Just a matter time! of · Forward looking statement In this Annual Report, we have disclosed...

Just a matterof time!

SHRI LAKSHMI COTSYN LIMITED27 T H A N N U A L R E P O R T 14 15

Forward looking statementIn this Annual Report, we have disclosed forward-looking informa on to enable investors to comprehend our prospects and take investment decisions. This report and other statements - wri en and oral - that we periodically make, contain forward-looking statements that set out an cipated results based on the management’s plans and assump ons. We have tried wherever possible to iden fy such statements by using words such as ‘an cipate’, ‘es mate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connec on with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in assump ons. The achievements of results are subject to risks, uncertain es and even inaccurate assump ons. Should known or unknown risks or uncertain es materialise, or should underlying assump ons prove inaccurate, actual results could vary materially from those an cipated, es mated, or projected, readers should keep this in mind. We undertake no obliga on to publicly update any forward-looking statements, whether because of new informa on, future events or otherwise.

1 - 12CORPORATE OVERVIEW2 - 3Corporate Informa on

4 - 5Meet the go-ge er

6 - 7Diverse Product Por olio

8 - 9Chairman's Message

10 - 11Profile of Directors

12Important Cer fica ons

13 - 51STATUTORY REPORT13 - 19Management Discussion and Analysis

20 - 25No ce

26 - 42Directors' Report

43 - 51Report on Corporate Governance

52 - 86FINANCIAL STATEMENTS52 - 74Consolidated Accounts

75 - 85Standalone Accounts

86Statement Regarding Subsidiary Companies

You will come across

We are Dynamic. We are Dedicated and

we are Determined to encounter the

unfavourable scenario.

Its just a matter of time...

We have our Capabili es. We have our Capaci es and we are Commi ed to grow

when the de turns.

We are Ready to Rise up to the occasion.

This is the posi ve mindset we have

developed from the adverse situa on we faced. We strongly

believe in ourselves, our strengths,

our technological innova ons and

our unique product offerings.

2 CORPORATE OVERVIEW STATUTORY REPORT FINANCIAL STATEMENTS

Corporate InformationBOARD OF DIRECTORSDr. M. P. AGARWAL - Chairman cum Mananging DirectorMr. PAWAN KUMAR AGARWAL - Joint Managing DirectorMr. DEVESH GUPTA - Dy. Managing DirectorMrs. SHARDA AGARWAL - Executive DirectorDr. G. N. MATHUR - Independent DirectorMr. PRAMOD KUMAR SINGH - Independent Director

COMPANY SECRETARY & FINANCE CONTROLLERMr. RAKESH KUMAR SRIVASTAVA

PRESIDENT WORKSMR. B. R. GARG

STATUTORY AUDITORSM/s PRADEEP & ASSOCIATESChartered Accountants27/78 A, Gagan Deep ComplexBirhana Road, Kanpur-208001Ph. No. (0512) 2313665

INTERNAL AUDITORSM/s SRIVASTAVA S & Co.Chartered Accountants112 / 206-A, Swaroop Nagar, Kanpur - 208002Ph. No. (0512) 2551249

COST AUDITORMr. A. K. SRIVASTAVA96 Harjender Nagar, Kanpur - 208007Ph. No. 09839116989

LEGAL ADVISORMR. RAM GOPAL PANDEY - AdvocateChamber No. – 17, First FloorPt. M.L. Nehru Adhivakta Bhawan, Civil Court, KanpurPh. No. (0512) 2665598

P. R. ADVISORS. K. ADVERTISERSMIG F- 4 , Gujaini, Kanpur.-208022Ph. No. (0512) 2282265

BANKERS (CDR Members)1. Central Bank of India2. Syndicate Bank3. Union Bank of India4. Canara Bank5. Bank of Baroda6. Punjab National Bank7. Indian Bank8. State Bank of Travancore9. State Bank of Patiala10. State Bank of Mysore11. Exim Bank12. Oriental Bank of Commerce13. Allahabad Bank14. IDBI Bank15. Vijaya Bank16. Corporation Bank17. State Bank of Bikaner & Jaipur18. Axis Bank19. Saraswat Bank 20. Andhra Bank

MONITORING INSTITUTION FOR LENDERSCentral Bank of IndiaCFB, Jeevantara Building, Parliament Street, New Delhi - 110001

SHRI LAKSHMI COTSYN LIMITED

Annual Report 2014-15 3

SECURITY TRUSTEE FOR LENDERS Centbank Financial Services Limited1st Floor, Link House, Bahadurshah Zafar Marg New Delhi - 110002

REGISTERED OFFICE19/X-1 KrishnapuramG.T Road, Kanpur, U.P. 208007Ph. No. (0512) 2402893, 2402733

CORPORATE OFFICEC-40, Sector-57, Noida. U.P.Ph. No. (0120) 4544780

SUBSIDIARY COMPANIES1. SLCL Overseas (FZC) SAIF Zone P.O.8000, Sharjah, U.A.E.2. Shri Lakshmi Defence Solutions Ltd. Rahsoopur Gate No. 133, Tehsil Bindki, Industrial Area, G.T.Road, Dist. Fatehpur3. Synergy Global Home Inc. 160 Green Tree Drive, Suite 101, Dover Kent – 19904, USA

REGISTRAR & TRANSFER AGENTSM/s Abhipra Capital Ltd.GF-58-59 World Trade Centre,Barakhamba Lane, New DelhiPh. No. (011) 23414629, 23413893Mail ID: [email protected]

UNITS(a) MALWAN UNIT UPSIDC Industrial Area P.O. Malwan Dist. Fatehpur, U.P Ph. No. (05181) 248669(b) AUNG UNIT P.O.Aung, GT Road, Dist. Fatehpur, U.P. Ph. No. (05181) 251184 / 48(c) ABHAYPUR UNIT P.O.Aung, GT Road, Dist. Fatehpur, U.P.(d) REWARI BUJURG UNIT Village & Post - Rewari Bujurg Pargana & Tehsil - Bindki, Dist. Fatehpur, U.P.(e) NOIDA UNIT (Closed) C-40, Sector-57, Noida Ph. No. (0120) 4722700

(f) ROORKEE UNIT (Closed) Dev Bhoomi Industrial Estate, Village Banta Kheri, Tehsil Roorkee, District Haridwar, Uttaranchal Ph. No. (01332) 231961(g) SONEPAT UNIT Village-Libaspur, District- Sonepat, Haryana Ph. No. (0130) 2381579(h) SPINNING UNIT UPSIDC Industrial Area, P.O. Malwan Dist. Fatehpur, U.P

WEBSITEwww.shrilakshmi.in

E MAIL ID [email protected]

CORPORATE IDENTITY NUMBER CINL17122UP1988PLC009985DEMAT ISIN NSDL & CDSLINE851B01016

LISTINGBombay Stock ExchangeFloor 25, P.J. Towers, Dalal Street, Mumbai 400001Ph. No. (022) 2272134 National Stock Exchange5th Floor, Exchange Plaza, Bandra (E), Mumbai 400051Ph. No. (022) 26598100

SCRIP CODEBSE: 526049NSE: SHLAKSHMIBLOOMBERG CODESLCL IN

REUTERS CODESHLK.BO


Meet thego-getter!



Shri Lakshmi Cotsyn Limited (SLCL) is recognised amongst the leading players in northern India. It manufactures regular and technical textiles offering world-class quality innovative product offerings to its customer.

Leading the way...

SLCL is integrated across all verticals from yarn manufacture, dyeing to garmenting. The Company has also installed rise-husk based Captive Power generation capacity and has an in-house chemical auxiliary unit.

SLCL has a prominent presence across the globe and has developed a strong client base across USA, Canada, Latin America, UK, Sweden, France, Germany, South Africa, Italy, Spain, South Korea and Australia.

Integrated

• Pioneered the technical innovations through the development of Nanotechnology, Functional fabric and Smart intelligent fabric

• Enjoys strong relationship with marquee clients including Fortune 500 Companies like Wal-mart and Ikea

• Approved supplier to Government defence establishments (Indian Army, Navy, Air Force and State Police) and is registered with several regulatory agencies

• Acknowledged leader in the field of Microdot Fusible Interlining Fabric, Blended Suiting & Shirting, Terry Towels, Home Furnishing, Wider Width Sheeting, Denim Fabrics, Embroidery / Lace / Quilted Fabrics, Camouflage fabrics and Industrial Fabrics like Nuclear Bio-Chemical Fabrics, Infrared protective fabrics and Bullet Proof Jackets etc

• Ranked “Star Export House” by the office of the Joint Director-General of Foreign Trade, Ministry of Commerce and Industry and is a preferred supplier to Defense Research and Development Organization (DRDO)

• ISO 9001:2008 certified by Transpacific Certifications Limited.

Credibility


DiverseProduct PortfolioREGULAR TEXTILES (Installed capacities per annum)

Suiting & Shirting : 30 Mn Mtrs

Denim : 40 Mn Mtrs

Bottom weights : 6 Mn Mtrs

Terry towels : 15,000 tons

Wider width : 30 Mn Mtrs

Comforters : 0.3 Mn pcs

Garments : 6.6 Mn pcs

Quilted fabric : 0.4 Mn Mtrs

Embroidery fabric : 0.8 Mn Mtrs

TECHNICAL TEXTILES (Installed capacities per annum)

Technical textile fabric : 12 Mn Mtrs

Fusible interlining : 25 Mn Mtrs

Black out fabric : 20 Mn Mtrs

Flex fabrics : 17 Mn Mtrs

NBC Fabric : 10 Mn Mtrs

IRR/MSCN fabric : 5 Mn Mtrs

Mn: Million

BRANDS Star Track for Fusible Interlining, Alisha for Embroidery fabric, SVL for Zippers, Galaxy for Clothing accessories, Weaves for Home Furnishings and DYFI for Garments.



750Retail presence across

multi-brand outlets (MBO) wherein the brands are marketed

DEFENCE The Company also offers armoured and mine protection vehicles (with 360° protection) through its 100% subsidiary – Shri Lakshmi Defence Solutions Limited (SLDSL). It also has an agreement with Ford India Limited for armouring vehicle on Ford chassis. Besides, SLDSL is registered with the some of India’s prominent defence establishments like:

• Directorate General of Supplies & Disposal

• Director General of Quality Assurance

• Ministry of Defence (Navy)• Defence Material Stores R&D Est• Federation of Indian Export

Organisation• RDSO (Indian Railways)• Indian Postal Department

8State-of-the-art manufacturing facilities at Malwan, Aung, Abhaypur, Rewari Bujurg, Rhasupur, Noida (Uttar Pradesh), Roorkee

(Uttarakhand) and Sonepat (Haryana)


Dr. M. P. AgarwalChairman cum Managing Director

Chairman’s Message

Sustaining with self-belief of

bet ter times ahead.

Dear Shareholders,

As you all are aware about the adversities your Company has faced over the past three years owing to unfavourable circumstance, we have not given up. We have survived in bad times through our strong zeal which kept us going despite the external adversities. Our determination, focus and positive mindset and more importantly our self belief has played a big role in developing a sense of optimism.

So when we say its just a matter of time before something happens, we mean that we are sure that the turnaround is going to happen very soon. We are rejuvenated and ready to bounce back in a bigger and better way.

There had been multiple reasons for this prolonged bad phase that the Company has been facing. The non availability of TUF subsidy put a grinding halt to our ambitious Rs 1,400 crore expansion plan. Furthermore, banks delayed its disbursement in 2010 and 2012, combined with high cost of Mezzanine debt in 2011 and volatile fluctuations on cotton and yarn prices put immense pressure on our working capital and day to day operations. Substantial orders from



defence & paramilitary forces were cancelled due to shortage of working capital, causing huge losses. Resultantly, the company underwent financial stress and was obligated to file reference to the Board for Industrial and Financial Reconstruction in terms of the provisions of section 15(1) of Sick Industrial Companies (Special Provisions) Act 1985 vide registration number 45/2014. All the necessary steps have been ensured to meet the necessary compliances.

We have secured capacities and production plan to reap the benefits of the good time.

However, our go-getter mindset did not let us sit quietly. We took every measure to keep the momentum going.

Job work: Procuring yarn in such a stringent working capital scenario did not go well with the Company. Hence, we undertook jobwork for world renowned suppliers of denims, sheeting & terry towels to utilise our imported machinery, state of art infrastructure and superior quality product. This has enabled the company to reduce its cash losses & increase its capacity utilisation

Infusion of funds through PE investors: We are in continuous discussions with few private equity investors who believe in our efficiency and potential to grow. We also appointed NITRA (Northern India Textile Research Association) for TEV study. It can be worked out, what debt company can sustain and pay.

Our revival agenda will further involve strengthening technical textile product marketing, improving procurement strategies and enhancing our focus on defence supplies which has unlimited growth opportunities.

We believe in our strengths, our technological innovations and one-of-its-kind product offerings that give us a great business potential. We have capacities to meet customer aspirations and confidence to pull out and emerge strongly.

We are once again grateful to all our bankers, shareholders, customers, suppliers and the employees who have been with us like pillars even during the challenging times. This has given us a great push to bounce back when the scenario improves.

Warm RegardsDr. M.P. Agarwal

We have secured capacities and production plan to reap the benefits of the good time

Dr. M.P. Agarwal is a first generation entrepreneur and doctorate in textile costing, having over four decades of experience in this line of business.


Prof ile of DirectorsDR. M. P. AGARWAL Chairman & Managing Director

Experienced professional [Qualified Cost Accountant (FICWAI) and Doctorate in Textile costing (PhD)] turned entrepreneur with around four decades of experience has been awarded by well-known Delhi Ratan Award and honoured by various intellectual forums.

MR. PAWAN AGARWAL Joint Managing Director

He is Science graduate and has proficiency in computer application, fabric processing and technical textiles. He has around 20 years of rich experience and controlling production activities, quality controls and marketing.

MR. DEVESH GUPTA Deputy Managing Director

He has rich experience of 32 years in Textile Auxiliary manufacturing, Chemical Engineering, procurement and inventory management. He is entirely taking care of raw material procurement textile, chemical engineering process, efficiency and tight control over cost.



MRS. SHARDA AGARWALPromoter Director

Actively involved in the business of the Company and played an active role in the management of the Company.

PROF. DR. G. N. MATHUR Independent Director

An eminent senior scientist and has been the Ex-Director, Defence Materials and Stores Research and Development Establishment (DMSRDE), Post Graduate in Chemical Engg. from Canada university and Doctorate in Engg. from University of Detroite, U.S.A. Presently associated with the University of Arkansas, U.S.A. and is working on Nano Technology and its application in Textiles to manufacture Smart Textiles.

MR. PRAMOD KUMAR SINGH Independent Director

Mr. Pramod Kumar Singh has rich experience of over 27 years in the field of media and Politics and has been a Former Advisor to Union Textile Minister.

He is post graduate in Political Science from Allahabad University and M. Phil. (International politics) – from Jawaharlal Nehru University (JNU) New Delhi.


NAME OF CERTIFICATE PURPOSE

GOTS Global Textile System

O.E. 100 & Blended User Health & Safety

REACH Chemical Management

OEKO-TEX 100 Skin Friendly Chemical

SA-8000 Social Accountability

ISO-9001 : 2008 Quality Management System

ISO-14001 : 2004 Environment Management System

OHSAS - 18001 : 2001 Occupational Health & Safety

FAIR TRADE CERTIFICATE Ethic Trade Practices

Importantcertif ications



Management Discussion and Analysis

COMPANY OVERVIEWShri Lakshmi Cotsyn Limited (SLCL), one of the largest textile players in Northern India, has established itself as a manufacturer of cotton and blended fabrics, readymade garments, technical textiles, embroidered fabric, quilts, fusible interlining, denim, terry towels, bottom weights and home furnishing among others. Besides, the Company also manufactures high margin technical and safety textiles (Water Repellent Bed Linen, Vitamin E bed Linen, Fire Retardant Fabrics, Organic Bedspread, Breathable Fabrics, NBC (Nuclear, Bio-Chemical) Fabrics, MSCN (Multispectral Camouflage Nets) Fabric, Flex Fabric, Black out & ECW (Extreme Cold Weather) Fabric. The Company has eight state-of-the-art manufacturing facilities located across India. The DSIR approved R&D capabilities and its talented design team, allows the Company to focus on delivering innovative textile products.

GLOBAL TEXTILE INDUSTRYWith growth of apparel market stagnating in the traditional consuming hubs of EU, USA and Japan, countries like China, India, Russia & Brazil are emerging as apparel retail markets and will form significant alternate markets. China dominated global textile and apparel exports followed by India, Bangladesh, Vietnam, Turkey and Pakistan. The US, EU-27 countries, and Japan remain the key apparel importers. However, the apparel imports of emerging countries like Russia, China, and India have registered some momentum in recent times.The apparels and garments have been major driving force for some of the countries. With leading brands looking for cost-effective and quality focused destinations, the garments and apparels segments are set to rise in the near future. The global apparel constituting 1.8% of the World GDP is estimated to reach US$ 2110 bn by 2025 from US$ 1146 bn in 2013. Going ahead, with the recovery of the global textile and apparel trade in 2013, it is expected to reach a size of US$ 1.3 trillion by 2023.

SLCL’s extensive marketing and distribution network spans across India and abroad. It has some of the globally recognised clientele like IKEA, Wal-Mart, Macy’s, Bed Bath & Beyond, Loblaws, JC Penney, Shopco, Meijer’s, Lacoste, Frette, Westport, HBC, El-Corte Ingles and Sheet Street, among others. The Company is exploring further possibilities of adding more clients in the US and Europe.

(Source: ITC, UN Comtrade, Technopak Analysis)

Growth of global textile and apparel trade

428

USD

bn

650673

1000

1300

223362

428580

770

205 288 345 420 530

2003 2008 2013 2018(P) 2023(P)

CAGR (2013-23) Apparel 6% Textile 4%


INDIAN TEXTILE INDUSTRYOverviewIndian textile industry is one of the leading textile industries globally, exporting to over 100 countries. The industry contributes 14% to industrial production and 4% to GDP. With over 45 million people, the industry is one of the largest source of employment generation in the country. Abundant availability of raw materials such as cotton, wool, silk and jute as well as skilled workforce have made the country a sourcing hub and second largest producer of textiles and garments globally. The industry accounts for nearly 13% of total exports. The growth and all round development of this industry has a direct bearing on the improvement of the India’s economy. The Indian textiles industry is set for strong growth, buoyed by both strong domestic consumption as well as export demand. The industry is expected to grow at a CAGR of 9% to reach USD 233 billion (INR 12,80,000 crore), by 2023.

(Source: Technopak Analysis 2015)

Growth of Indian Textile Industry

Export Domestic Total

233

98

149

(USD

bn)

40

60

95

5889

138

2003 2018(P) 2023(P)

CAGR 9%

(Source: Technopak Analysis 2015)

Growth in the domestic market

APPARELUSD 41 bn

(INR 2,27,940 cr)

HOME TEXTILESUSD 4 bn

(INR 21,160 cr)

TECHNICAL TEXTILESUSD 13 bn

(INR 70,880 cr)

TOTALUSD 58 bn

(INR 3,19,980 cr)2013

APPARELUSD 64 bn

(INR 3,54,570 cr)


(INR 29,440 cr)


(INR 1,03,000 cr)

TOTALUSD 89 bn

(INR 4,87,010 cr)2018 P

APPARELUSD 102 bn

(INR 5,61,110 cr)


(INR 43,970 cr)


(INR 1,52,000 cr)

TOTALUSD 138 bn

(INR 7,57,080 cr)2023 P

9% 8% 8% 9%CAGR2013 23



India is the second largest exporter of textile and apparel products with a global trade share of approximately 5%. India has a vertically-integrated supply chain and produces a diverse range of products. The share of textiles in India’s exports (60%) is much higher than that of apparel (40%). Overall, the exports from India are expected to grow at a CAGR of 9% over the next decade. The rate of growth of apparel exports will continue to be higher than that of textiles.

The industry has also witnessed a spurt in investment over the past few years with Foreign direct investment (FDI) worth USD 1,522.51 million during April 2000 to December 2014Opportunities The Indian textiles and apparel market is on course towards achieving an estimated market value of USD 233 bn by 2023 largely owing to following factors:Favourable demographicsIndia’s growing population continues to be an important driver of textile consumption growth in the country with urban population accounting for 32% of India’s total population. Besides urban population, the demographics is well supported by the growing young population which has been constantly exposed to changing taste and fashion. Rising women workforce further complements the textile consumption growth.Rising income levelsRising incomes and growing middle class has been a key determinant of domestic demand for the sector. Moreover, rising incomes in the rural economy has further provided an upward push on the demand. Rising industrial activity would further positively impact the per capita income.

(Source: UN Comtrade, Technopak Analysis 2015)

Indian Textile Exports

33

20

13

2012

40

24

16

2013

60

45

25

2018(P)

95

55

40

2023(P)

Textile Apparel Total Export

10-y CAGR 10% 8% 9%

Product-wise Exports

Apparel Yarn Fiber

Fabric Home Textile Carpets & Others

39%

18%

14%

12%

9%8%

Country-wise Exports

USA China UAE

UK Bangladesh Others

14%

13%

7%

6%5%

51%

(Source: World Bank, TechSci Research)

Growth in India’s population (bn)

0.69

1980

0.85

1990

1.03

2000

1.2

2010

1.26

2014

1.34

2019F

CAGR: 1.8%

Trends in per capita income

GDP Per Capita, current prices Growth Rate

1430

.2

2500.0

2000.0

1500.0

1000.0

500.0

0.0

FY10

1552

.5FY

11

1514

.6FY

12

1504

.5FY

13

1584

.3FY

14

1702

.1FY

15E

1832

.8FY

16E

1978

.7FY

17E

2128

.8FY

18E

2302

.5FY

19E

10.0%

8.0%

6.0%

4.0%

2.0%

-2.0%

0.0%

-4.0%


Technical textilesHealthcare and infrastructure segment continue to be the key growth drivers of the technical textile segment. Going ahead, India is expected to dominate the segmental growth due to its cost-competitiveness, durability and versatility of technical textiles. The government has supported the technical textile industry with an allotment of USD 1 billion for SMEs and an exemption in custom duty for raw materials used by the sector. Going ahead, the sector is expected to grow at a CAGR of 9.6% to USD 32 bn by 2023. Home textilesIndian continues to have its significant market share in the Global Home Textiles segment accounting for 7% of global home textile trade with US and UK, accounting for two-third of their exports. Consistent quality and superior offerings has allowed the Indian products to gain a significant market share in the global home textile segment. Going ahead, the industry is expected to expand at a CAGR of 8.3% and is expected to be valued at USD 8.2 bn by 2021.DenimDenim segment has the potential to grow manifold owing to rising number of working women, lifestyle changes and continuous influence of demand for western wear, specifically jeans amongst women. Growing brand awareness and consciousness has given push to the organized denim market. Denim manufacturing and consumption in India has grown at a compounded annual growth rate (CAGR) of up to 15% over the last decade and is expected to grow at similar levels over the next few years (Source: Denim Manufacturers Associations). Increased penetration of organised retailHigh corporatisation in apparel retail has resulted in higher formalisation of the apparel retail ecosystem. The growing reach beyond the major urban centers and the development of alternative retail channels will continue to drive the growth of the organised retail.The organised apparel segment is expected to grow at a CAGR of more than 13% over a 10-year periodE-commerceThe online mantra is quickly catching up the Indian mindsets. Increasing Internet penetration, usage of smartphones, tablets, long working hours and a growing appetite among Indian

BUDGET HIGHLIGHTS, 2015-16The Union Budget 2015-16 focussed on mechanisation, tax sops and infrastructural push for the sector. Following are the initiatives announced for the textile industry:

MECHANISATION TAX SOPS INFRASTRUCTURAL PUSH

Allotted USD252 million for TUFS scheme Zero excise duty for the cotton products Allotted USD39.8 million for apparel parks under SITP

Allotted USD24.8 million for National Handloom Development Program

Unchanged structure of the excise duty on Man-Made Fibre

Allotted USD26.05 million for NER Textile Promotion Scheme

Allotted USD33.34 million for Human Resource Development

Allotted USD1.33 million to Trade Facilitation Centre and Craft Museum

consumers shall be the key drivers for online shopping. By 2020, India is expected to generate $ 100 billion online retail revenue out of which $ 35 billion will be through fashion e-commerce. Online apparel sales are set to grow four times in coming yearsChallengesThe Industry has its own set of challenges which may hinder the smooth progress. These include• Inconsistent availability of Medium-to-high skill labour• Unfavourable financial sops and low government support on

capital• High dependence on export• Organised management to handle large volumes of

operations and after-sales service• Insufficient infrastructure (power, ports, roads and railways),

supply chain management, IT systems, high lead-time and customs clearance takes time

• Investments in R&D• Red tapism and procedural delays (including in judicial

proceedings)• Competition from Bangladesh and Vietnam could erode

India’s share in global tradeGovernment initiativesGovernment’s support with favourable policies has been a key ingredient for the growth of this industry. Here are some of the initiatives:Technology Upgradation Fund Scheme The scheme ensures a 5% interest rate reimbursement charged by the banks and financial institutions to ensure credit availability for technology upgradation. The scheme also proposes 5% reimbursement of interest charged by the financial institutions, provides safeguard against exchange rate fluctuations (not exceeding 5% per annum) and 5% interest reimbursement and 10% capital subsidy for specified finishing machinery, garmenting machinery and technical textiles machinery. The scheme has been continues to 12th Five Year Plan with an investment target of USD 24.8 Bn.Scheme for Integrated Textile ParksThe Ministry of Textiles plans to emphasise the weaving sector through the Technology Upgradation Fund Scheme (TUFS). The



scheme encourages the establishment of Greenfield textile infrastructure where the State Government will provide technical advisory and fund 40% of the project. Central Government will provide the balance finance along with land acquisition and infrastructure support. Key focus areas include technological upgrades, productivity enhancements, product diversification and financing arrangements.Integrated Skill Development SchemeThis scheme was launched in October 2010 to address the training needs of the textiles workers to meet manpower requirement. It planned to train over 2.7 Mn persons over 5 years with an estimated cost of Rs 19.5 Bn. Technology Mission of Technical TextilesThe mission aims at address infrastructure improvement in terms of testing facilities, market development support, skilled manpower, R&D and defining specifications and standards for technical textiles, among others. Besides, it also focuses on supporting other activities like business start-ups, workshops, social compliances, market development for institutional and export business and promoting contract research and development through IITs / TRAs / Textile Institutes. The Indian Government has planned an increase in the fund outlay for technical textile industry to more than USD 117 mn during the current 12th Five Year Plan.Focus Market SchemeThe government has incorporated several measures in the Focus Market Scheme. As per the new measures, textile exporters would be able to avail duty credit scrip on export to 26 additional countries apart from existing destinations. This will encourage exporters to explore markets outside the traditional destinations of the US and EU. These developments are expected to widen the export markets for textile exporters and gradually limit the over dependence on select markets.

INDIAN DEFENCE SECTORIndia is in a position to build a vibrant local defence-industry ecosystem that could support both domestic and export demand. Considering the increasing security needs, modernisation of the armed forces is critical to enable them to play their role effectively in the defence of India’s strategic interests. The Government increased the FDI limit in defence was from 26% to 49% to lure foreign defence suppliers to set up manufacturing facilities in a country that is the world’s largest arms importer. Though most of the weapon systems / equipment are imported from foreign OEMs, the Government of India has taken several initiatives to create a domestic defence industrial base, paving way for the indigenous capabilities to cater for the needs of the Indian Armed Forces. Defence & Aerospace sector is at the core of ‘Make in India’ campaign of the Government of India. ‘Make in India’ should also target encouraging and incentivizing Micro, Small and Medium Enterprises’ (MSMEs) participation in the defence manufacturing.

As per CII projections, India is planning to spend over US $ 250 billion on capital procurement, in the next fifteen years. The increase in spending also indicates the huge availability of opportunities for the domestic

SWOT ANALYSISStrengths• In-house Captive Power Plant producing 8 MW electricity• Entire gamut of towel finishing i.e. Length cutting , Length

hemming, cross cutting & cross stitching is fully automatic saving approximately 800 labours

• 8 Colour Zimmer Austria make Automatic Printing machine (first of its kind in India) including Computerized Screen engraving and Designing plant

• Full fledged laboratory and Quality control equipment including Colour shop for testing of raw material, inputs and finished goods

• Blue chip clients like Hayashi Japan, Walmart USA, Walmart Canada, Walmart Mexico, E mart USA, Bealls Import Inc.USA, Macy USA, Shears Holding Corporation USA Lavana Textiles Switzerland Li & Fung USA etc

• Ultra modern Effluent treatment and recycling plant• Huge infra-structure is available like Power,Steam and

constructed space enabling the company to enhance the capacity with minimum capital expenses

• The company is giving adequate training to its work force under the skill development scheme

• The company has never encountered any industrial unrest since inception of the unit

Weakness• The profitability is sensitive due to fluctuation in foreign

currency• As the Yarn counts 60% of the total cost, the fluctuation in

raw material price may effect the profitabilityOpportunity• Potential market and ability to capture the growth by

aggressive sale promotion policy .• Launching of own brand through Retail network• Huge potential to explore European, Middle East countries

and South African market• Opening show room in USA and Warehouse for exploring

marketing to Retailers at high marginThreat• Unit may face competition from neighboring countries like

China, Pakistan and Turkey• Increasing competition from unorganized sectors and other

Peers• Competition may also emerge from the increase in production

capacity by existing domestic players as well


QUALITY• Quality commitment is aligned with globally benchmarked

quality assurance protocols• The Company understands the underlying importance of

quality and pays attention to each detail• The procurement team keeps a check on the cost and the

quality of the raw materials• The manufacturing and packaging team does not leave any

stone unturned in checking the quality before releasing product into the market

• The Company’s TQM enhances further quality awareness• Advanced TQM methodologies deliver consistent and

internationally benchmarked quality standards• Products move in numbered batches; a thorough batch-wise

inspection is conducted in line with client specifications• In the absence of such parameters, the Company follows

internal protocols• The TQM teams issue a green card if all parameters are

compiled with• In the event of non-compliance, the batch is withdrawn and a

red card is issued for subsequent analysis and rectification

RESEARCH & DEVELOPMENT• The in-house Research and Development department

enables the Company to achieve cost and product leadership• The 50-member strong team keeps itself regularly updated to

adapt to the latest technologies • Department of Science and Industrial Research, Ministry of

Science and Technology have recognised the R&D• The Government of India has further recognised the Company

as a centre for skill upgradation of Industrial workers.

FINANCIAL REVIEWAccounts prepared on a historical cost basis, based on accrual method of accounting in accordance with applicable accounting standards issued by The Institute of Chartered Accountants of India.The table given below shows a comparative analysis of key financial figures (Consolidated) :

Amount in Rs crore

PARTICULARS 2014 15 2013 14

Net sales (Domestic) 494.12 635.96

Exports sales 219.64 220.63

EBIDTA 645.51 346.09

PBT (929.67) (624.58)

PAT (624.67) (624.66)

Fixed assets 1675.66 1745.63

Current assets 699.65 1343.88

HUMAN RESOURCES & INDUSTRIAL RELATIONSHuman Resources are the key assets that have driven SLCL over the years. In order to maintain their high spirits, the Company ensures encouraging, nurturing and appreciative environment for their employees. The Company regularly trains them for skill development and motivates them to focus on achieving the Company’s goals and objectives. Not only that, the Company also undertakes special soft skill sessions to make them grow professionally as well as personally. Being a part of IKEA approved list of vendors, theCompany further follows stringent guidelines with respect to human resources and industrial relations.

RISK MANAGEMENTAt SLCL, the Company has always evaluated possible risks and has responded with a strong mitigation. Some of the key risks identified include:• Unfavourable industrial scenario• Liquidity• Adverse currency fluctuations • Change in tastes and preferences among consumers• QualityOwing to the proactive thinking of the Management, SLCL is strongly countering the challenges that it is facing at the moment.

INTERNAL CONTROL SYSTEMThe large size and nature of the business demands the Company to maintain a proper internal control system. Constant efforts are made by the management to maintain a sound financial and commercial practice capable of improving the efficiency of the operations and sustainability of the business. The system ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and that those transactions are



authorised, recorded and reported correctly. Operating managers make sure that all the operations within their area are compliant and safeguarded against any risks, whereas the internal auditors carry out random audits to detect flaws in the system. Internal audit reports are prepared on the respective areas/units to create awareness and corrective actions are taken to rectify them. These reports are reviewed by the management team and then by the Audit Committee of the Board for follow up action.

CORPORATE SOCIAL RESPONSIBILITIESThe Company continues to strive for sustainability in operations by promoting the integration of CSR into business strategy as well as everyday functioning. The Company will continue to focus its resources, strengths and strategies to achieve its vision of creating a rich product mix in a largely matured Indian Textile market. Our comprehensive set of policies, practices and programs are integrated throughout business operations and decision-making processes where environmental and social performance is managed alongside financial performance.Beyond profit maximization, we extend to include an acknowledgement of our responsibility to a broad range of stakeholders, as well as employees, customers, communities and the environment.

EMPLOYEE WELFAREThe Company believes that alignment of all employees to a shared vision and purpose is vital for winning in the market place. It also recognizes the mutuality of interests with key stakeholders and is committed to building harmonious employee relations. The collaborative spirit across all sections of employees has resulted in significant enhancement in quality and productivity. We adhere to strict labour compliance to all working conditions and benefits as directed under Indian Labour Laws. Besides, we ensure healthy working environment and proper housing, medical facilities, gratuity and Insurance (GPA) benefits to the employees. We have also developed a housing colony for our workers/staff with all necessary amenities like water purifier, parks etc. at Malwan.

HEALTH AND SAFETYThe Company assures that workplace environments are safe and easy for individual employees to work in so that every employee can have peace of mind and concentrate on their work, allowing them to maximize their willingness and creative power. We pursue safety and health companywide and seek to assure the safety of our employees and promote and maintain their health. While maintaining a record free from accidents and disasters, we assure the safety of employees and local communities. We make continuous efforts to improve our standards of safety health management. We regularly conduct educational activities that raise awareness about safety and health.

ENVIRONMENTThe Company undertakes numerous initiatives, involving employees towards the betterment of the environment. It is reflected in the following initiatives: • In campus greening• Encouraging judicious use of natural resources• Recycling, pollution control to ensure clean air and water and

reduction of landfill wastes• Developed 30 acres of land for organic product development• In-house Chemical auxiliary unit and 16 MW rice-husks based

captive co-generation power plants, resulting in optimum resource utilisation

Your Company has followed “Green Initiative in Corporate Governance” by allowing paperless compliances through electronic mode. To contribute to the Corporate Social Responsibility, initiatives have already been taken and the Company also continues to pursue its mission for environmental excellence and constantly explores opportunities to improve ecology and environment.


NOTICE is hereby given that the Twenty-Seventh Annual General Mee ng of the Members of SHRI LAKSHMI COTSYN LIMITED will be held on Wednesday, 30th September 2015 at 11:30 a.m. at the Registered Office of the Company at 19/X-1, Krishnapuram, G.T. Road, Kanpur-208007 to transact the following business:

ORDINARY BUSINESS :

1. To receive, consider and adopt the Profit & Loss Account for the year ended 31st March, 2015 Balance Sheet as at that date together with the Directors’ Report and Auditor’s Report thereon.

2. To re-appoint M/s Pradeep & Associates, Chartered Accountants as Auditors, who shall hold office from the conclusion of this Annual General Mee ng un l the conclusion of the next Annual General Mee ng of the Company and to fix their remunera on.

SPECIAL BUSINESS :

3. To consider and if thought fit, to pass, with or without modifica on/s, the following resolu on as Special Resolu on:

“RESOLVED THAT in modifica ons of the earlier ordinary resolu on passed in the extra-ordinary general mee ng dated 5th May 2011 and pursuant to the provisions of Sec on 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, consent of the company be and is hereby accorded to the Board of directors of the company for borrowing, from me to me, such sums of money as the Board may deem fit for the purpose of the business of the company, notwithstanding that the moneys to be borrowed together with the monies already borrowed (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the company and its free reserves, provided that the total amount upto which the monies may be borrowed by the Board of directors of the company shall not exceed by more than the sum of Rs 4000 Crores ( Rupees Four Thousand Crores).

RESOLVED FURTHER THAT Dr. M. P. Agarwal, Managing Director and Mr. Pawan Kumar Agarwal Jt. Managing Director of the Company be and are hereby severally authorized to sign and execute all the necessary papers/forms in this regard”.


“RESOLVED THAT pursuant to the provisions of Sec on 149 and any other applicable provisions of the Companies Act 2013 and rules made thereunder read with schedule IV of the Companies Act, 2013, Mr. G.N. Mathur, independent director of the company on comple on of his tenure of five consecu ve years at the Annual General Mee ng of the company, be re-appointed for a further period of five consecu ve years.”


“RESOLVED THAT pursuant to the provisions of Sec on 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof) (hereina er referred to as “the Act”) and subject to the enabling provisions of the Memorandum & Ar cles of Associa on of the Company, the Lis ng Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and in accordance with the applicable guidelines/ regula ons issued by the Securi es and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”), Government of India (“GOI”) or any other relevant authority and clarifica ons thereon issued from

me to me, if any, and subject to all such statutory, regulatory and government approvals, permissions or sanc ons as may be necessary and subject to such condi ons and modifica ons as may be prescribed or imposed by any of them while gran ng such approvals, permissions or sanc ons, which may be agreed to by the Board or any Commi ee thereof (hereina er referred to as the “Board”), the consent of the Company be and is hereby accorded to the Board of Directors of the Company to offer upto 68,42,914 Equity Shares of Rs.10/- each of the Company to M/s Ecosmos Interna onal Ltd. on preferen al basis.

Whether or not such person (s) as above men oned is Member of the Company, in such manner and upon such condi ons as are hereina er contained:

1. The op ons to the above men oned non-promoter, as aforesaid, may be offered by way of allotment of Equity Shares of Rs.10/- each of the Company at a price to be determined in accordance with the regula ons issued by SEBI or Rs. 100/- per Equity share, whichever is higher. The investor has already paid full considera on of Rs. 100 per share.

Notice



2. The relevant date for the purpose of pricing of issue of the equity shares in accordance with Chapter VII of the Securi es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula ons, 2009, as amended from me to me (“SEBI ICDR Regula ons”), falls on 31st August 2015 being the 30th day prior to 30th September 2015 (i.e., the 30th day prior to the date on which the mee ng of the general body of shareholders is held, in terms of Sec on 62(1)(c) of the Companies Act 2013, to consider the proposed issue).

3. The holder of such equity shares shall be en tled to apply for and obtain at its sole discre on one Equity Share of Rs.10/- each at a price of Rs. 100/- (Rupees One hundred only) per share (including premium of Rs. 90/-).

4. The new equity shall be issued subject to the Memorandum and Ar cles of Associa on of the Company and shall rank pari-passu in all respect with the exis ng issued and subscribed equity shares of the Company.

RESOLVED FURTHER THAT:

a. the Board be and is hereby authorized to decide and approve the other terms and condi ons of the issue of the equity and also shall be en tled to vary, modify or alter any of the terms and condi ons, as it may deem expedient, subject however to the compliance with the applicable guidelines, no fica ons, rules and regula ons.

b. the Board be and is hereby authorized to accept any amendments, modifica ons, varia ons and altera ons as the GOI//RBI/SEBI or any other regulatory authority may s pulate in that behalf.

c. the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolu on to any director or directors or to any commi ee of directors of the Company to give effect to the aforesaid resolu on.

d. For the purpose of giving effect to this Resolu on, the Board be and is hereby authorized to take such steps and to do all such acts, deeds and things as the Board may, in its absolute discre on, consider necessary, expedient, usual, proper or incidental to this resolu on and to se le any ques on, remove any difficulty or doubt that may arise from me to me in rela on to the offer, issue and allotment of the warrants and the u liza on of the issue proceeds of the warrants, to prescribe the forms of applica on, enter into any agreements or other instruments, and to take such ac ons or give such direc ons as they may consider as being necessary or desirable and to obtain any approvals, permissions, sanc ons which may be necessary or desirable, as they may deem fit.”

6. To consider and if thought fit, to pass with or without modifica on(s), the following resolu on as a Special Resolu on:

“RESOLVED THAT pursuant to the provisions of Sec on 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, (including any amendment thereto or re-enactment thereof) (hereina er referred to as “the Act”) and subject to the enabling provisions of the Memorandum & Ar cles of Associa on of the Company, the Lis ng Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and in accordance with the applicable guidelines/ regula ons issued by the Securi es and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), Government of India (“GOI”) or any other relevant authority and clarifica ons thereon issued from me to me, if any, and subject to all such statutory, regulatory and government approvals, permissions or sanc ons as may be necessary and subject to such condi ons and modifica ons as may be prescribed or imposed by any of them while gran ng such approvals, permissions or sanc ons, which may be agreed to by the Board or any Commi ee thereof (hereina er referred to as the “Board”), the consent of the Company be and is hereby accorded to the Board of Directors of the Company to offer upto 93,90,000 (Ninety three Lacs and Ninety Thousands) Equity Shares of Rs.10/- each of the Company to the promoters group and non-promoters group/ strategic investors :

Notice (Contd.)


Notice (Contd.)

LIST OF PROPOSED ALLOTTEES (PROMOTERS & NON-PROMOTERS):

Sr. No Name of the Allo ees No. of Shares(A) Promoters

1 Sarvamangla Industrial Enterprises Pvt. Ltd. 7,00,0002 Scorpio Bio Technology Pvt. Ltd. 5,00,0003 Divya Trade Impex Pvt. Ltd. 4,00,0004 Lalitamba Tex les Cluster Pvt. Ltd. 2,50,0005 Lalitamba Home Décor Pvt. Ltd. 2,50,0006 Asian Pacific Con nental Pvt. Ltd. 6,00,0007 Jayant Tex les Pvt. Ltd. 7,50,0008 Nutech Steels Ltd. 2,00,0009 Mac Glasses Pvt. Ltd. 4,00,000

10 Nav Chetna Mercan les Ltd. 6,00,000TOTAL 46,50,000(B) Non-Promoters/Business Associates

11 Ceras um Propmart Pvt. Ltd. 2,50,00012 HRV Interna onal Pvt. Ltd. 2,50,00013 Synergy Infotrades Pvt. Ltd. 2,00,00014 Devbhumi Tradecom Pvt. Ltd. 2,50,00015 Shri Ganpa Mul -Fab Pvt. Ltd. 6,25,00016 Ampee Laboratories India Ltd. 2,00,00017 Manjusha Glass Works Pvt. Ltd. 2,00,00018 Nav Nirman Mercan les Ltd. 2,00,00019 KDK Food Grains Pvt. Ltd. 4,00,000

20 Mr.Vijay Kumar ChauhanProprietor of M/s Poonam Tex les 3,00,000

21 Mr. Manoj GiriProprietor of M/s Shri Ganga Enterprises 3,25,000

22 Mr. Sanjay Agarwal Proprietor of M/s Milan Tex les 7,40,000

23 Mr. Alok Agarwal Proprietor of M/s Jai Bharat Tex les 2,00,000

24 Mr. Mukesh SinghalProprietor of M/s Mukesh Tex les 3,00,000

25 Mr. Vikas SinghalProprietor of M/s Maa Bhimeshwari Trading Co. 3,00,000

TOTAL 47,40,000TOTAL OF (A) & (B) 93,90,000

Whether or not such person (s) in the above men oned list of promoters and non-promoters, is Member of the Company, in such manner and upon such condi ons as are hereina er contained:

1. The op ons to the promoters and non-promoters, as aforesaid, may be offered by way of Equity Shares of Rs.10/- each of the Company at a price to be determined in accordance with the regula ons issued by SEBI or Rs. 100/- per Equity share, whichever is higher. The investor has already paid full considera on of Rs. 100 per share.



2. The relevant date for the purpose of pricing of issue of the equity shares in accordance with Chapter VII of the Securi es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula ons, 2009, as amended from me to me (“SEBI ICDR Regula ons”), falls on 31st August 2015 being the 30th day prior to 30th September 2015 (i.e., the 30th day prior to the date on which the mee ng of the general body of shareholders is held, in terms of Sec on 62(1)(c) of the Companies Act 2013, to consider the proposed issue).

3. The holders of each such equity shares shall be en tled to apply for and obtain at their sole discre on one Equity Share of Rs.10/- each at a price of Rs. 100/- (Rupees One hundred only) per share (including premium of Rs.90/-).

4. The new equity shares shall be subject to the Memorandum and Ar cles of Associa on of the Company and shall rank pari-passu in all respect with the exis ng issued and subscribed equity shares of the Company.

RESOLVED FURTHER THAT:

a. the Board be and is hereby authorized to decide and approve the other terms and condi ons of the issue of the shares and also shall be en tled to vary, modify or alter any of the terms and condi ons, as it may deem expedient, subject however to the compliance with the applicable guidelines, no fica ons, rules and regula ons.

b. the Board be and is hereby authorized to accept any amendments, modifica ons, varia ons and altera ons as the GOI//RBI/SEBI or any other regulatory authority may s pulate in that behalf.

c. the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolu on to any director or directors or to any commi ee of directors of the Company to give effect to the aforesaid resolu on.

d. For the purpose of giving effect to this Resolu on, the Board be and is hereby authorized to take such steps and to do all such acts, deeds and things as the Board may, in its absolute discre on, consider necessary, expedient, usual, proper or incidental to this resolu on and to se le any ques on, remove any difficulty or doubt that may arise from

me to me in rela on to the offer, issue and allotment of the shares and the u liza on of the issue proceeds of the shares, to prescribe the forms of applica on, enter into any agreements or other instruments, and to take such ac ons or give such direc ons as they may consider as being necessary or desirable and to obtain any approvals, permissions, sanc ons which may be necessary or desirable, as they may deem fit.”

Registered Office: For Shri Lakshmi Cotsyn Limited19/X-1, Krishnapuram, G.T. Road, Kanpur Rakesh Kumar SrivastavaDate: 5th September 2015 Company Secretary cum finance Controller

NOTES:

1. The rela ve Explanatory statement pursuant to Sec on 102 of the Companies Act, 2013 in respect of the business set out in this No ce is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

The instrument appoin ng proxy, in order to be effec ve, should be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the mee ng.

• The Register of members and share transfer books of the Company will remain closed from Monday, 28th September 2015 to Wednesday, 30th September 2015 (both days inclusive) for the purpose of Annual General Mee ng of the Company.

• The members who hold shares in dematerialized form are requested to bring their client ID and DP ID numbers for easy iden fica on of a endance at the mee ng.

• All documents referred to in the accompanying No ce are available for inspec on at the Registered Office of the Company during business hours on all working days upto the date of Annual General Mee ng.

Notice (Contd.)


Notice (Contd.)

• In view of the direc ons issued by the Ministry vide General Circular No: 2 /2011, dated 08.02.2011 in regard to exemp on under Sec on 129 of the Companies Act, 2013 for not a aching the balance sheet of the subsidiary concerned, Board of Directors of your Company have given their consent for not a aching the balance sheet of the subsidiary companies.

• The Annual Accounts of the subsidiary companies shall also be kept for inspec on by any shareholders in the registered office of the holding company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

• Corporate Members are requested to send to the Company, a duly cer fied copy of the Board resolu on/Power of A orney, authorizing their representa ves to a end and vote at the Annual General Mee ng.

• Members are requested to produce the a endance slip duly signed as per the specimen signature recorded with the Company for admission to the Mee ng Hall.

• Shareholders, who have not dematerialized their shares as yet, are advised to have their shares dematerialized to avail the benefit of paperless trading.

• Pursuant to the provisions of Sec on 124 of the Companies Act 2013, as amended, dividend for the accoun ng year 2007-08 and the dividends for the subsequent years, which remain unpaid or unclaimed for a period of 7 years will be transferred to Investor Educa on and Protec on Fund (IEPF). Shareholders who have so far not enchased the dividend warrant(s) are requested to make their claim to the Secretarial Department at the Registered Office or to RTA of the Company, failing which the unpaid/ unclaimed amount will be transferred to the IEPF on its due date. It may also be noted that once the unpaid/ unclaimed dividend is transferred to the IEPF as above, no claim shall lie against the IEPF / the Company in respect of such amount by the shareholder.

• In all correspondence with the Company/RTA, members are requested to quote their folio numbers and in case their shares are held in the dematerialized form, they must quote their DP ID and Client ID number.

• Members desirous of obtaining any informa on concerning the accounts and opera ons of the Company are requested to write to the Company at least seven days before the date of the mee ng in order to enable the management to make the informa on available at the mee ng, if the Chairman so permits.

• All correspondence rela ng to change of address, transfer/transmission of shares, bank mandate, dividend and all other ma ers rela ng to the shareholding in the Company may be made directly to the Registrar and Transfer Agent (RTA) of the Company M/s Abhipra Capital Ltd. GF-58-59 World Trade Centre, Bara Khamba Lane, New Delhi.

Important Communica on to Members:

Green Ini a ve in the Corporate Governance

The Ministry of Corporate Affairs has taken a “Green Ini a ve in the Corporate Governance” by allowing paperless compliances by the Companies and has issued a circular sta ng that services of no ce/documents including Annual Report can be sent by e-mail to its members. In order to overcome the delivery aspect of No ce’s, documents and in the spirit of circular issued by the Ministry of Corporate Affairs, the Ministry has permi ed the corporate en es to send through electronic mode its No ces convening the General Mee ngs, Financial Statements, Directors’ Report, and Auditors’ Report etc. in electronic form, to the email address provided by you. To support this green ini a ve of the Government in full measure, Members in respect of electronic holding are requested to inform any changes in their registered e-mail addresses through their concerned Depository Par cipants and Shareholders holding shares in physical shares are requested to inform their valid e-mail address to the Company at [email protected] and [email protected]. Please note that Annual Report of the Company will also be available at the company’s website at www.shrilakshmi.in.

EXPLANATORY STATEMENT PURSUANT TO PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3:

Pursuant to the provisions of Sec on 293(1)(d) of the Companies Act 1956, the Shareholders of the Company in the extra-ordinary general mee ng dated 5th May 2011, had authorized the Board of Directors by way of an Ordinary Resolu on for



borrowing, from me to me, such sums of money as the Board may deem fit for the purpose of the business of the company upto a limit of Rs. 4000 crore (excluding temporary loans obtained from the Company’s bankers in the ordinary course of business).

Subsequently in the Companies Act, 2013, the provisions rela ng to the borrowing powers have been changed and now only by way of special resolu on, the Shareholders of the Company may authorized the Board of Directors to borrow money in excess paid-up share capital and free reserves.

It is therefore, proposed to seek the approval of the shareholders to the borrowing limits of Rs. 4,000 crores (apart from temporary loans obtained from company’s bankers in the ordinary course of business) for both domes c and foreign currency borrowings by way of a Special Resolu on.

Hence the Board of Directors of your Company recommends the Special Resolu ons as set out in Item No. 3 in the accompanied no ce for approval of the Shareholders.

None of the Directors, Key Managerial Personnel and their rela ves are, in any way, concerned or interested in the said resolu ons, except to the extent of their equity holding in the Company.

Item No. 4:

Pursuant to the provisions of Companies Act 2013, an independent director shall hold office for a term up to five consecu ve years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolu on by the Company .

Mr. G.N. Mathur is an independent director of the company and is liable to re re by rota on at the ensuing Annual General Mee ng as per the provisions of the Companies Act 2013. In terms of the provisions of Sec on 149 (10) and other applicable provisions of the Companies Act 2013, Mr. G.N. Mathur on the recommenda on of audit commi ee and considering his vast experience and knowledge, is proposed to be re-appointed as an independent director for a further term of five consecu ve years.

It is therefore in the company’s interest that it should con nue to avail of his services as an independent member of the board. Accordingly, the Board recommends the resolu on as set out in Item No. 4 in the accompanied no ce for approval of the Shareholders, by way of passing special resolu on.

Except Mr. G.N. Mathur none of the other directors of the company are interested in the said resolu on.

Item No. 5 & 6:

The resolu on for allotment of 68,42,914 (Sixty Eight Lacs, Fourty-Two Thousands, Nine Hundred and Fourteen) Equity Shares of Rs.10/- each at a premium of Rs. 90/- per share to Ecosmos Interna onal Ltd. and allotment of 93,90,000 no. of equity shares of Rs. 10 each at a premium of Rs. 90 to Promoter & Non promoter group was approved by the Board of Directors at their mee ng held on 30th May 2015 subject to the approval of the shareholders at the next general mee ng which was scheduled to be held on 13th July 2015 but the said EGM (Extra Ordinary General Mee ng) was adjourned due to want of quorum.

Therea er Board at their mee ng held on 12th August 2015 while approving the Audited Annual Accounts of the Company has also considered the ma er of allotment of above men oned equity shares to Promoters and Non Promoters group as per the Item no. 1 & 2 of the no ce of EGM dated 30th May 2015. The Board further decided that these 2 items of the no ce of EGM (which was adjourned) should be included in the no ce of the next AGM (Annual General Mee ng).

Hence the board recommends item no. 5 and item no. 6 of the no ce for considera on and approval of the shareholders.

By Order of the BoardRegistered Office: For Shri Lakshmi Cotsyn Limited19/X-1, Krishnapuram, G.T. Road, Kanpur Rakesh Kumar SrivastavaDate: 5th September 2015 Company Secretary cum finance Controller

Notice (Contd.)


Your Directors have the pleasure in presen ng the 27th Annual Report along with the Audited financial statements of the Company for the financial year ended on 31st March, 2015:

FINANCIAL RESULTS :Highlights of financial results (Stand-alone & Consolidated) for the year were as under: (` in Crores)

2014-15 (12 months) Stand Alone

2013-14(9 months)

Stand Alone

2014-15 (12 months)Consolidated

2013-14(9 months)

ConsolidatedSales and other income 601.04 753.75 738.76 880.08Opera ng profit before interest, deprecia on and tax (222.29) (177.3) (221.03) 177.76

Less: Interest and other financial charges 171.01 196.70 172.46 199.48Deprecia on 110.78 78.47 111.71 79.01Extraordinary items - -Excep onal Items 430.22 171.68 (424.47) (168.33)Loss before tax (934.30) (624.15) (929.67) (624.58)Less: Income Tax (including deferred tax) - 0.59 0.08Loss a er tax (934.30) (624.15) (930.26) (624.66)Proposed dividend - - - -Dividend tax - - - -Balance carried to Balance Sheet (934.30) (624.15) (930.26) (624.66)

PERFORMANCE:Performance Highlights - Stand-alone :Your Directors wish to inform you that during the year 2014-15, Company faced lot of problems on account of financial stress hence opera ons of the units were restricted between 25 to 30% of its installed capacity.During 2014-15, the Company recorded sales and opera ng income at Rs.601.04 crores as compared to Rs. 753.76 crores in 2013-14 (9 months). The profit before tax was Rs. (934.30) crores in 2014-15 (12 months) as compared to Rs. (624.15) crores in 2013-14 (9 months). The profit/loss a er tax was Rs. (934.30) crores in 2014-15 (12 months) as compared to Rs. (624.15) crores in 2013-14(9 months).Performance Highlights - Consolidated :During 2014-15, the Company recorded sales and opera ng income at Rs. 738.76 crores as compared to Rs. 880.08 in 2013-14 (9 months). The profit before tax was Rs. (929.67) crores in 2014-15 as compared to Rs. (624.58) crores in 2013-14 (9 months). The profit/loss a er tax was Rs. (930.26) crores in 2014-15 as compared to Rs. (624.66) in 2013-14 (9 months).JOB WORK:The company is in stringent working capital situa on and hence the company is currently unable to source yarn for its own produc on. (Yarn is the prime input both in quan ta ve & price terms for any product in the tex le sector). Accordingly, during the year, company has earned a por on of its revenue from jobwork. Jobwork has been done for world renowned suppliers of denims, shee ng & terry towel who are inclined to increase their jobwork in the company in view of imported machinery, state of art infrastructure and superior quality product. Jobwork has enabled the company to reduce its cash losses & increase its capacity u liza on. The company expects increase in revenue contribu on from jobwork in future adding to the bo om line.

Directors' Report

6/26



Directors' Report (Contd.)

PRESENT STATUS OF CORPORATE DEBT RESTRUCTURING PACKAGE (CDR ) OF M/S SHRI LAKSHMI COTSYN LTD.:The CDR package filed by the company was approved by CDR Cell in its mee ng dated 24.06.2013 and LOA dated 28.06.2013 was issued. In compliance of the LOA, Master Restructuring Agreement (MRA) was signed on 29.06.2013. As per the terms of Le er of Approval (LOA), the Company has brought promoters’ contribu on to the tune of Rs. 93.90 crore within the prescribed me of 120 days from signing of Master Restructuring Agreement (MRA). Besides all other terms of LOA rela ng to perfec on of security were also complied with by the Company except the conversion of promoters contribu on into equity and pledging thereof to CFSL. This could not be possible due to the Non receipt of approval of Stock exchange an account of selling of promoters shares by IFCI.At present, the company is opera ng through its TRA accounts with Central Bank for running its day to day opera ons. The consor um members banks at their Joint Lenders Mee ng (JLM) held on 16th June 2015 have decided to se le the accounts under One Time Se lement (OTS) and accordingly directed the company to search PE investor.The company is con nuously in dialogue with PE investors and also appointed NITRA (Northern India Tex le Research Associa on) for TEV study and Valua on so that the sustainability of debt as well as the maximum turnover and EBIDTA can be achieved.In the CDR EG Mee ng held on 26th August 2015, Central Bank of India has submi ed its review note and shown willingness for exi ng from CDR. The Company has presented its objec on and repercussions on the Company as well as on the Banks on exi ng from CDR.The CDR EG has asked the opinion from the other Banks on this issue which shall be discussed at next CDR EG.PRESENT STATUS OF THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):The Company is registered under the Board for Industrial and Financial Reconstruc on in terms of the provisions of sec on 15(1) of Sick Industrial Companies (Special Provisions) Act 1985 vide registra on number 45/2014. The Board at its first date of hearing held on 06.07.2015 directed the banks to file their objec ons within 4 weeks me. The next date of hearing has been fixed on 01.10.2015. The Company is taking necessary steps to ensure the necessary compliances with the requirements of the statute.

WINDING UP PETITION AGAINST M/S SHRI LAKSHMI COTSYN LTD.:Few cases of Winding up filed by the following par es with the Allahabad High Court are stayed due to registra on of the company with BIFR:

1- Ketan Kan lal Shah (FCCB Bond Holder) amount Rs. 2.8 million.2- Satya Ram Agro Industries Vs. SLCL amount Rs. 16.91 lacs.3- Satya Ram Agro Industries Vs. SLDSL amount Rs. 3.57 lacs.4- Ambika Corpora on amount Rs. 1.42 crore.5- Soil & Environment Industries Pvt. Ltd. Rs. 9.34 lacs

PETITION BEFORE DEBT RECOVERY TRIBUNAL (DRT) BY IFCI AGAINST M/S SHRI LAKSHMI COTSYN LTD.:

Following par es have filed the case against the Company before DRT Allahabad & New Delhi:

1- IFCI Ltd. Recovery Suit for an amount of Rs. 9.91crore at DRT, New Delhi.2- UCO Bank has also filed recovery suit at DRT Allahabad.

EXPORTSDespite all adverse situa ons, the Company recorded an export of Rs 218.82 crores in 2014-15 as against Rs. 220.63 crores in 2013-14 (9 Months) on Stand-alone basis.

On Consolidated basis, the Company recorded an export of Rs 219.64 crores in 2014-15 as against Rs. 220.63 crores in 2013-14 (9 Months).


RECOGNITIONS :The company is registered with the following organisa ons:1. Director General of Quality Assurance (DGQA)2. Director General of Suppliers & Disposals (DGS&D)3. Ordnance Board Group of Factories.4. D.M.S.R.D.E.5. Trade Mark Agency having brand names STAR TRACK, DYFI, HEBE6. Office of the Tex le Commissioner as a Composite Mill.7. Bureau of Indian Standards (BIS)8. Department of Industrial Development, Ministry of Industry.

Company is duly registered with Export Promo onal Council and Posses valid Import Export code and RCMC issued by Federa on of Indian Export Organisa on.

Further based upon past performance of exports, Company is also registered with Ministry of Commerce and Industry as STAR EXPORT HOUSE.

WHOLLY-OWNED SUBSIDIARY COMPANIES:The Company has three subsidiary companies, details of which are as under:

M/s SLCL Overseas FZC, Sharjah U.A.E

The Company is a 100% subsidiary of SLCL, which has been set up at Sharjah Airport Interna onal Free Zone, Sharjah, and UAE. It is engaged in trading of 100% Polyester fabric material, garments and alike products and also expor ng to other countries, besides trading in Sharjah itself.

M/S SLCL Overseas FZC, Sharjah U.A.E., a wholly-owned subsidiary, recorded a turnover of Rs. 124.53 Crores in 2014-15 as compared with Rs. 104.33 Crores in the last year. During the year, the Company has earned a profit of Rs. 3.12 Crores in comparison with Rs. 2.31 Crores in the previous year.

M/s Shri Lakshmi Defence Solu ons Ltd.

SLDSL manufactures bullet proof jacket, bullet proof helmet, armored vehicles, bullet proof morchas and other ballis c products for defense and homeland security. The company was incorporated on 19.12.2006 and has started func oning recently. The Company has introduced a new range of indigenously designed models based on advance armouring technology for armed and police forces namely Dhruv, Drona and Viper. These Vehicles are equipped to help the security forces to encounter ever increasing security threats from naxali es groups and other terrorists’ ac vi es.

During 2014-15, the Company recorded sales of Rs. 11.73 Crores as compared with Rs. 21.63 Crores in 2013-14 (9 months), thus registered a decline in sales. The Company has incurred net loss of Rs. 4.82 crores in 2014-15 as compared to a net loss of Rs.1.49 crores in 2013-14 (9 months).

Registered supplier for defence products

Approved Supplier Registered with

Indian Army, Navy, Air Force, Ordinance Factories Directorate General of Supplies & DisposalAll central paramilitary State Police forces Director General of Quality AssuranceIndian Railways Forces Ministry of Defence (Navy)

Defence Material Stores R&D EstFedera on of Indian Export Organiza onRDSO (Indian Railways)Indian Postal Department




M/s Synergy Global Home Inc.

M/s Synergy Global Home Inc., is a wholly-owned subsidiary and was incorporated at U.S.A.; which deals in trading of home furnishing items.

During the year, M/s Synergy Global Home Inc., U.S.A has achieved nil revenue as compared with Rs. 0.42 Crores in 2013-14 (9 months). However, the company, suffered a loss of Rs. 0.01 lakhs in 2014-15 as compared with a previous year’s loss of Rs. 8.54 Lacs.

EXEMPTION UNDER SECTION 129 OF THE COMPANIES ACT, 2013 FOR NOT ATTACHING THE BALANCE SHEET OF THE SUBSIDIARY COMPANIES:

In view of the direc ons issued by the Ministry vide General Circular No: 2 /2011, dated 08.02.2011 in regard to exemp on under Sec on 129 of the Companies Act, 2013 for not a aching the balance sheet of the subsidiary concerned; therefore, Board of Directors of your Company have given their consent for not a aching the balance sheet of the subsidiary concerned;

The Annual Accounts of the subsidiary companies shall also be kept for inspec on by any shareholders in the head office of the holding company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

STATUS OF ONGOING EXPANSION OF M/S SHRI LAKSHMI COTSYN LTD.:

Due to part disbursement of the priority loan amoun ng Rs. 34 crores (approx.) out of Rs. 65.40 crores, the projects namely Technical Tex les, Spinning and Yarn Dyed Shir ng’s projects could not be fully commissioned.

DIRECTORS:

Changes in Directors and Key Managerial Personnel

During the period, Mr. Dileep Bajaj and Mr. R.K. Garg have resigned from the Directorship of the Company w.e.f. 14.08.2014. The Board places on record their apprecia on of the valuable advice and guidance given by them while they were Directors of the Company.

Pursuant to the provisions of Sec on 149 (10) of Companies Act 2013, an independent director shall hold office for a term up to five consecu ve years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolu on by the Company .

Therefore Shri G.N. Mathur, independent director of the company who has completed the term of consecu ve 5 years, is proposed to be re-appointed as an independent director for a further term of five consecu ve years subject to the approval of the Shareholders by way of special resolu on.

Declara on by an Independent Director (s) & reappointment, if any

A declara on by an Independent Director(s) that he/ they meet the criteria of independence as provided in sub-sec on (6) of Sec on 149 of the Companies Act, 2013 has been obtained.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Mee ngs is prepared and circulated in advance to the Directors.

During the year five Board Mee ngs and three Audit Commi ee Mee ngs were convened and held, the details of which are given in the Corporate Governance Report. However, the intervening gap between the Mee ngs was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The composi on of an Audit Commi ee and details of mee ng are stated in the Corporate Governance Report

Details of establishment of vigil mechanism for directors and employees

The vigil mechanism for directors and employees to report genuine concerns has been established as per the provisions of Sec on 177(9) read with Rule 7 of the Companies (Mee ng of Board and its Powers) Rules, 2014 for directors and employees to report their genuine concerns or grievances.




PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Sec on 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transac ons that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transac ons made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a poten al conflict with the interest of the Company at large.

All Related Party Transac ons are placed before the Audit Commi ee as also the Board for approval. Prior omnibus approval of the Audit Commi ee is obtained on a quarterly basis for the transac ons which are of a foreseen and repe ve nature. None of the Directors has any pecuniary rela onships or transac ons vis-a-vis the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Lis ng Agreement, the Board has carried out an annual performance evalua on of its own performance, the directors individually as well as the evalua on of the working of its Finance, Audit Grievance, Nomina on & Remunera on and Compliance Commi ees etc.. The Management evaluates the performance of commi ees and its func oning at regular intervals.

REMUNERATION & NOMINATION POLICY

The Board has framed a policy which lays down the framework in rela on to selec on and appointment of Directors, Senior Management of the Company and in rela on to their remunera on.

RISK MANAGEMENT POLICY

A statement indica ng development and implementa on of a risk management policy for the Company are set out in the corporate governance report forming part of the Board report.

SHARE CAPITAL

During the Financial Year 2014-15, the Company has not issued any equity shares, so there has been no change in share capital.

DIVIDEND

Since the Company and its subsidiaries have incurred the loss, your Directors, have not recommended any dividend for the year ended on 31st March, 2015.

AUDITORS

M/s Pradeep & Associates, Chartered Accountants, Auditors of the Company, re re at the conclusion of the ensuing Annual General Mee ng and, being eligible, offer themselves for reappointment. The observa ons of Auditors in their report read with notes to the accounts are self-explanatory and do not call for further explana on.

COST AUDITOR

The Central Government’s Cost Auditor order specifies an audit of cost accoun ng records of the tex le Company every year. This is applicable to the products manufactured by the Company. The Board of Directors, subject to the approval of the Central Government, appointed Mr. A.K. Srivastava, Cost Accountants, Kanpur, to carry out cost audit for the current year.

INTERNAL AUDITOR

The Company appointed a firm of Chartered Accountants M/s Srivastava S and Company of Kanpur as internal auditors to review the internal control systems of the Company and report thereon. The Report of the Internal Auditors is reviewed by the Audit Commi ee.



ENVIRONMENTAL SUSTAINABILITY

With an increasing concern towards ecology and global warming, consumers are favoring organic and eco-friendly tex le products. Therefore, the demand of organic co on is accelera ng with brands and retailers con nuing to implement long-term commitment to increase their use of organic co on. Your Company also con nues to pursue its mission for environmental excellence and constantly explores opportuni es to improve ecology and the environment.

RESEARCH AND DEVELOPMENT

The company posses in-house R&D facili es which results in cost saving. The con nuous R&D efforts enabled the company to product innova on.

Company’s R&D strategy is anchored on the development and speedy commercializa on of globally compe ve products, processes and technologies through best-in-class research interven ons backed by world-class infrastructure. It has a strong R&D cell for advanced tes ng laboratories.

INSURANCE

All the insurable assets of your Company including inventories, building, plant and machinery were adequately insured.

SECRETARIAL AUDIT REPORT FOR THE YEAR 2014-15:

Pursuant to the provisions of sec on 204(1) of the Companies Act 2013 and The Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Akhilesh Singh (Membership no. A25789) Company Secretary in Prac ce, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure A”.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS FOR THE YEAR 2014-15:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, forms part of this Report and is annexed in the Annual Report, together with the Cer ficate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as s pulated in Clause 49 of the Lis ng Agreement.

GREEN INITIATIVE FOR PAPER LESS COMMUNICATIONS:

In accordance with MCA’s recent circulars bearing no.17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011, your company can mail documents and various other no ces (including no ce calling Annual General Mee ng, Audited Financial Statements, Directors’ Report, Auditor’s Report etc) to the shareholders through electronic mode to the registered e-mail addresses of shareholders.

STATUTORY INFORMATION:

(A) Par culars of employees

The industrial rela ons throughout the year under review remained cordial. As none of the employees of the Company was in receipt of remunera on in excess of the limits prescribed, hence the par culars of employees under the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014, are not given in the report.

(B) Conserva on of energy, technology absorp on and foreign exchange earnings and outgo

Par culars with respect to conserva on of energy, among others, as required under Sec on 134(3)clause (m) of the Companies Act, 2013 read with the Companies (Disclosure of Par culars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure forming part of this Report.

(C) Directors’ responsibility statement

As required under clause (c) of sub-sec on (3) of Sec on 134 of the Companies Act, 2013, your Directors confirm that:

1. In the prepara on of the annual accounts, the applicable accoun ng standards were followed and there are no material departures;



2. The Directors selected such accoun ng policies and applied them consistently and made judgments’ and es mates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

3. The Directors took proper and sufficient care to maintain adequate accoun ng records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es.

4. The Directors prepared the annual accounts on a going concern basis.

5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were opera ng effec vely.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and opera ng effec vely.

STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of Sec on164 (2) of the Companies Act, 2013. The Directors have made the requisite disclosures, as required under the provisions of the Companies Act, 2013 and Clause 49 of the Lis ng Agreement.

Extract of the Annual Return :

The extract of the annual return in Form No. MGT – 9 shall form part of the Board’s report.. The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “ Annexure C”.

Corporate Social Responsibility (CSR)

The disclosures under Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made since clause (o) of sub-sec on (3) of sec on 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable to the Company. However, the Company undertakes numerous ini a ves towards the welfare of employees, society, environment etc.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their apprecia on of the mely support provided by the Company’s bankers, CDR cell officials, all the vendors and e-up en es and the dedica on and commitment of the employees at all levels. Your Directors convey their grateful thanks to all the Government authori es and shareholders for their con nued and uns nted assistance, co-opera on and patronage.

We also take this opportunity to thank all the valued customers who have appreciated our products and have patronized them.

For and on behalf of the Board Registered office: 19/X-1, Krishna Puram sd/- sd/-G.T. Road, Kanpur Dr M P Agarwal Devesh GuptaDate : 12th August, 2015 Chairman and Managing Director Deputy Managing Director




ANNEXURE ‘A’ TO BOARD’S REPORTSECRETARIAL AUDIT REPORT

FORM NO. MR-3FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to sec on 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remunera on Personnel) Rules, 2014]

ToThe Members,Shri Lakshmi Cotsyn Limited,CIN : L17122UP1988PLC00998519/x-1, Krishnapuram,Kanpur, U.P.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate prac ces by Shri Lakshmi Cotsyn Limited (hereina er called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evalua ng the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verifica on of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the informa on provided by the Company, its officers, agents and authorized representa ves during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the repor ng made hereina er:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31“ March, 2015 according to the provisions of:

i. The Companies Act, 2013 ('the Act’) and the rules made thereunder;

ii. The Securi es Contracts (Regula on) Act, 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regula ons and bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regula ons made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regula ons and Guidelines prescribed under the Securi es and Exchange Board of India Act, 1992 (‘SEBI Act'):-

A. The Securi es and Exchange Board of India (Substan al Acquisi on of Shares and Takeovers) Regula ons, 2011

B. The Securi es and Exchange Board of India (Prohibi on of Insider Trading) Regula ons,1992

C. The Securi es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula ons,2009

D. The Securi es and Exchange Board of India (Employee Stock Op on Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/ Securi es and Exchange Board of India (Share Based Employee Benefits) Regula ons,2014 (effec ve 28th October, 2014)

E. The Securi es ansd Exchange Board of India (Issue and Lis ng of Debt Securi es) Regula ons,2008

F. The Securi es and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regula ons, 1993 regarding the Companies Act and dealing with client

Annexure to the Directors' Report


G. The Securi es and Exchange Board of India (Delis ng of Equity Shares) Regula ons, 2009

H. The Securi es and Exchange Board of India (Buyback of Securi es) Regula ons, 1998

Vi. Other Laws as may be Specifically Applicable to the Company: Nil

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Ins tute of Company Secretaries of India(ICSI) - ICSI had issued Secretarial Standards numbering 1 to 10 with reference to the provisions of the Companies Act, 1956 which were recommendatory in Nature and the management had voluntarily decided to adhere to them. During The period under review ICSI had not issued Standards corresponding with Reference to the provisions of the Companies Act, 2013; nonetheless, the Management had decided to con nue to adhere to Standards issued earlier.

(ii) The Lis ng Agreements entered into by the Company with Bombay Stock Exchange, Na onal Stock Exchange, U ar Pradesh Stock Exchange;

During the period under review the Company has complied with the provisions of the Act, Rules, Regula ons, Guidelines, Standards, etc. Men oned above. We further report that: -

• The Board of Directors of the Company is duly cons tuted with proper balance of Execu ve Directors, Non-Execu ve Directors and Independent Directors. The Changes in the composi on of the Board of Directors that took place during the Period under review were carried out in compliance with the provisions of the Act.

• Adequate no ce is given to all Directors to schedule the Board Mee ngs, agenda and detailed notes on agenda were sent adequately in advance, and a system exists for seeking and obtaining further informa on and clarifica ons on the Agenda items before the mee ng and for meaningful par cipa on at the mee ng.

• Majority decision is carried through while the dissen ng members' views, if any, are captured and recorded as part of the minutes. We further report that based on review of compliance mechanism established by the Company and taken on record by the Board of Directors at their mee ng(s), we are of The opinion that the management has adequate systems and processes commensurate With its size and opera ons, to monitor and ensure compliance with all applicable laws, rules, regula ons and guidelines; and

• as informed, the Company has responded to no ces for demands, claims, Penal es etc levied by various statutory I regulatory authori es and ini ated Ac ons for correc ve measures, wherever necessary.

We further report that during the audit period, there are no specific events I ac ons having a major bearing on the Company's affairs in pursuance of the laws, rules, regula ons, guidelines, standards, etc, referred to above.

For Akhilesh Singh & Associates Company Secretaries

Akhilesh SinghDate: 12.08.2015 ACS: 25789Place: Kanpur CP: 9322

Annexure to the Directors' Report (Contd.)



ANNEXURE ‘B’ TO BOARD’S REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Sec on 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

The details/ informa on rela ng to Conserva on of Energy and Technology Absorp on and Foreign exchange earnings and outgo as required under Clause (m) of Sub- Sec on (3) of Sec on 134 of the Companies Act, 2013, are as follows:

(A) CONSERVATION OF ENERGY

(a) Energy conserva on measures taken:

The Company is engaged in the con nuous process of energy conserva on through new and improved measures for opera on and maintenance to reduce wastage and make efficient use of energy. Some of the measures undertaken in this direc on on a con nuous basis are:

• Synchroniza on of steam turbine power and DG plants to facilitate shi ing of part/ full electrical load against each other in case of any emergency thus avoiding power failure;

• Installa on of cooling water recovery system where water from machines is collected and reused for process requirements such as heat recovery system on CRP machine;

• Use of energy saving ligh ng arrangement on shop floor and roads within factory premises;

• Op mum use of compressors during lean period of opera ons.

• Monitoring of high energy consuming equipments closely for be er control;

• Regular checking and monitoring of electrical load on all motors and repair of the defec ve ones;

• Installa on of power factor controllers/capacitors to conserve energy;

• Inspec on and immediate rec fica on of air leakages in weaving, kni ng and preparatory;

• Installa on of centralized cooling tower for saving of energy of C.T. fans and CT pumps.

(b) Addi onal investment and proposals being implemented for reduc on of consump on of energy:

Your Company planned several measures, which are at various stages of implementa on. Some of them are:

1) 8 MW bio-mass cap ve co-genera on power plant has been set up at Abhaypur for reliable cap ve supply;

2) 7 MW Bio Mass based cap ve power plant commissioned at Malwan.

3) Undergoing trial for switching the fuel from coal to municipal wastes brackets.

4) To conserve the environment, we are planning to install Fly Ash Making Brick and Power plants.

5) Installed 10 Tons Per Day pilot plant for making Sodium Silicate by using Boiler Fly Ash, to conserve the environment

6) Proposed to increase the Capacity of Effluent Treatment plant to bifurcate the Denim & Process house discharge effluent. In this way we will treat more effec vely effluent and load on ground water level will be reduced.

7) Proposed to u lize each and every shed of the plant for rain water harves ng.

8) Proposed to install total plant condensate recovery system, due to which Boiler MB water requirement will be reduced.

9) Undergoing trial for switching the fuel from coal to biomass in the exis ng 8 MW cap ve co-genera on plant and Thermic Fluid Heater at Malwan unit.

10) In-house Chemical auxiliary unit, resul ng in op mum resource u liza on.

11) Monitoring and increasing scale and scope of measures taken in the past.



Impact of measures at (a) and (b) above for reduc on of energy consump on and consequent impact on the cost of produc on of goods

The above measures ini ated / being ini ated for energy conserva on resulted in improving the energy efficiency at all plants and savings in consump on of power and the cost of produc on. Your Company will con nue to implement planned measures for op miza on of energy conserva on and efficiency.

(B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts in brief, made towards Technology Absorp on, Adapta on and Innova on:

The Company sets target for technology improvement in accordance with global compe on. Company’s R&D strategy is anchored on the development and speedy commercializa on of globally compe ve products, processes and technologies through best-in-class research interven ons backed by world-class infrastructure.

It has a strong R&D cell comprising of about 20 ac ve members and constant R & D pursuits keep going on towards development of be er products, cost reduc ons and be er u liza on of waste products.

On the above lines a project for conversion of 50 tons per day of RHA (Rice Husk Ash Waste Product) into value added products like L.S.S (Liquid Sodium Silicate) and PPT Silica was planned and a pilot scale plant for processing of 6 tons per day of R.H.A into 10 tons per day of L.S.S has already been commissioned which shall be later scaled upto 50 tons per day of R.H.A conversion, once full financial benefits of the pilot scale project are established and achieved.

Further R&D efforts have been made in the area of Technical Tex les where in house technology has been developed for manufacturing of N.B.C (Nuclear/ Biological/ Chemical –Warfare) protec ve suits on commercial scales. One trial order has already been executed and another big order has been awarded to your Company by the M.O.D.

Other Regular Benefits derived as a result of above efforts:

(i) The development of several new products and line developments:

(ii) Product quality improvement and be er stability.

(iii) Increased use of alterna ve fuels

(iv) Cost reduc on in an infla onary scenario.

(v) Reduc on in specific energy consump on.

**Note: Looking at the present financial constraints during this period, all the above efforts have been put on hold which will be resumed later when financial status comes back to normal.

Imported Technology (imported during the last 5 years): Nil

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO: (` in Lacs)

Sl. No. Foreign exchange earnings and outgo 2014-15

(12 Months)2013-14

(9 Months)i) Total earnings of foreign exchange 17395.66 13597.26ii) Total outgo in foreign exchange 711.69 1174.48




ANNEXURE ‘C’ TO BOARD’S REPORT FORM NO. MGT-9

EXTRACT OF ANNUAL RETURNas on financial year ended on 31.03.2015

[Pursuant to sec on 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administra on ) Rules, 2014]

I. REGISTRATIONANDOTHERDETAILS :

i) CIN : L17122UP1988PLC009985

ii) Registra on Date : 31/08/1988

iii) Name of the company : Shri Lakshmi Cotsyn Limited

iv) Category of the Company : Company Limited by Shares

Sub-Categoryo heCompany : Indian Non Government Company

v) Address of the Registered office : 19/X-1 Krishnapuram, Kanpur, U.P.208007

vi) Whether listed company : Yes

vii) Name, Address and Contact details of : M/s Abhipra Capital Ltd. GF-58-59 Registrar and Transfer World Trade Centre, Barakhamba Lane New Delhi Ph.No. : (011) 23414629, 23413893

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business ac vi es contribu ng 10% or more of the total turnover of the company shall be stated :

Sl. No.

Name and Descrip on of main products/services NIC Code of the Product/Service

% to total turnover of the Company

1. Manufacture and Deal in all types of tex les, yarn, clothes, dress material, readymade garments, others tex le items etc.

Division 13Group code 131, 139

100 %

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and Address of the Company CIN/GLN Holding/Subsidiary/ Associate

% of shares held

Applicable Sec on

1. Slcl Overseas (fzc) Foreign Company Subsidiary 100% 2(87)2. Shri Lakshmi Defence Solu ons U52605UP2006PLC032649 Subsidiary 99.50% 2(87)3. Synergy Global Home Inc. Foreign Company Subsidiary 100% 2(87)



IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the

yearDemat Physical Total % of total Shares

Demat Physical Total % of total shares

A. Promoters 1. IndianIndividual/ HUF 2061672 0 2061672 7.24 1931072 0 1931072 6.78 -0.46%Central /State government 0 0 0 0 0 0 0 0 -Bodies Corp. 11501528 - 11501528 40.4 9580829 - 9580829 33.65 -6.75%Banks / FI 0 0 0 0 0 0 0 0 -Any Other…. 0 0 0 0 0 0 0 0 -Sub-total (A)(1) 13563200 - 13563200 47.64 11511901 - 11511901 40.43 -7.21%2. ForeignNRIs-Individuals 0 0 0 0 0 0 0 0 -Other Individuals 0 0 0 0 0 0 0 0 -Bodies Corp. 0 0 0 0 0 0 0 0 -Banks / FI 0 0 0 0 0 0 0 0 -Any Other…. 0 0 0 0 0 0 0 0 -Sub-total (A)(2) 0 0 0 0 0 0 0 0 -Total share holding of Promoter (A) = (A)(1)+(A)(2)

13563200 13563200 47.64 11511901 11511901 40.43 -7.21%

B. Public Shareholding1.Ins tu onsMutual Funds 0 0 0 0 0 0 0 -Banks / FI 150000 - 150000 0.53 150000 - 150000 0.53 -Central Govt./ State Govt. 10 - 10 0 10 - 10 0 -Venture Capital Funds 0 0 0 0 0 0 0 0 -Insurance Companies 0 0 0 0 0 0 0 0 -FIIs 1742236 - 1742236 6.12 1742236 - 1742236 6.12 -Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 -Others (specify) 0 0 0 0 0 0 0 0 -Sub-total (B)(1) 1892246 - 1892246 6.65 1892246 - 1892246 6.65 -2. Non-Ins tu onsa) Bodies Corp. 6612969 22100 6635069 23.30 6695624 22100 6717724 23.6 0.30%b) Individualsi) Individual shareholders holding nominal share capital upto Rs. 1 Lakh

2710648 304506 3015154 10.59 3472621 299706 3772327 13.25 2.66%




Category of Shareholders No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the

yearDemat Physical Total % of total Shares

Demat Physical Total % of total shares

ii) Individual shareholders holding nominal share capital in excess of Rs 1 Lakh

959204 70000 1029204 3.61 2112369 70000 2182369 7.65 4.04%

Others (Foreign bodies corporate, NRI, HUF, Clearing members)

764972 1570800 2335772 8.2 823278 1570800 2394078 8.41 0.21%

Sub-total (B)(2) 11047793 1967406 13015199 45.71 13103892 1962606 15066498 52.92 7.21%Total Public Shareholding (B)=(B)(1)+ (B)(2)

12940039 1967406 14907445 52.36 14996138 1962606 16958744 59.57 7.21%

C. Shares held by Custodian for GDRs & ADRs

0.00 0 0.00 0.00 0.00 0 0.00 0.00 -

Grand Total (A+B+C) 26503239 1967406 28470645 100 26508039 1962606 28470645 100 -

(ii) Shareholding of Promoters

Sl.No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding

during the year

No. of shares

% of total shares of the

company

% of shares pledged/

encumbered to total shares

No. of shares

% of total shares of the

company

% of Shares pledged/

encumbered to total shares

1 Dr. Mata Prasad Agarwal 350300 1.23 100% 350300 1.23 100% -2 Sharda Agarwal 284500 1.00 100% 284500 1.00 100% -3 Pawan Kr. Agarwal 230500 0.81 100% 230500 0.81 100% -

Total 865300 3.04 100% 865300 3.04 100% -

(iii) Shareholding Pa ern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :

Sl. No.

List o Top 10 shareholders Shareholding at the beginning of the year

For each of the Top 10 shareholders Share holdingtthe end of the year

No of shares % of total shares of the Company

No. of shares % of total shares of the Company

1. Elara India Opportuni es Fund Limited 830000 2.92 Bridge India Fund 912236 3.202. Shri Ganpa Muli -Fab Pvt. Ltd 713280 2.51 Elara India Opportuni es Fund Limited 830000 2.923. Vizwise commerce Pvt. ltd. 707202 2.48 Manjusha glass works pvt. Ltd. 738500 2.594. Manjusha glass works pvt. Ltd 588500 2.07 Shri Ganpa Muli -Fab Pvt. Ltd 713280 2.515. Trade Vision Middle East Fze (W) 550000 1.93 Vizwise commerce Pvt. Ltd. 678810 2.386. HRV Interna onal Pvt Ltd 542273 1.9 Nav Nirman Mercan les Ltd. 555709 1.957. Ampee Laboratories (India) Limited 462313 1.62 Trade Vision Middle East Fze (W) 550000 1.938. Ceras um Propmart Pvt. Ltd. 450000 1.58 HRV Interna onal Pvt. Ltd. 542273 1.99 Boom General Trading PTE Ltd 450000 1.58 Ampee Laboratories (India) Limited 462313 1.62

10 Elara Capital PLC 376810 1.32 Ceras um Propmart Pvt. Ltd. 450000 1.58



(iv) Shareholding of Directors and Key Managerial Personnel :

Sl. No.

For Each of the Directorsand KMP

Shareholding at the beginning of the year

Cumula ve Shareholding during the year

No of shares % of total shares of the company

No. of shares % of total shares of the company

1 Dr. Mata Prasad Agarwal At the beginning of the year 350300 1.23 350300 1.23At the End of the year 350300 1.23 350300 1.23

2 Sharda Agarwal At the beginning of the year 284500 1 284500 1At the End of the year 284500 1 284500 1

3 Pawan Kumar. Agarwal At the beginning of the year 230500 0.81 230500 0.81At the End of the year 230500 0.81 230500 0.81

4 Devesh Narain Gupta At the beginning of the year 102400 0.36 102400 0.36At the End of the year 102400 0.36 102400 0.36

V. INDEBTEDNESSES

Indebtedness of the Company including interest outstanding/accrued but not due for payment (`/Lacs)Par culars Secured Loans excluding

depositsUnsecured Loans FCCB/ECB Total

IndebtednessIndebtedness at the beginning of the financial year(i) Principal Amount 269,124.65 9,438.00 6,173.49 284,736.14(ii) Interest due but not paid - - - -(iii) Interest accrued but not due 36,738.63 1,872.78 38,611.41Total (i+ii+iii) 305,863.28 9,438.00 8,046.27 323,347.55Change to Indebtedness during the financial year• Addi on 8,256.98 - 1,872.78 10,129.76• Reduc on - 48.00 - 48.00Net Change 8,256.98 (48.00) 1,872.78 10,081.76Indebtedness at the end of the financial year(i) Principal Amount 277,381.63 9,390.00 8,046.27 294,817.90(ii) Interest due but not paid 48,395.91 - 376.95 48,772.86(iii) Interest accrued but not due - - - -Total (i+ii+iii) 325,777.54 9,390.00 8,423.22 343,590.76




VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remunera on of Managing Director, Whole- me Directors and Key Managerial Personnel : (` in Lacs)

Par culars of Remunera on Name of MD/WTD/Manager Total Amount

Key Managerial PersonnelMr. M. P.

Agarwal(MD)

Mr. Pawan Kurmar Agarwal

Mr. Devesh Narain Gupta

Smt. ShardhaAgarwal

Company Secretary

Rakesh Kumar Srivastava

1. Gross Salary(a) Salary as per provisions contained in Sec on 17(1) of the Income Tax Act, 1961

48.00 30.00 24.00 15.00 117.00 15.60

(b) Value of perquisites u/s17(2) Income Tax Act, 1961

– – – – – –

(c) Profits in lieu of salary under Sec on 17(3) Income Tax Act, 1961

– – – – – –

2. Stock op on – – – – – –3. Sweat Equity – – – – – –4. Commission

- As % of profit – – – – – –- Others, specify – – – – – –

5. Others, please specify (Non taxable)Total (A) 48.00 30.00 24.00 15.00 117.00 15.60

B. Remunera on to other directors : (`/Lacs)

Sl.No.

Par culars of Remunera on Name of Directors Total Amount

Prof. (Dr.) G. N. Mathur Mr. Pramod Kumar Singh1. Independent Directors

• Fee for a ending board commi ee mee ngs – – –• Commission – – –• Others, please specify – – –

2. Other Non-Execu ve Directors – – –Total – – –



VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Sec on ofThe

Companies Act.

BriefDescrip on

Details of Penalty/Punishment

Compounding fees imposed

Authority[RD/NCLT/Court]

AppealMade, if any(give details)

A. CompanyPenaltyPunishmentCompoundingB. DirectorsPenaltyPunishmentCompoundingC. Other officers in defaultPenaltyPunishmentCompounding

r and on behalf of the Board

Place : Mumbai S. K. BangurDated : 27th May 2015 Chairman & Managing Director

NA




(Annexure to and forming integral part of Directors’ Report of the Company)

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance envisages a ainment of the highest levels of transparency, accountability and equity in all facets of its opera ons and in all its interac ons with its stakeholders including shareholders, employees, lenders and the Government. Corporate governance helps to serve corporate purposes by providing a framework within which stakeholders can pursue the objec ves of the organisa on most effec vely. The Company will con nue to focus its resources, strengths and strategies to achieve its vision of crea ng a rich product mix in a largely matured Indian tex le market.

BOARD OF DIRECTORSDuring the year 2014-15, the Company counld not be able to maintain an op mum combina on of Execu ve and Non-Execu ve Directors as per the Corporate Governance requirements due to the resigna on of two Non-Execu ve Directors and since the Company is registered under BIFR, no Independent Director is interested to joint the Board inspite of the best efforts made by the Company.

NUMBER OF BOARD MEETINGS HELD AND THE DATES THEREOF

During the year 2014-15, 5 mee ngs of Board of Directors were held. The mee ngs were held on 30th May 2014, 13th June 2014, 14th August 2014, 14th November 2014 and 14th February 2015. The maximum me gap between any two mee ngs was not more than four calendar months.

ATTENDANCE OF DIRECTORS AT THE BOARD/COMMITTEE MEETINGS AND THE LAST ANNUAL GENERAL MEETING:

Name and designa on of the Director

Category of Directorship

Number of Board

mee ngs a ended

A endance at the

last AGM

Number Directorship* in other companies

Commi ee posi on held**

Chairman Member

Dr Mata Prasad Agarwal (Chairman & Managing Director)

Promoter Execu ve Director

5 Yes 3 2 Nil

Shri Pawan Agarwal (Joint Managing Director)

Promoter Execu ve Director

5 Yes 3 Nil 1

Shri Devesh Gupta (Deputy Managing Director)

Execu ve Director

5 Yes 1 Nil 3

Smt. Sharda Agarwal Promoter Execu ve Director

5 Yes 2 Nil Nil

Shri Dileep Bajaj#1 Execu ve Director

1 - Nil Nil 1

Dr. G N Mathur Non-Execu ve Independent

Director

2 - 1 Nil 1

Shri Pramod Kumar Singh Non-Execu ve Independent

Director

3 Yes Nil 2 1

Mr Shri R K Garg #2 Non-Execu ve Independent

Director

1 1 - 1 2

Report on Corporate Governance


Report on Corporate Governance (Contd.)

Notes: 1. *Other Directorships of only Indian Public Limited Companies were considered pursuant to Clause 49 of Lis ng

Agreement. 2. **Commi ee posi ons of only four commi ees namely Audit Commi ee, Investors’ Grievance Commi ee, Remunera on

Commi ee and Finance Commi ee have been men oned. #1 resigned on 14th August 2014 #2 resigned on 14th August 2014

BOARD PROCEDURE:The Board mee ngs are generally scheduled well in advance and the no ce of each Board Mee ng is given in wri ng to each of the Directors. All the items on the Agenda are accompanied by notes giving comprehensive informa on on the related subjects. The Board is also free to recommend the inclusion of any ma er for discussion in consulta on with the Chairman. The Board’s role, func ons, responsibility and accountability are clearly defined. In addi on to ma ers statutorily requiring Board’s approval, all major decisions involving policy formula on, strategy and business plans, annual opera ng and capital expenditure budgets, new investments, details of Joint Ventures, sale of business unit/ division, compliance with statutory/regulatory requirements, major accoun ng provisions and write offs are considered by the Board.

INFORMATION PLACED BEFORE THE BOARDInforma on placed before the Board of Directors broadly covers the items specified in Clause 49 of the Lis ng Agreement and such other items which are necessary to facilitate meaningful and focused delibera on and issues concerning the Company and taking decision in an informed and efficient manner. Besides, the Board of Directors has complete access to all informa on of the Company, as and when necessary.

COMMITTEES OF THE BOARD

Audit Commi ee

The Audit Commi ee is empowered, pursuant to its terms of reference, inter alia, to:• Inves gate any ac vity within its terms of reference and to seek any informa on it requires from any employee; • Obtain legal or other independent professional advice and to secure the a endance of outsiders with relevant experience

and exper se, when considered necessary.The role of the Commi ee includes the following:(a) Overseeing the Company’s financial repor ng process and the disclosure of its financial informa on to ensure that the

financial statements are correct, sufficient and credible;b) Recommending the appointment and removal of external auditors, fixa on of audit fee and approval of payment of fees

for any other services rendered by the auditors;c) Reviewing with the management the financial statements before submission to the Board, focusing primarily on: • Any changes in accoun ng policies and prac ces • The going concern assump on • Major accoun ng entries based on exercise of judgement by management • Compliance with Stock Exchange and legal requirements concerning financial statements • Related party transac ons • Report of the Directors & Management Discussion and Analysis;(d) Reviewing with the management, external and internal auditors, the adequacy of internal control systems and the

Company’s statement on the same prior to endorsement by the Board;(e) Reviewing the adequacy of the internal audit func on, including the structure of the internal audit department,

staffing and seniority of the official heading the department, repor ng structure, coverage and frequency of internal audit;

(f) Reviewing reports of internal audit, including that of wholly owned subsidiaries, and discussion with internal auditors on any significant findings and follow-up thereon;



COMPOSITION

The Company has an Audit Commi ee comprising three Directors, Dr. G N Mathur and Shri Pramod Kumar Singh being Non-Execu ve-Independent Directors and Dr. M.P. Agarwal being Execu ve Director and appointed in place of Shri R.K.Garg. The Audit Commi ee is chaired by Dr. G N Mathur. The Company Secretary acts as the Secretary to the Audit Commi ee. Mr. Pradeep Gupta, M/s Pradeep & Associates, Statutory Auditors, was invited to be present at all the Audit Commi ee mee ngs.

During the year three Audit Commi ee Mee ngs were held on 30th May 2014, 13th June 2014 and 14th August 2014.

Details of the a endance at the mee ngs are as follows :

Sl. No. Name A ended1 Shri R.K. Garg 12 Dr G N Mathur 23 Shri Pramod Kumar Singh 3

Internal Auditors and Internal Audit System

The Company appointed a firm of Chartered Accountants M/s Srivastava S & Co. of Kanpur as Internal Auditors to review the internal control systems of the Company and report thereon. The report of Internal Auditors is periodically reviewed by the Audit Commi ee of the Board and necessary direc ons are issued whenever required.

The Company con nues to maintain a comprehensive Internal Audit System for assessing risk, adding values and improving your organiza on's opera ons and also to ensure mely financial repor ng.

Cost Auditor

The Company appointed Mr. A. K. Srivastava of Kanpur as Cost Auditor of the Company who submits his report to the Audit Commi ee for considera on.

Remunera on & Nomina on Commi ee

The Remunera on Commi ee was cons tuted by the Board to recommend/review the overall Remunera on policy of the Managing/Whole me Directors and Senior management and to recommend to the Board appointment/ re-appointment/ revision in their terms and condi ons of appointment. The recommenda ons of the Remunera on Commi ee are considered and approved by the Board subject to shareholders’ approval.

The Remunera on Commi ee comprising three Directors, Dr. G N Mathur and Shri Pramod Kumar Singh being Non-Execu ve-Independent Directors and Shri Devesh Narain Gupta being Execu ve Director.

During 2014-15, the mee ng of the Remunera on Commi ee was held on 14th November 2014 and were a ended by all the Directors.



Details of remunera on paid to all the Directors for the year ended on 31st March, 2015:

a) Execu ve Directors (Managing/Whole me Directors)

Details of remunera on paid for the year ended 31st March, 2015 to Managing/Whole me Directors are as follows :

Name Designa on All elements of remunera on

package i.e. salary, perks, benefits,

bonuses and pension, among

others (Rs. in lacs/ p.a.) (2014-15)

Performance linked incen ves

along with the performance

criteria (in Rs.)

All elements of remunera on package

i.e. salary, perks, benefits, bonuses and pension, among others

(Rs. in lacs/ p.a.) (2013-14)

(9 months)

Stock, op on with details, if any, and whether issued at discount as well

as the period over which accrued and over which

exercisableDr M. P Agarwal Managing Director 48.00 NIL 36.00Mr Pawan Kumar Agarwal Joint Managing

Director30.00 NIL 22.50

Presently the Company does

not have any stock op on scheme

Mr Devesh Narain Gupta Dy. Managing Director

24.00 NIL 18.00

Smt. Sharda Agarwal Execu ve Director 15.00 NIL 11.25

b) Non-Execu ve Directors

During 2014-15, the Company did not pay any remunera on to Non-Execu ve Directors except si ng fees to each Non-Execu ve Director for a ending mee ngs of the Board of Directors and Commi ees thereof. The criterion for payment of si ng fees to Non-Execu ve Directors is based on the provisions of the Companies Act, 2013 and is well within the statutory ceiling fixed in this regard.

Finance Commi ee

The Commi ee comprises four Execu ve Directors chaired by Dr. M P Agarwal. The Finance Commi ee met 21 mes during the year. The Commi ee is primarily looking a er the day-to-day business ac vity of the Company within Board approved direc ons/framework. Details of the a endance at the mee ng are as follows:

Sl. No. Name A ended1 Dr M P Agarwal 212 Shri Pawan Kumar Agarwal 203 Shri Devesh Narain Gupta 19

Stakeholders Rela onship & Shareholders/ Investor’s Grievance Commi ee

In compliance with Clause 49 of the Lis ng Agreement, the Shareholders /Investors’ Grievance Commi ee has been cons tuted by the Board for a speedy disposal of grievances/complaints rela ng to shareholders/investors.

The Shareholders’/ Investors’ Grievance Commi ee comprises three Directors, Dr. G N Mathur and Shri Pramod Kumar Singh being Non-Execu ve-Independent Directors and Shri Devesh Narain Gupta being Execu ve Director and is chaired by Mr. Pramod Kumar Singh. The Company Secretary acts as the Secretary of the Commi ee.

Compliance officer

The Board designated Mr. Rakesh Kumar Srivastava, Company Secretary-cum-Finance Controller as the Compliance Officer of the Company for complying with the requirements of the lis ng agreements and SEBI Laws.




Investor Grievance Redressal:

The Commi ee, inter alia, approves issue of duplicate share cer ficates and oversees and reviews all ma ers connected with transfer/transmission of shares, dematerializa on/ rematerialisa on of shares , consolida on of share cer ficates etc.. Commi ee also looks into redressal of shareholders’/investors’ complaints related to non-receipt of Annual Reports, non-receipt of declared dividend etc. In addi on, the Commi ee advices on ma ers which can facilitate be er investor services and rela ons.

GREEN INITIATIVE FOR PAPER LESS COMMUNICATIONS:

The Ministry of Corporate Affairs (MCA) vide its circulars bearing no.17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011, has taken a “ Green Ini a ve in Corporate Governance” by allowing paperless compliances by companies through electronic mode . Companies can now send documents and various no ces (including no ce calling Annual General Mee ng, Audited Financial Statements, Directors’ Report, and Auditor’s Report etc) to the shareholders through electronic mode to the registered e-mail addresses of shareholders. To contribute to the Corporate Social Responsibility, ini a ves have already been taken and communica on/ le er in this respect were already been mailed to the shareholders at their mailing addresses registered with the Company.

Risk management

The Company manages risks as an integral part of its decision making process. The Company has adequate system of internal control commensurate with its size and business opera on at all units and the corporate head-quarter to safeguard and protect its assets against losses. The Board of Directors and the Audit Commi ee con nuously have a close eye on the risks by adop ng the following procedure:

• Iden fica on of risks• Assessment of risk• Risk control and mi ga on

Whistle Blower Policy

Pursuant to Sec on 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Lis ng Agreement, the Company has formulated Whistle Blower Policy to maintain ethical code of conduct and behavior in eleva ng on the framework for repor ng unethical / improper conduct and endeavors to take suitable steps on inves ga ng, reviewing and repor ng the same. Every Stakeholder i.e. Director, employee, customers, vendor etc. of the Company are free to disclose in wri ng, the viola on of rules, regula ons and laws or unethical conduct to their immediate supervisor/no fied person. However, the Company did not deny access to any personnel to approach the management or the Audit Commi ee on any issue.

General Body Mee ngs

Details regarding the Annual General Mee ngs of the Company held during the last three years were as follows:

Year ended Date Time Day Place Number of special resolu ons passed

June 30, 2012 December 31, 2012 11:30 am Monday 19/X-1, Krishnapuram, G.T. Road, Kanpur

3

June 30, 2013 December 30,2013 11:30 am Monday 19/X-1, Krishnapuram, G.T. Road, Kanpur

-

March 31, 2014 July 31 ,2014 11:30 am Thursday 19/X-1, Krishnapuram, G.T. Road, Kanpur

1

Extra-Ordinary General Mee ngs

During the year 2014-15, no Extra-Ordinary General Mee ngs of the Company was held.Postal ballotNo special resolu on requiring a postal ballot was proposed last year. At the ensuing Annual General Mee ng there is no resolu on proposed to be passed by way of Postal ballot.



Disclosuresa. There were no materially significant related party transac ons i.e., transac ons of the Company of material nature,

with its promoters, the Directors or the management and their subsidiaries or rela ves, among others, that may have poten al conflict with the interests of the Company at large. The related party transac ons are duly disclosed in the Notes to the Annual Accounts of the Company.

b. The Company has complied with all the mandatory requirements of Clause 49 of the Lis ng Agreement except the compliance of Clause 41 of the Lis ng Agreement due to the absence of requiste quorum of the Audit Commi ee . Therefore penalty has been imposed on the Company by the respec ve stock exchanges/SEBI and has moved the scrip of the company to Z category.

Means of communica onThe quarterly, half-yearly and annual results are submi ed to the listed stock exchanges and are published in leading newspapers viz. The Financial Express (English and Hindi) and Jansaptah, in terms of the requirements of Clause 41 of the Lis ng Agreement. The Company also displays the presenta ons made by it to Ins tu onal investors and to analysts on its website along with the official news releases.** The Management discussion and analysis Report is given separately forming part of the Annual Report.**Share holding Pa ern for the quarter ended March 31, 2015:

Category Number of shares held Percentage of share holding(A) Promoters’ holding -India promoters 11511901 40.43 -Foreign promoters - -Sub-Total (A) 11511901 40.43(B) Non-promoters’ holding (1) Ins tu onal investors Mutual Funds - -Financial Ins tu ons/Banks 150000 0.53 Central Govt./State Govt. 10 0 Venture Capital Funds - - Insurance companies - -Foreign Ins tu onal investors 1742236 6.12Foreign Venture Capital investors - -Foreign/ Financial Ins tu ons/Banks - -Sub-total (B)(1) 1892246 6.65(2) Others -Domes c companies 6717724 23.60-Individuals 5954696 20.92-HUF 294536 1.03-NRI’s 141624 0.50- Clearing members 11108 0.04- Trust 0 0- Foreign Corporate bodies 1946810 6.84Sub-total (B) (2) 15066498 52.92Total Public Shareholding (B)= (B)(1)+(B)(2) 16958744 59.57Grand total (A)+(B) 28470645 100.00




Distribu on of share holding as on 31st March 2015:

Shareholding of nominal value of Rs.

No. of shareholders No. of sharesNumber % to Total Number % to Total

Upto - 5000 7357 79.389 1144440 4.0205001 - 10000 820 8.849 6753620 2.372

10001 - 20000 445 4.802 6808040 2.39120001 - 30000 176 1.899 4469810 1.57030001 - 40000 78 0.842 2803110 0.98540001 - 50000 71 0.766 3346860 1.176

50001 - 100000 133 1.435 9908120 3.480100001 and above 187 2.018 239172490 84.007

TOTAL 9267 100.000 284706450 100.000

Stock market price data for the year 2014-2015 at BSE SENSEX :

Company : SHRI LAKSHMI COTSYN LTD. Scrip Code: 526049 Period: April 2014 to March 2015

Price in (`)

MonthOpen High Low Close No. of

SharesNo. of Trades

Total Turnover

* Spread

H-L C-O

Apr 14 14.53 15.67 11.82 13.16 2,04,375 1,210 26,68,712 3.85 -1.37May 14 12.88 24.80 11.61 20.38 2,15,400 1,552 37,13,342 13.19 7.50Jun 14 21.00 22.50 16.60 19.80 1,89,954 1,064 37,36,274 5.90 -1.20Jul 14 19.35 21.40 15.60 16.10 1,51,288 707 27,21,125 5.80 -3.25

Aug 14 15.70 16.50 10.60 11.55 1,52,631 911 20,45,199 5.90 -4.15Sep 14 11.10 11.70 8.50 8.55 1,84,367 954 18,33,823 3.20 -2.55Oct 13 8.60 8.80 5.01 5.25 1,30,033 617 8,17,945 3.79 -3.35Nov 13 5.25 5.25 3.61 3.75 3,82,948 977 16,87,833 1.64 -1.50Dec 13 3.79 3.79 2.38 2.40 3,32,579 742 9,60,692 1.41 -1.39Jan 14 2.29 4.06 2.29 3.65 10,57,125 1,368 34,64,277 1.77 1.36Feb 14 3.65 3.83 2.85 3.79 3,57,040 594 11,67,899 0.98 0.14Mar 14 3.97 7.06 3.96 4.52 4,49,542 1,424 24,70,422 3.10 0.55

*Spread

H-L: High-Low

C-O: Close-Open



General share holder informa on:

27th Annual General Mee ng (for year ended March 31st, 2015)

Day : Wednesday Date : 30th September 2015Time : 11:30 amVenue : 19/X-1, Krishnapuram, G.T. Road, Kanpur

Accoun ng calendar years For the accoun ng year 2014-15, the interim and final results were announced on: a. 1st quarter results - Second week of August 2014b. 2nd quarter results - Second week of November 2014c. 3rd quarter - Second week of August 2015d. 4th quarter & Annual results -Second week of August 2015

Date of book closure Monday, 28th September 2015 to Wednesday, 30th September 2015 (both days inclusive).Lis ng on stock exchange a) Na onal Stock Exchange of India Ltd.

b) Bombay Stock Exchange Ltd.Registrar and Transfer Agents M/s Abhipra Capital Ltd.

GF-58-59 World Trade Centre, Barakhamba Lane, New Delhi-110033Ph. no.:+91 11-42390909, Fax:+91 11-27215530Email: [email protected]; [email protected]

Address for correspondence 19/X-1, Krishnapuram, G.T. Road, Kanpur-7 (U.P.)Ph. no.:+91 512-2401492, 2402733, 2404181Fax no.: +91 512-2402339E-mail: [email protected] Website: www.shrilakshmi.in

Share transfer system Applica ons for transfer of shares in physical form are received by the Company’s Registrar and Transfer Agent, Abhipra Capital Ltd., who in consulta on and approval of the Company, executes the requests of transfer/transmission of shares.

Nomina on facility Shareholders holding shares in physical and desirous of making a nomina on in respect of their share holding in the Company as permi ed U/S 72 of Companies Act, 2013 may submit their request to the Company in form, prescribed for the purpose.

Code of conduct The Company’s Board laid down a Code of Conduct for all Board members and senior management of the Company. All Board members and designated senior management personnel have affirmed compliance with this Code of Conduct. A declara on to this effect, signed by Dr M P Agarwal, Chairman & Managing Director, in enclosed at the end of this report

Dematerializa on of shares and liquidity ISIN Code - equity shares: INE 851 B01016As on March 31, 2015, 93.11 % of the total equity shares of the Company were dematerialized. Trading in equity shares of the Company is permi ed only in dematerialized form, as per the no fica on issued by the Securi es and Exchange Board of India (SEBI).

Declara on

Pursuant to Clause 49 of the Lis ng Agreement with the Stock Exchanges, I, Dr. M P Agarwal, Chairman and Managing Director of Shri Lakshmi Cotsyn Ltd, declare that all Board members and Senior Execu ves of the Company have affirmed their compliance with the Code of Conduct for the year 2014-15.

Date : 12th August, 2015 Dr. M P AgarwalPlace : Kanpur Chairman & Managing Director




TOTHE MEMBERS,M/S SHRI LAKSHMI COTSYN LIMITED19/X-1, Krishna Puram, G.T. Road, KanpurWe have examined the compliance of condi ons of Corporate Governance by M/S SHRI LAKSHMI COTSYN LIMITED for the year ended on 31st March, 2015 as s pulated in Clause 49 of the Lis ng Agreement of the said Company with the Stock Exchange(s).The compliance of condi ons of Corporate Governance is the responsibility of the management. Our examina on was limited to procedures and implementa on thereof, adopted by the Company for ensuring the compliance of the condi ons of the Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statement of the Company.In our opinion and to the best of our informa on and according to the explana ons given to us, we cer fy that Company has complied in material respects with the condi ons of Corporate Governance as s pulated in the above men oned Lis ng Agreement.We further state that such Compliance is neither an assurance as to the future viability of the Company nor the effi ciency or eff ec veness with which the management has conducted the aff airs of the Company.

For PRADEEP & ASSOCIATES Chartered Accountants P. K. GUPTADate : 05.09.2015 PartnerPlace : Kanpur Membership No. 70492

Pradeep & Associates 27/78 ‘A’ ‘Gagan Deep’Chartered Accountants Ground Floor, Birhana Road, Kanpur - 208001 Phone: Offi ce: 2313665 • Residence: 2540609

Certificate

CEO/CFO Certification I, Dr M P Agarwal, Chairman & Managing Director of Shri Lakshmi Cotsyn Limited, hereby cer fy to the Board that:

(a) I have reviewed fi nancial statements and the cash fl ow statement for the year ending March 31st, 2015 and that to the best of my knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company’s aff airs and are in compliance with exis ng Accoun ng Standards, applicable Laws and Regula ons.

(b) There are, to the best of my knowledge and belief, no transac ons entered into by Shri Lakshmi Cotsyn Limited during the year which are fraudulent, illegal or viola ve of the Company’s code of conduct.

(c) I am responsible for establishing and maintaining internal controls for fi nancial repor ng in Shri Lakshmi Cotsyn Limited and we have evaluated the eff ec veness of the internal control systems of the company pertaining to fi nancial report-ing. We have disclosed to the Auditors and the Audit Commi ee, defi ciencies in the design or opera on of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rec fy these defi ciencies.

(d) I have indicated to the Auditors and the Audit Commi ee (i) Signifi cant changes in internal control over fi nancial repor ng during the year; (ii) Signifi cant changes in Accoun ng Policies during the year and the same have been disclosed in the notes to the

fi nancial statements; and (e) I cer fy that there have been no instances of signifi cant fraud of which we have become aware and the involvement

therein, of management or any employee having signifi cant role in the Company’s internal control systems. (f) I affi rm that we have not denied any personnel, access to the Audit Commi ee of the company (in respect of ma ers

involving alleged misconduct).

Place : Kanpur Dr M P Agarwal Date : 05.09.2015 Chairman & Managing Director


CONSOLIDATED ACCOUNTS



TO THE MEMBERS OFSHRI LAKSHMI COTSYN LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Shri Lakshmi Cotsyn Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss for the year and statement of cash flow for the year ended 31st March, 2015, and a summary of the significant accoun ng policies and other explanatory informa on.

Management’sResponsibility for theFinancial Statements

The Company’s Board of Directors is responsible for the ma ers stated in Sec on 134(5) of the Companies Act, 2013 (“the Act”) with respect to the prepara on of these financial statements that give a true and fair view of the financial posi on, financial performance and cash flows of the Company in accordance with the accoun ng principles generally accepted in India, including the Accoun ng Standards specified under Sec on 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accoun ng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preven ng and detec ng frauds and other irregulari es; selec on and applica on of appropriate accoun ng policies; making judgments and es mates that are reasonable and prudent; and design, implementa on and maintenance of adequate internal financial controls, that were opera ng effec vely for ensuring the accuracy and completeness of the accoun ng records, relevant to the prepara on and presenta on of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accoun ng and audi ng standards and ma ers which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Audi ng specified under Sec on 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s prepara on of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial repor ng and the opera ng effec veness of such controls. An audit also includes evalua ng the appropriateness of the accoun ng policies used and the reasonableness of the accoun ng es mates made by the Company’s Directors, as well as evalua ng the overall presenta on of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our informa on and according to the explana ons given to us, the aforesaid financial statements give the informa on required by the Act in the manner so required and give a true and fair view in conformity with the accoun ng principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit/loss and its cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of Sub Sec on 11 of Sec on 143 of the Act, we give in the Annexure, a statement on the ma ers specified in paragraphs 3 and 4 of the Order, to the extent applicable.

Independent Auditors Report


2. As required by Sec on 143 (3) of the Act, we report that:

a) We have sought and obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examina on of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the statement of cash flow dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accoun ng Standards specified under Sec on 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the wri en representa ons received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Sec on 164(2) of the Act.

f) With respect to the other ma ers to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informa on and according to the explana ons given to us:

i. the Company has disclosed the impact of pending li ga ons on its financial posi on in its financial statements – Refer Note 26 in ‘Other Notes’.

ii. The Company did not have any long-term contracts including deriva ve contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Educa on and Protec on Fund by the Company.

For PRADEEP & ASSOCIATES Chartered Accountants

(Firm Registra on No. 001254C) P. K. GUPTADate : 05.09.2015 PartnerPlace : Kanpur Membership No. 070492

Annexure to the Independent Auditors’ ReportThe Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

1. a. The Company has maintained proper records showing full par culars, including quan ta ve details and situa on of fixed assets.

b. The Company has a regular programme of physical verifica on of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were no ced on such verifica on. In our opinion, this periodicity of physical verifica on is reasonable having regard to the size of the Company and the nature of its assets.

2. a. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

b. In our opinion and according to the informa on and explana ons given to us, the procedures of physical verifica on of inventories followed by the Management were reasonable and adequate in rela on to the size of the Company and the nature of its business.

Independent Auditors Report (Contd.)



Annexure to the Independent Auditors’ Report (Contd.)

c. In our opinion and according to the informa on and explana ons given to us, the Company has maintained proper records of its inventories and no material discrepancies were no ced on physical verifica on.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other par es covered in the Register maintained under Sec on 189 of the Companies Act, 2013.

4. In our opinion and according to the informa on and explana ons given to us, there is an adequate internal control system commensurate with the size of the Company and thenature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

5. The Company has not accepted any deposits from the public.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accoun ng Records) Rules, 2011 prescribed by the Central Government under Sec on 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examina on of the cost records with a view todetermine whether they are accurate or complete.

7. a. According to the informa on and explana ons given to us, certain undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax and cess were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

b. According to the informa on and explana ons given to us, there are dues of income tax for A.Y. 2012-13 amoun ng to Rs. 42,83,740/- against which the appeal is pending before the DCIT of ITO-6, Kanpur which have not been deposited with the appropriate authori es. Other than the above, no dues are pending against which any dispute is pending as on 31-03-2015.

c. According to the informa on and explana ons given to us the amounts (if any) which were required to be transferred to the investor educa on and protec on fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within me.

8. The accumulated losses at the end of the financial year exceed fi y percent of the networth of the company. The company has further incurred cash losses during the year under considera on and also in the year immediately precedingthe financial year.

9. The Company has outstanding dues to financial ins tu ons, banks and others during the year. However, as the company has opted for CDR mechanism as per le er of approval dated 28th June, 2013 and Master Restructuring Agreement (MRA) signed on 29th June, 2013 the outstanding dues have been restructured.

10. In our opinion and according to the informa on and the explana ons given to us, the Company has not given any guarantee for loans taken by others from banks or financial ins tu ons.

11. As per the informa on and explana ons given by the management, the Company has applied the term loan for the purpose for which the loan amount was granted. year.

12. According to the informa on and explana ons given to us, no material fraud on or by the Company has been no ced or reported during the course of our audit.

For PRADEEP & ASSOCIATES Chartered Accountants

(Firm Registra on No. 001254C) P. K. GUPTADate : 05.09.2015 PartnerPlace : Kanpur Membership No. 070492


See accompanying notes forming part of the financial statements

In terms of our report a ached

For PRADEEP & ASSOCIATES For and on behalf of the Board of DirectorsChartered Accountants

P. K. Gupta Dr. M. P. Agarwal Devesh GuptaPartner Chairman Dy. Managing DirectorMembership No. : 070492

Place : Kanpur Rakesh Kumar Srivastava CA Vaibhav GuptaDate : 12th August, 2015 Company Secretary cum Finance Controller Group Head Finance & Audit

Consolidated Balance Sheet as at 31st March, 2015

NoteAs at

31st March, 2015(12 Months)

As at 31st March, 2014

(9 Months)A. EQUITY AND LIABILITIES1. Shareholders' Funds

(a) Share capital 1 2,847.06 2,847.06 (b) Reserves and surplus 2 (124,546.69) (31,027.61)(c) Minority Interest 3 6.11 8.52

2. Share applica on money pending allotment 6,843.04 6,843.04 3. Non-Current Liabili es

(a) Long-term borrowings 4 230,327.97 215,493.56 (b) Deferred tax liabili es (net) 109.10 47.37 (c) Other long-term liabili es - - (d) Long-term provisions 8,423.23 8,046.27

4. Current Liabili es(a) Short-term borrowings 5 106,779.57 101,765.06 (b) Trade payables 10,492.08 17,987.95 (c) Other current liabili es 6 1,529.46 2,247.32 (d) Short-term provisions 7 5,158.06 341.20

247,968.99 324,599.75 B. ASSETS1. Non-Current Assets

(a) Fixed assets(i) Tangible assets 8 167,531.69 173,564.38 (ii) Intangible assets 9 33.95 33.95 (iii) Capital work-in-progress - 964.84

(b) Non-current investments 10 7,550.87 7,533.87 (c) Deferred tax assets (net) - - (d) Long-term loans and advances 11 2,887.37 8,114.24

2. Current assets(a) Inventories 12 7,677.87 58,719.26 (b) Trade receivables 13 49,284.99 63,467.40 (c) Cash and cash equivalents 14 521.52 837.43 (d) Other current assets 15 12,480.73 11,364.38

247,968.99 324,599.75

(Amount in ` Lacs)



Statement of Profit & Loss Account for the year ended 31st March, 2015

Note For the year ended31st March, 2015

(12 Months)

For the year ended31st March, 2014

(9 Months)A Con nuing Opera ons1 Revenue from opera ons 16 71,375.67 85,658.92 2 Other income 17 2,500.63 2,349.56 3 Total revenue (1+2) 73,876.30 88,008.48 4 Expenses

(a) Cost of materials consumed 18 77,069.34 82,715.30 (b) Employee benefits expense 19 5,336.24 5,328.20 (c) Finance costs 20 17,245.63 19,948.31 (d) Deprecia on and amor sa on expense 21 11,170.85 7,901.03 (e) Other expenses 22 13,574.09 17,740.75 Total expenses 124,396.15 133,633.59

5 Loss before excep onal and extraordinary items and tax (3 - 4) (50,519.85) (45,625.11)6 Excep onal items 23 (42,446.90) (16,832.75)7 Loss before extraordinary items and tax (92,966.75) (62,457.86)8 Extraordinary items - - 9 Loss before tax (92,966.75) (62,457.86)

10 Tax expense:(a) Current tax expense for current year (2.79) - (b) Deferred tax 61.73 8.77

58.94 8.77 11 Profit / (Loss) from con nuing opera ons (9 +10) (93,025.69) (62,466.63)12 Profit / (Loss) from discon nuing opera ons

12.i Profit / (Loss) from discon nuing opera ons (before tax) - - 12.ii Gain / (Loss) on disposal of assets / se lement of liabili es

a ributable to the discon nuing opera ons - -

12.iii Add / (Less): Tax expense of discon nuing opera ons - - (a) on ordinary ac vi es a ributable to the discon nuing opera ons

- -

(b) on gain / (loss) on disposal of assets / se lement of liabili es - - - -

13 Profit / (Loss) from discon nuing opera ons (12.i + 12.ii + 12.iii) - - 14 Profit / (Loss) for the year (11 + 13) (93,025.69) (62,466.63)15 Earnings Per Equity Share (of 10/- Each) (326.74) (219.41)

See accompanying notes forming part of the financial statementsIn terms of our report a achedFor PRADEEP & ASSOCIATES For and on behalf of the Board of DirectorsChartered Accountants

P. K. Gupta Dr. M. P. Agarwal Devesh GuptaPartner Chairman Dy. Managing DirectorMembership No. : 070492Place : Kanpur Rakesh Kumar Srivastava CA Vaibhav GuptaDate : 12th August, 2015 Company Secretary cum Finance Controller Group Head Finance & Audit

(Amount in ` Lacs)


1 SHARE CAPITAL


(12 Months)


(9 Months)Authorised5,00,00,000 Equity Shares of Rs. 10 each 5000.00 5000.00

5000.00 5000.00 Issued, subscribed and fully paid-up shares2,84,70,645 Equity Shares of Rs. 10/- each fully paid-up 2847.06 2847.06 Total 2847.06 2847.06 Reconcilia on of the number of Equity Shares outstanding:Equity shares outstanding at the beginning of the year 28,470,645 28,470,645 Equity shares allo ed during the year - - Equity shares outstanding at the end the of the year 28,470,645 28,470,645

2 RESERVES AND SURPLUS


(12 Months)


(9 Months)(i) Securi es premium account

Balance as per last financial statement 21,209.19 21,209.19 Add : Addi ons during the year - - Less : Deduc on during the year - - Closing Balance 21,209.19 21,209.19

(ii) Capital Reserves AccountBalance as per last financial statement 581.97 12.19 Add : Addi ons during the year - 569.78 Closing Balance 581.97 581.97

(iii) Surplus / (Deficit) in Statement of Profit and LossBalance as per last financial statement (52,879.44) 9,590.71 Less : Set Off Dep. as per Revised Company Act 142.77 - Add : Profit for the year (93,023.28) (62,470.15)Total (146,045.49) (52,879.44)

(iv) Foreign Currency Transac on ReserveForeign Currency Transac on Reserve (292.36) 60.67 Closing Balance (292.36) 60.67 Total Reserve and Surplus (i to iv) (124,546.69) (31,027.61)

Notes forming part of the consolidated financial statements for the year ended 31-03-2015(Rs. in Lacs)



(Rs. in Lacs)3 MINORITY INTEREST

2014As at



(9 Months)Share held by outsider (Rs.1000 Lacs - Rs. 995 Lacs) 5.00 5.00 Add : 0.5% Reserve & Suplus** Rs.704.26 * 0.50% = 3.52 Lacs*** Rs.(482.33)* 0.50% = (2.41) Lacs 1.11 3.52 Total 6.11 8.52

4 LONG TERM BORROWINGS2014As at



(9 Months)Secured Loans from Banks :Secured loans from Banks 208,457.13 192,592.21 Mezannine Debt 12,480.84 12,434.73 Unsecured :Unsecured Loan 9,390.00 10,466.62 Total 230,327.97 215,493.56

5 SHORT TERM BORROWINGS2014As at



(9 Months)Working Capital Loan 72,774.96 68,351.32 Short Term Loan 34,002.06 33,226.56 Bank Balance with Credit Balance 2.55 187.18 Total 106,779.57 101,765.06

Notes forming part of the consolidated financial statements for the year ended 31-03-2015


6 OTHER CURRENT LIABILITIES2014As at



(9 Months)Unpaid Dividend 19.78 25.60 Interest accrued and due on borrowing 123.10 102.22 Statutory Liabili es 1,386.58 2,119.50 Total 1,529.46 2,247.32

7 SHORT TERM PROVISIONS2014As at



(9 Months)Allowance for bad & Doub ul debts 4,543.01 - Provision for Expenses 615.05 341.20 Total 5,158.06 341.20

Par culars GROSS BLOCK DEPRECIATION NET BLOCKAs on

01-04-2014Addi on As on

31-03-2015Upto

01-04-2014For the Year Adjustments As on

31-03-2015As at

31-03-2014As on

31-03-2015Land 2,176.04 - 2,176.04 - - - - 2,176.04 2,176.04 Building 25,237.42 1,398.11 26,635.53 3,519.69 1,000.28 - 4,519.97 21,717.73 22,115.56 Plant & Machinery 182,881.58 3,871.02 186,752.60 34,256.74 9,789.91 - 44,046.65 148,624.84 142,705.95 Furniture & Fixture 549.59 3.65 553.24 168.81 71.35 - 240.16 380.78 313.08 Office Equipment 680.69 7.58 688.27 361.30 111.02 142.76 615.08 319.39 73.19 Vehicles 760.02 0.56 760.58 414.42 198.29 - 612.71 345.60 147.87 Current Year Total 212,285.34 5,280.92 217,566.26 38,720.96 11,170.85 142.76 50,034.57 173,564.38 167,531.69

Previous Year Total 208,418.45 3,866.89 212,285.34 30,819.93 7,901.03 - 38,720.96 177,598.52 173,564.38

8 FIXED ASSETS




9 INTANGIBLE ASSETS /GOODWILL


(12 Months)


(9 Months)Share Capital of Synergy 1.69 1.69 Less : Reserve & Surplus of Synergy 42.79 42.79 Opening Balance 42.79 (100% holding) - -

41.10 41.10 Less : Investment 7.15 7.15 Total 33.95 33.95

10 NON- CURRENT INVESTMENT


(12 Months)


(9 Months)Quoted Shares - - Un-Quoted Shares 7,550.87 7,533.87 Total 7,550.87 7,533.87

11 LOANS AND ADVANCES


(12 Months)


(9 Months)Advances to suppliers 1,038.90 2,120.49 FDR Security - 50.56 Advance Licence - 5.96 Advances to suppliers priority loan - 1,568.52 Security Deposits 515.00 1,107.57 Others loan and Advances 1,278.61 2,871.44 Advances Tax - 322.83 Prepaid Expenses 54.86 66.87 Total 2,887.37 8,114.24

(Rs. in Lacs)



12 INVENTORIES


(12 Months)


(9 Months) (As cer fied by the Management)Closing Stock 7,677.87 58,719.26 Basis of valua on of inventories are as under:All the inventories are valued at lower of cost or net realisable value except waste which is being valued at net realisable value.Total 7,677.87 58,719.26

13 TRADE RECEIVABLES


(12 Months)


(9 Months)(Unsecured, Considered Good unless otherwise stated)(a) Outstanding for more than six months 41,943.98 26,712.87 (b) Considered Good 7,793.25 37,415.86 Total 49,284.99 63,467.40

14 CASH AND BANK BALANCES


(12 Months)


(9 Months)(a) Cash and cash equivalents:

Cash Balance on Hand 158.92 163.53 Balance with Banks in:Current Accounts 266.95 648.30

(b) Earmarked balances with banks: Unpaid Dividend Account 95.65 25.60

Total 521.52 837.43




15 OTHER CURRENT ASSETS


(12 Months)


(9 Months)Accrued Duty Draw back 245.31 617.35 Accrued Focus Licence - 68.60 Tuf's Subsidy Receivable 11,857.60 10,441.11 Accrued Interest 40.51 49.23 Advances to Others 30.56 4.92 T.D.S. Receivable 66.14 18.79 Rent Receivable - 13.75 Salary advance 134.67 101.87 Advances against Travelling Expenses 105.94 48.76 Total 12,480.73 11,364.38

16 REVENUE FROM OPERATIONS


(12 Months)


(9 Months)Sale of Manufactured goods :Sui ng & Shir ng 14,816.23 12,373.69 Industrial Fabric / Fusible Interlining 6,683.47 16,426.03 Quil ng & Embroidery - 792.80 Denim 1,545.62 7,493.41 Terry Towel 16,919.67 16,697.32 Home Furnishing 11,073.56 11,862.26 Bo om Weight 838.75 3,107.45 Garments - 1,848.41 Comforters 638.74 869.31 Jobwork 2,371.04 - Others 16,488.59 14,188.24 Revenue from Opera ons 71,375.67 85,658.92 Sales includes Export Sales of Rs. 21964.11 lakhs (Previous year Rs.22063.39 lakhs).

(Rs. in Lacs)



17 OTHER INCOME


(12 Months)


(9 Months)Miscellaneous Income 620.46 1,046.80 Duty Draw Back 1,880.17 1,302.76 Total 2,500.63 2,349.56

18 COST OF MATERIALS CONSUMED


(12 Months)


(9 Months)Raw Material Consumed 74,951.66 80,969.97 Packing Materials 1,609.96 1,376.12 Others 507.72 369.21 Total 77,069.34 82,715.30

19 EMPLOYEE BENEFIT EXPENSES


(12 Months)


(9 Months)Salaries, wages and bonus 5,238.68 5,239.48 Employee welfare expenses 97.56 88.72 Total 5,336.24 5,328.20

20 FINANCE COSTS


(12 Months)


(9 Months)Interest Expenses 17,110.42 19,535.50 Bank Charges 135.20 412.81 Total 17,245.63 19,948.31




21 DEPRECIATION AND AMORTIZATION EXPENSE


(12 Months)


(9 Months)Deprecia on of tangible assets 11,170.85 7,901.03 Total 11,170.85 7,901.03

22 OTHER EXPENSES


(12 Months)


(9 Months)Rent, Rate & Taxes 156.30 153.66 Insurance 65.00 55.55 Repair & Maintenance 409.65 249.74 Prin ng & Sta onery 47.02 43.62 Postage & Telegram 104.93 131.19 Travelling & Conveyance 457.45 357.38 Mee ng Expenses 0.86 0.89 Cost & Concurrent Audit fee & Expenses 6.38 1.11 Auditors Remunera on 19.85 19.29 Selling & Distribu on Exp. 1,000.84 941.31 Legal Expenses 5.45 50.50 Adver sement 246.86 69.16 Freight Outward 794.28 928.45 Stores & Spares 412.84 437.10 Power & Fuel 5,751.38 4,232.54 Discount 3,192.15 7,391.04 Professional Charges 336.49 152.32 Foreign Currency Fluctua on 334.83 - Misc. Expenses 231.53 2,525.90 Total 13,574.09 17,740.75

(Rs. in Lacs)



23 EXCEPTIONAL ITEMS


(12 Months)


(9 Months)(i) Trade Receivables 452.24 661.33

Less : Trade Payable 1,027.43 998.49 Exchange Loss (575.19) (337.16)

(ii) Purchase of Synergy - 54.57 Less : Sale to Synergy - 52.84 Exchange Loss - 1.73 Net Exchange Loss (575.19) (335.43)

a. Loss on sale of Slowing Moving Stock 11,480.17 34,014.12 b. Loss on Sale of Raw Material 12,539.38 - c. Loss on sale of rejected Stock 10,511.09 4,068.81

34,530.64 38,082.93 Add:d. Bad Debts 6,403.31 - e. Compensa on Loss 2,088.14 Less :f. Deferred Tax Liabili es Wri en back - 14,053.85 g. Tufs Subsidy accrued rela ng to previous year - 6,860.90

Total 42,446.90 16,832.75








(Rs. in Lacs)Consolidated Cash Flow Statement for the year ended 31st March, 2015

For the year ended 31st March, 2015

(12 Months)


(9 Months)CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extra ordinary items (92,966.75) (62,457.86)- Deprecia on 11,170.85 7,901.03 Opera ng Profit Before Working Capital Changes (A) (81,795.90) (54,556.83)Adjusted For:- Trade and Other receivable 14,182.41 (22,213.67)- Inventories 51,041.39 15,662.84 - Trade Payables (3,396.87) 5,380.45 - Loans & Advances 4,110.52 32,603.76 - Increase in Bank Borrowing 4,423.64 (603.51)- Short Term Loans 590.87 40,139.10 - Income Tax 2.77 (14,045.08)Total (B) 70,954.73 56,923.89 Net cash flow from opera ng ac vi es (C=A+B) (10,841.17) 2,367.06 CASH FLOW FROM INVESTMENT ACTIVITIES- Fixed assets acquired (4,316.08) (4,214.36)- Sale of Investment (17.00) 1,328.71 Net Cash flow from investment ac vi es (D) (4,333.08) (2,885.65)CASH FLOW FROM FINANCING ACTIVITIES- Proceeds from share warrant applica on money (353.03) 362.52 - Proceeds from issue of FCCB 376.96 1,939.52 - Proceeds from long Term borrowings 14,834.41 (1,861.58)Net Cash flow from financing ac vi es (E) 14,858.34 440.46 Net change in cash and cash equivalents (C+D+E) (315.91) (78.13)Cash and Cash equivalents as at beginning of the year 837.43 915.56 Cash and Cash equivalents as at end of year 521.52 837.43






A. Corporate Informa on

Shri Lakshmi Cotsyn Limited (“The Company”) is a public limited company, domiciled in India and incorporated under the provisions of the Companies Act, 1956. The equity shares of the Company are listed on the Bombay Stock Exchange (BSE), Na onal Stock Exchange (NSE). It is primarily engaged in the business of tex le manufacturing integrated backward & forward to include spinning and readymade garments.

B. Significant Accoun ng Policies and other notes

1. Basis of Prepara on of Financial Statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accoun ng Principles in India (Indian GAAP) to comply with the Accoun ng Standards specified under Sec on 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956 (“the 1956 Act”), as applicable.

2. Use of Es mates

The prepara on of financial statements in conformity with the generally accepted accoun ng principles require es mates and assump ons to be made that affect the reported amounts of assets and liabili es and disclosure rela ng to con ngent liabili es on the date of the financial statements and the reported amounts of revenues and expenses during the repor ng period. Differences between the actual results and es mates are recognised in the period in which the results are known/materialise.

3. Revenue Recogni on

Revenue from sale of goods is recognised when all significant contractual obliga ons have been sa sfied, significant risks and rewards of ownership are transferred to the customers and no effec ve ownership is retained by the Company. Revenue from sale of goods is recognised gross of taxes, and net of rebates and normal discounts. Expor urnover excludes related export benefits.

4. Fixed Assets :

i) Tangible Assets:

Fixed Assets are stated at cost of acquisi on or construc on less accumulated deprecia on and impairment losses. Costs of acquisi on comprise all costs incurred to bring the assets to their loca on and working condi on up to the date the assets are ready for use. Costs of construc on are composed of those costs that relate directly to specific assets and those that are a ributable to the construc on ac vity in general and can be allocated to specific assets up to the date the assets are ready for use.

ii) Intangible Assets:

Intangible assets are recognised only if it is probable that the future economic benefits that are a ributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. Intangible assets are stated at cost less accumulated amor sa on and impairment losses.

5. Investments:

Investments classified as Long Term Investments are stated at cost. Provision is made to recognise a decline, other than temporary, in the value of investments. Current investments are carried at cost or fair value, whichever is lower.

6. Deprecia on / Amor sa on:

Deprecia on is provided based on useful life of assets as prescribed in Schedule II to the Companies Act, 2013.Deprecia on on Fixed Assets is provided on Straight Line Value (SLM).

The carrying amount of the asset as at the opening of the year has been either depreciated over the remaining useful life of the asset as per schedule II or where the remaining useful life of an asset is nil, a er retaining the

Notes forming part of the financial statements for the year ended 31-03-2015




residual value, has been charged in the opening balanceof retained earnings. The amount charged to the opening reserves during the financial year is Rs. 1.42 Cr.

7. Inventories:

Items of Inventories are valued on the basis given below:

i. Raw Materials, Packing Materials, Stores and Spares: At cost determined on First–In–First–Out (FIFO) basis or net realisable value, whichever is lower.

ii. Process stock and finished goods: At cost or net realisable values whichever is lower. Cost comprises of cost of purchase, cost of conversion and other costs incurred in bringing the inventory to their present loca on and condi on.

8. Employees Benefits:

Short-term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related services are rendered. Post-employment and other long-term benefits are recognized as an expense in the statement of profit and loss of the year in which the employee has rendered services in compliance with AS-15 ”Employee Benefits”.

9. Government Grants:

Grants, in the nature of interest subsidy under the Technology Upgrada on Fund Scheme (TUFs), are accounted for as per claims filed by the banks to MOT. However amount are considered in le out case due to late filing of claims by bank and some claim in respect of denim/shee ng expansion and technical tex le is under dispute due to some technical reasons. Decision of Tex le commissioner Mumbai on the said aspect is awaited.

10. Foreign exchange transac on:

In compliance with Accoun ng Standard -11 “The Effect of Change in Foreign Exchange Rate”, transac ons in foreign currency are accounted at the exchange rate prevailing on the date of such transac ons. Current monetary assets and liabili es are translated at the exchange rate prevailing at the repor ng date. Non-monetary items are carried at cost.

11. Provisions, con ngent liabili es and con ngent assets:

a. Con ngent liabili es are disclosed in respect of possible obliga ons that arise from past events but their existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events. A provision is made when it is probable that an ou low of resources embodying economic benefits will be required to se le an obliga on and in respect of which a reliable es mate can be made. Provision is not discounted and is determined based on best es mate required to se le the obliga on at the year-end date.

b. Con ngent Assets are not recognized or disclosed in the financial statements.

12. Earnings Per Share:

Basic earnings per share is computed and disclosed using the weighted average number of equity shares outstanding during the year. Dilu ve earnings per share is computed and disclosed using the weighted average number of equity and dilu ve equity equivalent shares outstanding during the year, except when the results would be an -dilu ve.

13. Segment Repor ng:

The Company is engaged in manufacturing of tex les which in the context of Accoun ng Standard -17 “ Segment Repor ng” as no fied under the Companies Accoun ng Standards Rules, 2006, is considered as the only business segment.

14. Principles of Consolida on

The Consolidated Financial Statements relate to Shri Lakshmi Cotsyn Ltd. (the Company) and its subsidiary


companies viz. SLCL Overseas (FZC), Shri Lakshmi Defence Solu ons Ltd. and Synergy Global Home Inc., U.S.A. The Consolidated Financial Statements have been prepared on the following basis:

i) The Financial Statements of the company and its subsidiary companies have been combined on a line-by-line basis adding together the book values of like items of assets, liabili es, income and expenses a er fully elimina ng intra group & Intra group transac ons resul ng in unrealized profit & losses as per Accoun ng Standard 21- “The Consolidated Financial Statements” no fied by the companies Accoun ng Standards Rules, 2006.

ii) The Financial Statements of the subsidiaries used in the consolida on are drawn upto the same repor ng date as that of the company i.e., 31st March 2015.

iii) The Consolidated Financial Statements have been prepared in accordance with AS-21.

iv) The difference between the cost of investment in the subsidiaries, and the Company’s share of net assets at the me of acquisi on of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital reserves as the case may be.

v) Minority Interest in the net assets of consolidated subsidiaries is iden fied and presented in the consolidated Balance Sheet separately from liabili es and equity of the company’s shareholders.

Minority interest in the net assets of consolidated subsidiaries consists of:

• The amount of equity a ributable to minority at the date on which the investment in subsidiary is made; and

• The minority share of movements in equity since the date the parent subsidiary rela onship came into existence.

vi) Minority’s share of net profit for the year of consolidated subsidiaries is iden fied and adjusted against the Profit a er Tax of the Group.

vii) Accoun ng for Investments in Associate in Consolidated Financial Statements as per Accoun ng Standard – 23 “Accoun ng for Investment in Associates in Consolidated Financial Statements” no fied by the companies (Accoun ng Standards) Rules, 2006.

Other Notes:

15. Personal Accounts Balance:

Balances of certain debtors, creditors and advances are subject to confirma on/reconcilia on, if any.Certain debtors are raising counter claims due to supply of inferior quality of cloth or there was delay in supplying the material and could not be sold due to expiry of season. However company is not accep ng the same and try to realize maximum amount.The amount of claims to be paid at the me of se lement is not reasonably ascertainable.

16. Inventory:

The breakup of inventory is as follows:-

Par culars As at 31st March, 2015


Raw Materials 2,057.97 18,659.55Work-in-Process 1,204.64 16,454.54Finished Goods 2,492.98 21,046.77Stores Spare & Others 132.63 1,228.36Total 5,888.22 57,389.22




All the inventories are valued at lower of cost or net realisable value except waste which is being valued at net realisable value.

17. Interest Cost

The bank account company had become NPA. Certain bankers are charging interest on the balance amount of loan outstanding while some others are not, as per the policy adopted by each bank. In order to reconcile the loans outstanding amount with the bankers, the interest cost has been considered as charged by banks. Gross interest cost charged to profit & loss during the current year is Rs. 18,570.75 lacs.,and Interest TUFS subsidy amoun ng to Rs 1582.18lac received during year has been credited to interest charged account. Accordingly interest costs net of TUFS subsidy charged during the year amounts to Rs. 16,988.57 lac.

18. Promoter Contribu on under CDR

As per the CDR Package approved by the CDR EG on 28th June 2013 a sum of Rs. 93.80 crores was s pulated to be inducted as promoter’s contribu on. In compliance with the same the company raised Rs. 93.90 Crore as Unsecured Loans from business associates to be converted into equity subject to approval of BSE/NSE, at a rate as mutually agreed between investor and the company. However, due to con nuous sale of shares which were pledged to one ins tu on, the approval for issuance of shares against such promoter’s contribu on could not be received.

19. Debtors & Provision for Bad & doub ul debts

Provisioning of Bad & Doub ul debts has been created to the tune of Rs. 45.43Cr. against debts which have been outstanding for a period of exceeding 1 Yearhave been reflected as short term provision.The management is s ll pursuing the recovery of the same through constant follow up, nego a ons, allowance for discounts, legal no ces etc. The management may take recourse to filling suit against such non-recovery however, the current stringent financial posi on of the company deters the company to involve itself in legal recourse which is a costly and a lengthy process.

20. Status at BIFR

The Accumulated losses of the company as at 31.03.2015 have amounted to 1350.74 Crore. The company is already registered under BIFR vide case no. 45/2014 as per the provisions Sick Industrial Companies (Special Provisions) Act, 1985. The first hearing was held on 06-07-2015 wherein the bankers have been required to file their objec ons and company to file rejoinder. The next hearing has been scheduled to be held on 01-10-2015.

21. Accumulated Losses

The company has incurred a loss of Rs. 934 .30Cr. during the period under considera on. Out of the above, loss of Rs. 430.22 Cr. has been incurred on account of loss on sale of obsolete/slow moving stock and loss on sale of stacked raw material. The company has made provision for bad/doub ul debts amoun ng to Rs. 45.43 Cr. and also booked bad debts of Rs. 18.60 Cr. Loss has also been incurred by the company to the tune of Rs. 20.88 Cr. for compensa on to various par es on account loss on sale of shares of the company held by them and pledged to IFCI as security against loan to company which were sold by IFCI at a very low price as compare to the cost of acquisi on of these shares.

22. Opportunity for OTS

The company is seeking strategic investors who may do one me se lement with the banks and also infuse working capital to increase the capacity u liza on of the plants and to induct funds for capex to make their technical tex le unit, yarn dyed shir ng and spinning plant opera onal.

23. CDR Package Status

The company is under opera ng under CDR package. However, due to non-receipt of quantum of TUFS subsidy and



non-release of total priority loans (as approved under CDR) the company has not been able to increase the capacity u liza on as an cipated and hence has not been able to discharge its financial obliga ons under CDR and all bank accounts of the company have become NPA.

24. Addi onal informa on

Capacity U liza on StatementFigures in Lacs

Sr. No.

Par culars Unit As at 31st March, 2015


Installed Actual U liza on**

Installed (Pro-rata 9 Months)

Actual U liza on

i Sui ng & Shir ng Mtrs. 300 203.56 225 215.88ii Technical Tex les

Technical Tex les Fabric Mtrs. 120 27.47 90 70.85Fusible Interlining Fabric Mtrs. 250 109.53 188 112.82NBC Fabric Mtrs. 100 - 75 -Flex Fabric Sq.

Mtrs.500 - 375 -

Black Out Fabric Mtrs. 200 - 150 -IRR / MSCN fabric Mtrs. 50 - 38 -Others Mtrs. 180 - 135 -

iii Quilt Fabric Mtrs. 4 - 3 2.08iv Embroidery Fabrics Mtrs. 8 3.09 6 3.03v Bo om Weight Mtrs. 60 15.56 45 34.50vi Terry Towel Kgs. 150 40.40 113 39.03vii Shee ng Mtrs. 300 104.03 225 86.60viii Denim Mtrs. 400 35.76 300 74.95ix Garments* Nos. 66 - 50 5.32x Quilts / Comforters # Nos. 3 0.42 2.3 0.98

** Actual capacity u liza on includes Job Work * Garment Unit Situated at Roorkee has not been opera onal during the financial year # Quilt & Comforters Unit at Noida was non-opera onal from Sept,2014

25. Related Party Transac ons:

The related party disclosure in accordance with Accoun ng Standard-18 “Related Party Disclosures” issued by the Ins tute of Chartered Accountants of India is given below:-

• Name Of Related Par es & Descrip on Of Rela onship

(A) Key Managerial Personnel: i) Dr. M. P. Agarwal CMD ii) Mr. Pawan Kumar Agarwal Jt. M.D. iii) Mr. Devesh Gupta Dy. M.D.



(B) Rela ves of Key Managerial Personnel :

i) Mrs. Sharda Agarwal Director (Wife of Dr. M.P. Agarwal)

ii) Mr. Alok Agarwal President-Works(Son of Dr. M.P. Agarwal)

iii) Mr.Vikas Agarwal President-Marke ng (Son of Dr. M.P.Agarwal)

iv) Mr. Jayant Gupta Vice President (Son of Mr. Devesh Gupta)

(C) Companies & Concerns controlled by Key Managerial Personnel/Rela ves:

i) Shri Lakshmi Defence Solu ons Limited

ii) SLCL Overseas (FZC) at Sharjah, UAE

iii) Synergy Global Home Inc. N.Y., U.S.A.

• Details of Transac on

Nature Associate Companies

Key Management Personnel & their rela ves

Remunera on - 1,71,00,000*Rent Paid 15,00,000** 10,20,000***

* Dr. M.P. Agarwal (Rs. 48,00,000), Mr. Pawan Kumar Agarwal (30,00,000), Mrs. Sharda Agarwal (15,00,000), Mr. Devesh Gupta (24,00,000), Mr. Alok Agarwal (Rs 15,00,000), Mr. Vikas Agarwal (Rs. 15,00,000) Mr. Jayant Gupta (24,00,000)

** Galaxy Capital Finance Limited (Rs. 6,00,000) , Divya Trade Impex (P) Ltd. (Rs.3,00,000) , Sarveshwari Interna onal Limited (Rs. 6,00,000)

*** Mr. PawanKumar Agarwal (Rs. 3,00,000), Mr. Alok Agarwal (Rs. 3,60,000), Mr. Vikas Agarwal (Rs. 3,60,000)

26. Con ngent Liabili es:

Con ngent liabili es as shown in the notes to the accounts, may affect the future profitability to the extent they materialize for payment

(i) Guarantees given by the Company Rs 2.72 Crore

(ii) Claim against the Company not acknowledged as Debt Rs. NIL

(iii) Le er of Credit outstanding Rs. NIL

(iv) Export Bill Discounted Rs. 3.58 Crore






STANDALONE ACCOUNTS








Balance Sheet as at 31st March, 2015

NoteAs at



(9 Months)A. EQUITY AND LIABILITIES1. Shareholders' Funds

(a) Share capital 1 2,847.06 2,847.06 (b) Reserves and surplus 2 (135,074.00) (41,500.72)

2. Share applica on money pending allotment 6,843.04 6,843.04 3. Non-Current Liabili es

(a) Long-term borrowings 3 230,296.01 214,376.97 (b) Deferred tax liabili es (net) - - (c) Other long-term liabili es - - (d) Long-term provisions 8,423.23 8,046.27

4. Current Liabili es(a) Short-term borrowings 4 104,874.07 101,111.49 (b) Trade payables 9,714.26 16,036.67 (c) Other current liabili es 5 1,406.36 2,145.11 (d) Short-term provisions 6 5,141.39 288.63

234,471.42 310,194.52 B. ASSETS1. Non-Current Assets

(a) Fixed assets 7(i) Tangible assets 166,413.07 172,352.82 (ii) Intangible assets - - (iii) Capital work-in-progress - 964.84 (iv) Intangible assets under development - - (v) Fixed assets held for sale - -

(b) Non-current investments 8 3,211.50 3,266.50 (c) Deferred tax assets (net) - - (d) Long-term loans and advances 9 3,065.54 8,087.00

2. Current assets(a) Inventories 10 5,888.22 57,389.22 (b) Trade receivables 11 43,239.02 56,152.87 (c) Cash and cash equivalents 12 358.38 717.30 (d) Other current assets 13 12,295.69 11,263.97

234,471.42 310,194.52

(Amount in ` Lacs)


Statement of Profit & Loss Account for the year ended 31st March, 2015

Note For the year ended31st March, 2015

(12 Months)


(9 Months)A Con nuing Opera ons1 Revenue from opera ons 14 57,749.74 73,074.48

57,749.74 73,074.48 2 Other Income 15 2,353.98 2,301.15 3 Total revenue (1+2) 60,103.72 75,375.63 4 Expenses

(a) Cost of materials consumed 16 64,866.17 70,788.78 (b) Employee benefits expense 17 5,160.57 5,179.99 (c) Finance costs 18 17,101.38 19,670.95 (d) Deprecia on and amor sa on expense 19 11,077.88 7,846.73 (e) Other expenses 20 12,306.13 17,136.29 Total expenses 110,512.13 120,622.74

5 Profit/(Loss) before excep onal and extraordinary items and tax (3 - 4) (50,408.41) (45,247.11)6 Excep onal items 21 (43,022.09) (17,168.18)7 Profit / (Loss) before extraordinary items and tax (5 + 6) (93,430.50) (62,415.29)8 Extraordinary items - - 9 Profit/(Loss) before tax (7 + 8) (93,430.50) (62,415.29)

10 Tax expense:(a) Current tax expense for current year - - (b) Deferred tax - -

11 Profit / (Loss) from con nuing opera ons (9 +10) (93,430.50) (62,415.29)B Profit / (Loss) from discon nuing opera ons

12.i Profit / (Loss) from discon nuing opera ons (before tax) - - 12.ii Gain / (Loss) on disposal of assets / se lement of liabili es a ributable

to the discon nuing opera ons - -

12.iii Add / (Less): Tax expense of discon nuing opera ons - - (a) on ordinary ac vi es a ributable to the discon nuing opera ons - - (b) on gain / (loss) on disposal of assets / se lement of liabili es - -

13 Profit / (Loss) from discon nuing opera ons (12.i + 12.ii + 12.iii) - - 14 Profit / (Loss) for the year (11 + 13) (93,430.50) (62,415.29)15 Earnings Per Equity Share (of 10/- Each) (328.16) (219.23)

Accoun ng Policies 1Notes on Financial Statements 2.1 to 2.42





Place : Kanpur Rakesh Kumar Srivastava CA Vaibhav GuptaDate : 12th August, 2015 Company Secretary cum Finance Controller Group Head Finance & Audi

(Amount in ` Lacs)



1 SHARE CAPITAL


(12 Months)


(9 Months)Authorised5,00,00,000 Equity Shares of Rs. 10 each 5000.00 5000.00

5000.00 5000.00 Issued, subscribed and fully paid-up shares2,84,70,645 Equity Shares of Rs. 10/- each fully paid-up 2847.06 2847.06 Total 2847.06 2847.06 Reconcilia on of the number of Equity Shares outstanding:Equity shares outstanding at the beginning of the year 28,470,645 28,470,645 Equity shares allo ed during the year - - Equity shares outstanding at the end the of the year 28,470,645 28,470,645

2 RESERVES AND SURPLUS


(12 Months)


(9 Months)(i) Securi es premium account

Balance as per last financial statement 21,209.19 21,209.19 Add :Addi ons during the year - - Less :Deduc on during the year - - Closing Balance 21,209.19 21,209.19

(ii) Capital Reserves AccountBalance as per last financial statement 581.97 12.19 Add :Addi ons during the year - 569.78 Closing Balance 581.97 581.97

(iii) Surplus / (Deficit) in Statement of Profit and LossBalance as per last financial statement (63,291.89) (876.59)Less : Set Off Dep. as per Revised Company Act 142.77 - Add: Profit for the year (93,430.50) (62,415.29)Total (156,865.16) (63,291.88)Total Reserve and Surplus (i to iii) (135,074.00) (41,500.72)

Notes forming part of the financial statements for the year ended 31-03-2015(Rs. in Lacs)


3 LONG TERM BORROWINGS2014As at



(9 Months)Secured Loans from Banks :Secured loans from Banks 208,425.17 192,504.24 Mezannine Debt 12,480.84 12,434.73 Unsecured :Unsecured Loan 9,390.00 9,438.00 Total 230,296.01 214,376.97

4 SHORT TERM BORROWINGS2014As at



(9 Months)Working Capital Loan 71,769.46 67,595.53 Short Term Loan 33,102.06 33,328.78 Bank Balance with Credit Balance 2.55 187.18 Total 104,874.07 101,111.49

5 OTHER CURRENT LIABILITIES2014As at



(9 Months)Unpaid Dividend 19.78 25.61 Statutory Liabili es 1,386.58 2,119.50 Total 1,406.36 2,145.11

6 SHORT TERM PROVISIONS2014As at



(9 Months)Allowance for bad & Doub ul debts 4,543.01 - Provision for Expenses 598.38 288.63 Total 5,141.39 288.63





(Rs. in Lacs)

Par culars GROSS BLOCK DEPRECIATION NET BLOCKAs on

01-04-2014Addi on As on

31-03-2015Upto

01-04-2014For the Year Adjustments As on

31-03-2015As at

31-03-2014As on

31-03-2015Land 2,176.04 - 2,176.04 - - - - 2,176.04 2,176.04 Building 24,423.11 1,398.11 25,821.22 3,415.02 973.64 - 4,388.66 21,008.09 21,432.56 Plant & Machinery 182,223.76 3,871.03 186,094.79 34,076.13 9,737.02 - 43,813.15 148,147.63 142,281.64 Furniture & Fixture 538.88 3.65 542.53 158.26 70.60 - 228.86 380.62 313.67 Office Equipment 667.00 7.54 674.54 326.92 101.12 142.76 570.80 340.08 103.74 Vehicles 708.31 0.56 708.87 407.95 195.50 - 603.45 300.36 105.42 Total (Current Year) 210,737.10 5,280.89 216,017.99 38,384.28 11,077.88 142.76 49,604.92 172,352.82 166,413.07

Total (Previous Year) 206,879.37 3,857.73 210,737.10 30,537.55 7,846.73 - 38,384.28 176,341.82 172,352.82

7 FIXED ASSETS

8 NON CURRENT INVESTMENT


(12 Months)


(9 Months)Quoted Shares - - Un-Quoted Shares 3,211.50 3,266.50 Total 3,211.50 3,266.50

9 LOANS AND ADVANCES


(12 Months)


(9 Months)Advances to suppliers 880.54 1,946.19 Advances to suppliers priority loan - 1,568.52 Security Deposits 511.95 1,081.09 Others loan and Advances 1,626.93 3,116.89 Advances Tax - 321.92 Prepaid Expenses 46.12 52.39 Total 3,065.54 8,087.00



(Rs. in Lacs)10 INVENTORIES (As cer fied by the Management)


(12 Months)


(9 Months)(As cer fied by the Management) Closing Stock 5,888.22 57,389.22 Basis of valua on of inventories are as under:All the inventories are valued at lower of cost or net realisable value except waste which is being valued at net realisable value.Total 5,888.22 57,389.22

11 TRADE RECEIVABLES


(12 Months)


(9 Months)(Unsecured, Considered Good unless otherwise stated)(a) Outstanding for more than six months 38,417.74 25,230.32 (b) Considered Good 4,821.28 30,922.55 Total 43,239.02 56,152.87

12 CASH AND BANK BALANCES


(12 Months)


(9 Months)(a) Cash and cash equivalents:

Cash Balance on Hand 75.99 46.25 Balance with Banks in:Current Accounts 262.61 645.45

(b) Earmarked balances with banks:Unpaid Dividend Account 19.78 25.60

Total 358.38 717.30



13 OTHER CURRENT ASSETS


(12 Months)


(9 Months)Accrued Duty Draw back 245.31 617.35 Accrued Focus Licence - 68.60 Tuf's Subsidy Receivable 11,857.60 10,441.11 Accrued Interest 12.76 28.53 Advances to Others 30.25 4.92 T.D.S. Receivable 66.14 17.29 Salary advance 50.46 57.27 Advances against Travelling Expenses 33.17 28.90 Total 12,295.69 11,263.97

14 REVENUE FROM OPERATIONS


(12 Months)


(9 Months)(i) Sale of Manufactured goods :

Sui ng & Shir ng 14,816.23 12,373.69 Industrial Fabric / Fusible Interlining 6,683.47 16,426.03 Quil ng & Embroidery - 792.80 Denim 1,545.62 7,493.41 Terry Towel 16,919.67 16,750.17 Home Furnishing 11,073.56 11,862.26 Bo om Weight 838.75 3,107.45 Garments - 1,848.41 Comforters 638.74 869.31 Jobwork 2,371.04 Others 2,862.66 1,550.95 Revenue from Opera ons 57,749.74 73,074.48 Sales includes Export Sales of Rs. 21881.86 lakhs (Previous year Rs.22063.39 lakhs).



15 OTHER INCOME


(12 Months)


(9 Months)Miscellaneous Income 473.81 998.39 Duty Draw Back 1,880.17 1,302.76 Total 2,353.98 2,301.15

16 COST OF MATERIALS CONSUMED


(12 Months)


(9 Months)Raw Material Consumed 63,082.43 69,071.84 Packing Materials 1,424.55 1,363.38 Others 359.19 353.56 Total 64,866.17 70,788.78

17 EMPLOYEE BENEFIT EXPENSES


(12 Months)


(9 Months)Salaries, wages and bonus 5,104.73 5,105.02 Employee welfare expenses 55.84 74.97 Total 5,160.57 5,179.99

18 FINANCE COSTS


(12 Months)


(9 Months)Interest Expenses 16,988.57 19,263.46 Bank Charges 112.81 407.49 Total 17,101.38 19,670.95




19 DEPRECIATION AND AMORTIZATION EXPENSE


(12 Months)


(9 Months)Deprecia on of tangible assets 11,077.88 7,846.73 Total 11,077.88 7,846.73

20 OTHER EXPENSES


(12 Months)


(9 Months)Rent, Rate & Taxes 107.39 102.97 Insurance 64.05 53.34 Repair & Maintenance 409.49 248.74 Prin ng & Sta onery 24.82 26.72 Postage & Telegram 85.61 113.78 Travelling & Conveyance 239.84 317.51 Mee ng Expenses 0.86 0.89 Cost & Concurrent Audit fee & Expenses 6.38 0.88 Auditors Remunera on 19.66 19.10 Selling & Distribu on Exp. 688.07 756.06 Legal Expenses 5.33 50.45 Adver sement 5.01 66.46 Freight Outward 668.06 812.52 Stores & Spares 412.39 429.54 Power & Fuel 5,743.77 4,215.94 Discount 3,076.90 7,287.83 Professional Charges 227.07 151.48 Foreign Currency Fluctua on 334.83 - Misc. Expenses 186.60 2,482.08

12,306.13 17,136.29



21 EXCEPTIONAL ITEMS


(12 Months)


(9 Months)a) Loss on sale of Slowing Moving Stock 11,480.17 34,014.12 b) Loss on Sale of Raw Material 12,539.38 - c) Loss on sale of rejected Stock 10,511.09 4,068.81

34,530.64 38,082.93 Add:d) Bad Debts 6,403.31 - e) Compensa on Expense 2,088.14 Less :f) Deferred Tax Liabili es Wri en back - 14,053.85 g) Tufs Subsidy accrued rela ng to previous year - 6,860.90 Total 43,022.09 17,168.18








Cash Flow Statement for the year ended 31st March, 2015


(12 Months)


(9 Months)CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extra ordinary items (93,430.50) (62,415.29)- Deprecia on 11,077.88 7,846.73 Opera ng Profit Before Working Capital Changes (A) (82,352.62) (54,568.56)Adjusted For:- Trade and other receivable 12,913.85 (21,047.49)- Inventories 51,501.00 14,943.64 - Trade Payables (2,208.40) 5,056.68 - Loans & Advances 3,989.74 33,578.64 - Increase in Bank Borrowing 4,173.93 (635.07)- Short Term Loans (411.35) (1,861.58)- Income Tax - (14,053.85)Total (B) 69,958.77 15,980.97 Net cash flow from opera ng ac vi es (C=A+B) (12,393.85) (38,587.59)CASH FLOW FROM INVESTMENT ACTIVITIES- Fixed assets acquired (4,316.07) (4,252.78)- Sale of Investment 55.00 38.56 Net Cash flow from investment ac vi es (D) (4,261.07) (4,214.22)CASH FLOW FROM FINANCING ACTIVITIES- Proceeds from share warrant applica on money - 362.52 - Proceeds from issue of FCCB 376.96 1,939.52 - Proceeds from long Term borrowings 15,919.04 40,492.70 Net Cash flow from financing ac vi es (E) 16,296.00 42,794.74 Net change in cash and cash equivalents (C+D+E) (358.92) (7.07)Cash and Cash equivalents as at beginning of the year 717.30 724.37 Cash and Cash equivalents as at end of year 358.38 717.30

(Amount in ` Lacs)






Form AOC-1

(Pursuant to the first proviso to sub-sec on (3) of Sec on 129 read with Rule 5 of Companies( Accounts) Rules 2014 Statement containining salient features of the Financial Statements of Subsidiaries Companies

Name of the Subsidiary Companies

Shri Lakshmi Defence Solu ons Limited

SLCL Overseas, FZC, U.A.E. Synergy Global Home Inc. N.Y., U.S.A.

Repor ng period for the subsidiary concerned

31.03.2015 31.03.2015 31.03.2015

Repor ng Currency & Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries

AED 1 = INR 16.96 USD 1 = INR 62.60

Share Capital 1,000.00 20.00 1.69 Reserves & Surplus 221.93 10,103.71 (400.90)Total Assets 3,958.33 10,707.86 628.22 Total Liabili es 3,958.33 10,707.86 628.22 Investments (except investment in Subsidiary)

72.00 5,297.60 Nil

Turnover 1,173.15 12,452.78 - Profit before Taxa on (423.39) 311.96 (0.01)Provision for Taxa on 58.94 Nil Nil Profit a er Taxa on (482.33) 311.96 0.01 Proposed Dividend Nil Nil NilPercentage of shareholding 99.50% 100.00% 100.00%

Statement regarding Subsidiary Companies



Notes

Some of ourPress Advertisements

Shri Lakshmi Cotsyn LimitedAN ISO 9000:2008 COMPANY

www.shrilakshmi.in

Just a matter time! of · Forward looking statement In this Annual Report, we have disclosed...

Documents

Transcript of Just a matter time! of · Forward looking statement In this Annual Report, we have disclosed...