures of Closing Stocks are given after adjusting Inter Unit Transfers and Internal Consumption.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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